S E A Holdings Limited — Proxy Solicitation & Information Statement 2021

Jan 28, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker, or other licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in The Hong Kong Building and Loan Agency Limited , you should at once hand this circular with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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The Hong Kong Building and Loan Agency Limited 香港建屋貸款有限公司

(Incorporated in Hong Kong with limited liability)

(Stock code: 145)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EGM

Capitalised terms used in the cover page shall have the same meanings as those defined in the section headed “Definitions” in this circular.

A letter from the Board is set out on pages 3 to 5 of this circular.

A notice convening the EGM to be held at Level 43, AIA Tower, 183 Electric Road, North Point, Hong Kong on Monday, 22 February 2021 at 11:00 a.m. is set out on pages EGM-1 to EGM-2 of this circular. A proxy form is also enclosed. Whether or not you are able to attend the EGM or any adjourned meeting in person, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon and deposit it with the Company’s share registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours (i.e. 11:00 a.m. on Saturday, 20 February 2021) before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the proxy form shall not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

PRECAUTIONARY MEASURES FOR THE EGM

Please refer to page 1 of this circular for the measures being taken to prevent and control the spread of the COVID-19 at the EGM, including but not limited to:

• compulsory body temperature checks

• compulsory wearing of surgical face mask

• no distribution of corporate gifts and no serving of refreshments

Any person who does not comply with the precautionary measures will be denied entry into or be required to leave the EGM venue.

In light of the continuing risks posed by the COVID-19 and as part of the Company’s control measures to safeguard the health and safety of the shareholders of the Company, the Company strongly encourages the shareholders of the Company to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy and to return their proxy forms by the time specified above, instead of attending the EGM in person.

29 January 2021

CONTENTS

	Page
PRECAUTIONARY MEASURES FOR THE EGM . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– i –

PRECAUTIONARY MEASURES FOR THE EGM

The health of the Shareholders, staff and stakeholders of the Company is of paramount importance to us. To prevent and control the spread of the COVID-19, the Company will implement the following at the EGM as part of the control measures to safeguard the health and safety of our attending Shareholders, staff and stakeholders of the Company:

• (1) Compulsory temperature screening/checks will be carried out on every attendee at the main entrance of the EGM venue. Any person with a body temperature above the reference range quoted by the Department of Health from time to time, or is exhibiting flu-like symptoms may be denied entry into the EGM venue and be requested to leave the EGM venue.

• (2) Every attendee must wear a surgical face mask throughout the EGM and inside the EGM venue. Please note that no masks will be provided at the EGM venue and attendees should bring and wear their own masks. The Company will maintain a safe distance between seats.

• (3) No corporate gifts will be distributed and no refreshments will be served.

Attendees who do not comply with the precautionary measures referred to in (1) and (2) above may be denied entry to the EGM venue, at the absolute discretion of the Company as permitted by law. For the health and safety of Shareholders, the Company encourages Shareholders to exercise their right to vote at the EGM by appointing the Chairman of the EGM as their proxy and to return their proxy forms before the prescribed time, instead of attending the EGM in person.

The proxy form, which can also be downloaded from the Company’s website (http://www.hkbla.com.hk), is enclosed to this circular. If you are not a registered Shareholder (i.e., if your Shares are held via banks, brokers, custodians or Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the EGM arrangements at short notice. The Shareholders should check the HKEXnews’ website (www.hkexnews.hk) for any future announcements and updates on the EGM arrangements.

– 1 –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• “Board” the board of the Directors

“Change of Company Name” the proposed change of the name of the Company from “The Hong Kong Building and Loan Agency Limited 香港建屋貸款有限公司” to “CCIAM Future Energy Limited 信能低碳有限公司”

“Company” The Hong Kong Building and Loan Agency Limited, a company incorporated in Hong Kong with limited liability, the issued shares of which are listed and traded on the main board of the the Stock Exchange (Stock Code: 145)

• “Director(s)” the director(s) of the Company “EGM” the extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving the Change of Company Name

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Listing Rules” the Rules Governing the Listing of Securities on the the Stock Exchange

• “New Chinese Name” 信能低碳有限公司 “New English Name” CCIAM Future Energy Limited “New Names” the New English Name and New Chinese Name of the Company

