S E A Holdings Limited — Share Issue/Capital Change 2012

Mar 1, 2012

For Main Board and GEM listed issuers

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 29/02/2012

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer The Hong Kong Building and Loan Agency Limited Date Submitted 1 March 2012

I. Movements in Authorised Share Capital

1. Ordinary Shares

1. Ordinary Shares	1. Ordinary Shares	1. Ordinary Shares	1. Ordinary Shares	1. Ordinary Shares
(1) Stock code : 00145 Description : No. of ordinary shares Balance at close of preceding month 30,000,000,000 Increase/(decrease) 0 Balance at close of the month 30,000,000,000			HK BLDG	&LOAN Authorised share capital (State currency) HK$3,000,000,000.00 0 HK$3,000,000,000.00
			Par value (State currency) HK$0.10 HK$0.10
(2) Stock code : - - Description : - - No. of ordinary shares Balance at close of preceding month Increase/(decrease) Balance at close of the month		- -		Authorised share capital (State currency)
			Par value (State currency)

For Main Board and GEM listed issuers

1. Preference Shares

2.PreferenceShares	2.PreferenceShares	2.PreferenceShares	2.PreferenceShares	2.PreferenceShares
Stock code : - - Description : - - No. of preference shares Balance at close of preceding month Increase/(decrease) Balance at close of the month		- -		Authorised share capital (State currency)
			Par value (State currency)
3. Other Classes of Shares
Stock code : - - Description : - - No. of other classes of shares Balance at close of preceding month Increase/(decrease) Balance at close of the month		- -		Authorised share capital (State currency)
			Par value (State currency)

Total authorised share capital at the end of the month (State currency) :

HK$3,000,000,000.00

For Main Board and GEM listed issuers

II. Movements in Issued Share Capital

Balance at close of preceding month Increase/ (decrease) during the month Balance at close of the month	No. of ordinary shares (1) (2)	No. of ordinary shares (1) (2)	No of preference shares No. of other classes of shares	No of preference shares No. of other classes of shares
	4,351,488,667 0 **4,351,488,667 **	- - - - - -	- - - - - -	- - - - - -

III. Details of Movements in Issued Share Capital

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Share Options (under Share Option Schemes of the Issuer)
Particulars of share No. of new shares of No. of new shares of
option scheme issuer issued during issuer which may be
including EGM the month pursuant issued pursuant thereto
approval date Movement during the month thereto as at close of the month
(dd/mm/yyyy) and
class of shares
issuable Granted Exercised Cancelled Lapsed
1.
( / / )
shares
(Note 1)
2.
( / / )
shares
(Note 1)
3.
( / / )
shares
(Note 1)
Total A. (Ordinary shares)
(Preference shares)
(Other class)
Total funds raised during the month from exercise of
options (State currency)
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For Main Board and GEM listed issuers

Warrants to Issue Shares of the Issuer which are to be Listed

Description of warrants (Date of expiry- dd/mm/yyyy)	Description of warrants (Date of expiry- dd/mm/yyyy)	Description of warrants (Date of expiry- dd/mm/yyyy)	Currency of nominal value Nominal value at close of precedingmonth Exercised during the month	Currency of nominal value Nominal value at close of precedingmonth Exercised during the month	Nominal value at close of the month	Nominal value at close of the month	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
	1. Non-listed Warrants		HK$ N/A	5,520,000.00			0 0 N/A N/A	552,000,000
	(See Remark(1))
	(21/06/2012) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 2.
			Ordinary
		HK$0.147(subject to adjustment)
			(28/05/2010)
	( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 3.
			(/ /	)
	( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 4.
			(/ /	)
	( / / ) Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy)
			(/ /	)

For Main Board and GEM listed issuers

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

Class and description	Class and description	Currency of amount outstanding	Currency of amount outstanding	Amount at close of preceding month	Converted during the month	Amount at close of the month	Amount at close of the month	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
	1. Convertible Bonds		HK$	78,720.00	0	78,720.00			0 0 N/A N/A		787,200
	(See Remark(2))
	Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy)) 2.		N/A	)
			Ordinary
			HK$0.10
			(/ /
	Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 3.
	Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy) 4.			)
			(/ /
	Stock code (if listed) Class of shares issuable_(Note 1)_ Subscription price EGM approval date (if applicable) (dd/mm/yyyy)			)
			(/ /

