1.            INTRODUCTION

We refer to the announcement made by the Board of Directors of Sunway (“Board”) on 19 September 2014 in relation to the Proposed Internal Reorganisation (“Announcement”). Unless otherwise stated, the terms used herein shall have the same meaning as defined in the Announcement.

For information purposes, the Board wishes to provide further details of the Proposed Transfer of Identified Companies which are set out in this announcement.

2.            DETAILS OF THE PROPOSED TRANSFER OF IDENTIFIED COMPANIES

2.1        Execution of agreement

Sunway Holdings Sdn Bhd (“SunHoldings”), a wholly-owned subsidiary of Sunway, has on 31 October 2014 entered into a share sale agreement with Sunway Construction Sdn Bhd (“SunCon”), a wholly-owned subsidiary of SunHoldings, (“Identified Companies SSA”)  to acquire -

(a)        79.9% equity interest of Sunway Permai Sdn Bhd (“Sunway Permai”), consisting of 127,999 ordinary shares of RM1.00 each in Sunway Permai;

(b)        the entire issued and paid-up share capital of Sunway Transit System Sdn Bhd (“Sunway Transit System”), consisting of 10,000 ordinary shares of RM1.00 each in Sunway Transit System; and

(c)        the entire issued and paid-up share capital of Sunway Dimension Stones Sdn Bhd (“Sunway Dimension Stones”), consisting of 100,000 ordinary shares of RM1.00 each in Sunway Dimension Stones,

(collectively, the “Identified Companies Sale Shares”) for an aggregate sale and purchase consideration of RM21,100,001.00 (“Proposed Transfer of Identified Companies”).

Sunway Permai, Sunway Transit System and Sunway Dimension Stones are collectively referred to as the “Identified Companies”.

2.2        Purchase consideration

The aggregate sale and purchase consideration for the Identified Companies Sale Shares is RM21,100,001.00 (“Identified Companies Purchase Consideration”), which shall be satisfied entirely in cash by SunHoldings as follows:

2.3        Basis and justification of arriving at the purchase consideration for the Proposed Transfer of Identified Companies

The purchase consideration for the Proposed Transfer of Identified Companies was arrived at based on a ‘willing buyer, willing seller’ basis after taking into consideration, inter alia, the adjusted net assets of Sunway Permai and Sunway Dimension Stones and the net liabilities of Sunway Transit System based on respective management accounts of the companies for the financial period ended 30 June 2014 in respect of the Identified Companies Purchase Consideration.

3.         RATIONALE OF THE PROPOSED TRANSFER OF IDENTIFIED COMPANIES

The Proposed Transfer of Identified Companies is undertaken to streamline the businesses of SunCon by transferring its non-construction businesses to be held directly by SunHoldings.

4.         APPROVALS REQUIRED FOR THE PROPOSED TRANSFER OF IDENTIFIED COMPANIES

The Proposed Transfer of Identified Companies is not subject to the approval of the shareholders of the Company or any other relevant authorities.

5.         COMPLETION OF IDENTIFIED COMPANIES SALE SHARES

The sale and purchase of the Identified Companies Sale Shares has been completed immediately following the execution of the Identified Companies SSA. Accordingly, the completion of the Identified Companies SSA took place on 31 October 2014.

6.         DOCUMENTS AVAILABLE FOR INSPECTION

The Identified Companies SSA as referred to in Section 2 of this announcement will be made available to shareholders of Sunway for inspection at the registered office of Sunway at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 47500 Subang Jaya, Selangor Darul Ehsan, during normal business hours from Mondays to Fridays (except public holidays) for a period of 3 months from the date of this announcement.

This announcement is dated 31 October 2014.