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 (“Announcements”). 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 Hoi Hup Sunway which are set out in this announcement.

2.            DETAILS OF THE PROPOSED TRANSFER OF HOI HUP SUNWAY

2.1        Execution of agreement

Sunway Holdings Sdn Bhd (“SunHoldings”), a wholly-owned subsidiary of Sunway, has on 5 November 2014 entered into a share sale agreement with Sunway Concrete Products (S) Pte Ltd (“Sunway Concrete Products”), an indirect wholly-owned subsidiary of Sunway Construction Sdn Bhd, (“Hoi Hup Sunway SSA”) to acquire the 30% of the equity interest of Hoi Hup Sunway Development Pte Ltd (“Hoi Hup Sunway”) (“Hoi Hup Sunway Sale Shares”) for a purchase consideration of SGD300,000.00 (“Proposed Transfer of Hoi Hup Sunway”). 

2.2        Purchase consideration

The purchase consideration for the Hoi Hup Sunway Sale Shares is SGD300,000.00 (“Hoi Hup Sunway Purchase Consideration”), which shall be satisfied entirely in cash by SunHoldings.

2.3        Basis and justification of arriving at the purchase consideration for the Proposed Transfer of Hoi Hup Sunway

The purchase consideration for the Proposed Transfer of Hoi Hup Sunway was arrived at based on a ‘willing buyer, willing seller’ basis after taking into consideration the adjusted net assets of Hoi Hup Sunway based on management accounts of Hoi Hup Sunway for the financial period ended 31 October 2014 in respect of the Hoi Hup Sunway Purchase Consideration.

3.         RATIONALE OF THE PROPOSED TRANSFER OF HOI HUP SUNWAY

The Proposed Transfer of Hoi Hup Sunway 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 PROPOSAL TRANSFER OF HOI HUP SUNWAY

The Proposed Transfer of Hoi Hup Sunway is not subject to the approval of the shareholders of the Company or any other relevant authorities.

5.         ESTIMATED TIMEFRAME FOR COMPLETION

The sale and purchase of the Hoi Hup Sunway Sale Shares has been completed immediately following the execution of the Hoi Hup Sunway SSA. Accordingly, the completion of the Hoi Hup Sunway SSA took place on 5 November 2014.

6.         DOCUMENTS AVAILABLE FOR INSPECTION

The Hoi Hup Sunway 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 5 November 2014.