For Main Board and GEM listed issuers Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)

underShare OptionSchemes)	underShare OptionSchemes)	,	,
Full particulars including EGM approval date (dd/mm/yyyy), if applicable, and class of shares issuable:		No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1. 2. 3.	Pursuant to the Sale and Purchase Agreement dated 23 February	NIL NIL 0 N/A N/A	10,312,500,000
	2011(as amended),the Companywill issue the Convertible Notes
	for an aggregateprincipal amount of HK$1,650,000,000 upon
	completion of the Acquisition. Should the Conversion right
	attached to the Convertible Notes be exercised in full,a maximum
	of 10,312,500,000 Conversion Shares would be issued. Completion
	of the Acquisition is still conditional upon,amongothers,the
	fulfilment(or waiver,as the case maybe)of the conditions
	precedent set out in the Sale and Purchase Agreement(as
	amended).(For details, please refer to the Circular dated
	31 May2011 and Announcements dated 20 July2011,30
	September 2011 and 6 October 2011,respectively)
	EGM Approval Date: (24/06/2011)
	Ordinary shares (Note 1)
	Pursuant to the Sale and Purchase Agreement dated 23 February		3,750,000,000
	2011(as amended),the Companywill issue an aggregate of
	3,750,000,000 Consideration shares upon completion of the
	Acquisition. Completion of the Acquisition is still conditional
	upon,amongothers,the fulfilment(or waiver,as the case maybe)
	of the conditionsprecedent set out in the Sale and Purchase
	Agreement(as amended).(For details, please refer to the Circular
	dated 31 May2011 and Announcements dated 20 July2011,30
	September 2011 and 6 October 2011,respectively)
	EGM Approval Date: (24/06/2011)
	Ordinary shares (Note 1)
	N/A
	( / / )
	shares (Note 1)
	Total D. (Ordinary shares)
	(Preference shares)
	(Other class)

For Main Board and GEM listed issuers

Other Movements in Issued Share Capital

Other Movements in Issued Share Capital
Type of Issue	No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1. Rights issue At price : State currency	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )
2. Open offer At price : State currency	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )
3. Placing At price : State currency	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )
4. Bonus issue	Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )

		For Main Board and GEM listed issuers	For Main Board and GEM listed issuers	For Main Board and GEM listed issuers
Type of Issue		No. of new shares of issuer issued during the month pursuant thereto No. of new shares of issuer which may be issued pursuant thereto as at close of the month
5. Scrip dividend At price : State currency		Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )
6. Repurchase of shares		Class of shares repurchased_(Note 1) Cancellation date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) _ ( / / ) ( / / )
7. Redemption of shares		Class of shares redeemed_(Note 1) Redemption date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) _ ( / / ) ( / / )
8. Consideration issue At price : State currency		Class of shares issuable (Note 1) Issue and allotment date : (dd/mm/yyyy) EGM approval date: (dd/mm/yyyy) __ ( / / ) ( / / )

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For Main Board and GEM listed issuers
No. of new No. of new
shares of shares of issuer
issuer issued which may be
during the issued
month pursuant
pursuant thereto as at
thereto close of the
month
Type of Issue
Class of shares issuable _
(Note 1)
Issue and allotment ( / / )
9. Capital
date : (dd/mm/yyyy)
reorganisation
( / / )
EGM approval date:
(dd/mm/yyyy)
Class of shares issuable _
(Note 1)
10. Other At price : [State ] Issue and allotment ( / / )
(Please specify) currency
date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
Total E. (Ordinary shares)
(Preference shares)
(Other class)
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Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E):	(1)	0
	(2)	- -
Total increase / (decrease) in preference shares during the month (i.e. Total of A to E):		- -
Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E):		- -
(Thesefigures should be the same as the relevantfigures under II above(“Movements in Issued Share		Capital”).)

For Main Board and GEM listed issuers

Remarks (if any):

• (1) Pursuant to the Supplemental Warrant Placing Agreement entered into between the Company and the Placing Agent on

7 June 2010, 562,000,000 non-listed Warrants have been subscribed by the Placees at a warrant issue price of HK$0.01 per Warrant. The Warrant entitling the holder thereof to subscribe for one ordinary share of the Company at an initial warrant exercise price of HK$0.147 per share (subject to adjustment) for a period of 24 months commencing from the date of issue of the Warrants.

• (2) For details, please refer to the Company’s prospectus dated 15 April 2010 and announcement dated 5 May 2010 in relation to the Open Offer of 562,500,000 Offer Shares at the Subscription Price on the basis of one Offer Share for every four Shares held on the Record Date, with a further Option to subscribe for the Convertible Bonds with a

principal amount of equal or not more than 80% of the aggregate value of the Offer Share allotted to the subscriber (i.e. the maximum number of the Conversion Shares is 449,999,997).

• (3) Pursuant to the Second Placing Agreement entered into between the Company and the Placing Agent on 18 October 2011, the Company has conditionally agreed to place, through the Placing Agent on a best-effort basis, all of the

6,500,000,000 placing shares at the placing price of HK$0.144 to HK$0.160 per placing share, to not less than six

placees. For details, please refer to the Company’s announcements dated 18 October 2011, 30 November 2011, 9 January 2012 and 12 January 2012, respectively and the Company’s circular dated 15 November 2011.

Submitted by: Tricor Tengis Limited

Title: Share Registrar (Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

1. If there is insufficient space, please append the prescribed continuation sheet