• “Share(s)” the ordinary share(s) of the Company

• “Shareholder(s)” the holder(s) of issued Shares

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

– 2 –

LETTER FROM THE BOARD

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The Hong Kong Building and Loan Agency Limited 香港建屋貸款有限公司

(Incorporated in Hong Kong with limited liability)

(Stock code: 145)

Executive Directors: Mr. Cheng Lut Tim Mr. Chong Kok Leong Mr. Zhuang Miaozhong

Independent non-executive Directors: Mr. Choy Hiu Fai, Eric Mr. Huang Lizhi Mr. Lam Yau Fung, Curt

Registered office: Unit D, 7/F Seabright Plaza 9-23 Shell Street North Point Hong Kong

29 January 2021

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EGM

INTRODUCTION

Reference is made to the Announcement of the Company dated 25 January 2021 in relation to, among other things, the proposed Change of Company Name. The purpose of this circular is to provide you with information in respect of the special resolution to be proposed at the EGM to approve the Change of Company Name.

The notice setting out the details of the special resolution to be proposed at the EGM is set out on pages EGM-1 to EGM-2 of this circular.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name and Chinese name of the Company from “The Hong Kong Building and Loan Agency Limited 香港建屋貸款有限公司” to “CCIAM Future Energy Limited 信能低碳有限公司”.

– 3 –

LETTER FROM THE BOARD

Conditions of the Change of Company Name

The Change of Company Name is subject to the following conditions:

• (i) the passing of a special resolution by the Shareholders at the EGM approving the Change of Company Name; and

• (ii) the Companies Registry in Hong Kong approving the New Names and issuing a certificate of change of name.

Assuming satisfaction of the above conditions, the Change of Company Name will take effect from the date on which the certificate of change of name is issued by the Companies Registry in Hong Kong.

Reason for the Change of Company Name

The Board considers that the proposed New Names will better reflect the current status of the Group’s business development and its direction of future development. The New Names can provide the Company with a more appropriate corporate image and identity which will benefit the Company’s business development.

Effect of the Change of Company Name

The Change of Company Name will not affect any rights of the Shareholders or the Company’s daily business operation and its financial position.

All existing share certificates in issue bearing existing name of the Company will, after the Change of Company Name, continue to be evidence of legal title and valid for all purposes (including for the purposes of trading, settlement, registration and delivery). Accordingly, there will not be any arrangement for the exchange of the share certificates of the Company under its existing name for new share certificates under the New Names. Once the Change of Company Name becomes effective, share certificates of the Company will be issued only in the New Names.

In addition, subject to the confirmation from the Stock Exchange, the English and Chinese stock short names of the Company for trading of the Shares on the Stock Exchange will also be changed after the Change of Company Name becomes effective.

The Company will make further announcement(s) on the result of the special resolution in relation to the Change of Company Name, the effective date of the Change of Company Name and the consequential change of the stock short names for trading in the securities of the Company promptly after the Change of Company Name becoming effective.

EGM

The Company will convene and hold the EGM at Level 43, AIA Tower, 183 Electric Road, North Point, Hong Kong on Monday, 22 February 2021 at 11:00 a.m. to consider and, if though fit, approve the Change of Company Name. A notice convening the EGM is set out on pages EGM-1 to EGM-2 of this circular.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, none of the Shareholders has a material interest in the Change of Company Name. Accordingly, no Shareholder is required to abstain from voting on the special resolution at the EGM.

– 4 –

LETTER FROM THE BOARD

In accordance with the relevant provisions of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll. As such, the special resolution set out in the notice convening the EGM of the Company dated Monday, 22 February 2021 will be voted by poll.

A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published on websites of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk. Whether or not you are able to attend the EGM in person, you are requested to complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of the power of attorney or authority, to the Company’s share registrar, Tricor Tengis Limited of Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours (i.e. 11:00 a.m. on Saturday, 20 February 2021) before the time appointed for the holding of the EGM or any adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof (as the case may be) should you so wish.

The register of members of the Company will be closed from Wednesday, 17 February 2021 to Monday, 22 February 2021, both days inclusive, during which period no transfer of Shares will be effected. In order to determine the entitlement to attend and vote at the EGM, all Share transfers accompanied by the relevant share certificates, must be lodged with the Company’s share registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 16 February 2021.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Board consider that the proposed Change of Company Name is in the interest of the Company and the Shareholders as a whole and therefore recommends the Shareholders vote in favour of the special resolution to be proposed at the EGM.

By Order of the Board

The Hong Kong Building and Loan Agency Limited Chong Kok Leong Executive Director

– 5 –

NOTICE OF EGM

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The Hong Kong Building and Loan Agency Limited 香港建屋貸款有限公司

(Incorporated in Hong Kong with limited liability)

(Stock code: 145)

NOTICE OF EXTRAORDINARY GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

Please refer to page 1 of the circular of the Company dated 29 January 2021 for the measures being taken to prevent and control the spread of the COVID-19 at the extraordinary general meeting, including but not limited to:

• compulsory body temperature checks

• compulsory wearing of surgical face mask

• no distribution of corporate gifts and no serving of refreshments

Any person who does not comply with the precautionary measures will be denied entry into or be required to leave the EGM venue.

In light of the continuing risks posed by the COVID-19 and as part of the Company’s control measures to safeguard the health and safety of the shareholders of the Company (the “ Shareholders ”), the Company strongly encourages the Shareholders to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy and to return their proxy forms by the time specified in note 3 below, instead of attending the EGM in person.

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of the members of The Hong Kong Building and Loan Agency Limited (the “ Company ”) will be held at Level 43, AIA Tower, 183 Electric Road, North Point, Hong Kong on Monday, 22 February 2021 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution:

– EGM-1 –

NOTICE OF EGM

SPECIAL RESOLUTION

“ THAT , subject to the approval of the Hong Kong Companies Registry, the English name and the Chinese name of the Company be changed from “The Hong Kong Building and Loan Agency Limited 香港建屋貸款有限公司” to “CCIAM Future Energy Limited 信能 低碳有限公司”; and that any of the directors of the Company be and is hereby authorised generally to do all such acts and things and sign or execute all documents or make such arrangements as he/she may, in his/her absolute discretion, consider necessary or expedient to give effect to such change of name of the Company.”

By Order of the Board The Hong Kong Building and Loan Agency Limited Chong Kok Leong Executive Director

Hong Kong, 29 January 2021

Notes:

1. Any member of the Company (“ Member ”) entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/her/its proxy to attend and vote on his/her/its behalf and the proxy so appointed shall have the same rights as the Member to speak at the Meeting. A proxy needs not be a Member. A Member may appoint more than one proxy to attend the Meeting.

2. A form of proxy in respect of the Meeting is enclosed. Whether or not you intend to attend the Meeting in person, you are urged to complete and return the form of proxy in accordance with the instructions printed thereon.

3. To be valid, the form of proxy, together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be deposited at the Company’s share registrar, Tricor Tengis Limited, of Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours (i.e. 11:00 a.m. on Saturday, 20 February 2021) before the time fixed for the Meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof as you so wish.

4. For ascertaining the Shareholders’ entitlement to attend and vote at the Meeting, the register of Members will be closed from Wednesday, 17 February 2021 to Monday, 22 February 2021, both days inclusive, during which period no transfer of Shares will be effected. In order to be eligible to attend and vote at the Meeting, all completed share transfer forms accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Tricor Tengis Limited of Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 16 February 2021.

5. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such share of the Company as if he/she/it was solely entitled thereto. If more than one of such joint holders are present at the Meeting personally or by proxy, that one of such joint holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect of such share of the Company.

– EGM-2 –

NOTICE OF EGM

1. In compliance with rule 13.39(4) of the Rules Governing the Listing of Securities on the Stock Exchange, voting on the proposed special resolution set out in this notice will be decided by way of a poll.

2. If Typhoon Signal No. 8 or above, “extreme condition” caused by super typhoons or a “black” rainstorm warning is in effect any time after 8:00 a.m. on the date of the Meeting, the Meeting will be postponed. The Company will post an announcement on the Company’s website http://www.hkbla.com.hk and the “Latest Listed Company Information” page of the Stock Exchange website to notify Shareholders of the date, time and place of the rescheduled meeting, if any.

As at the date hereof, the Board comprises Mr. Cheng Lut Tim, Mr. Chong Kok Leong and Mr. Zhuang Miaozhong being the executive Directors; and Mr. Choy Hiu Fai, Eric, Mr. Huang Lizhi and Mr. Lam Yau Fung, Curt being the independent non-executive Directors.

– EGM-3 –