This announcement is not an offer to sell or a solicitation of any offer to buy the securities of Sunway Construction Group Berhad (“Securities”) in the United States of America (“United States”), Australia, Canada, Japan or in any other jurisdiction where such offer or sale would be unlawful.

The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“Securities Act”), or the laws of any state of the United States. Consequently, the Securities are being offered and sold only outside the United States in offshore transactions pursuant to Regulation S under the Securities Act.

(Unless stated otherwise, all expressions used in this announcement shall carry the same meanings as defined in the announcements dated 19 September 2014, 12 November 2014, 18 November 2014, 19 November 2014, 20 November 2014, 18 December 2014 and 4 February 2015 in relation to the Proposed Listing.)

We refer to the announcements dated 19 September 2014, 12 November 2014, 18 November 2014, 19 November 2014, 20 November 2014, 18 December 2014 and 4 February 2015.

On behalf of Sunway, RHB Investment Bank Berhad is pleased to announce that the SC has, vide its letter dated 5 February 2015 (which was received on 6 February 2015), approved the Proposed Listing pursuant to Subsection 214(1) of the Capital Markets and Services Act 2007, subject to the following conditions:

(i)            RHB Investment Bank Berhad/SCG to fully comply with the requirements of the SC’s Equity Guidelines and Prospectus Guidelines pertaining to the implementation of the Proposed Listing;     

(ii)           Prior to the registration of the prospectus, SCG to:

(a)           confirm and demonstrate that it has positive net cash flow from operating activities for the financial year ended 31 December 2014;

(b)           appoint additional independent director(s) so that the board composition comprises majority of independent directors;

(c)           ensure that all trade debts exceeding normal credit period and all non-trade debts owing by the interested persons (except for amount owing by Sunway Treasury Sdn Bhd) are settled; and

(d)           confirm and demonstrate that it is independent from Sunway and other corporations within the Sunway group in terms of its operations (including purchases and sales of goods, management,

management policies and finance); and

(iii)          SCG to allocate shares equivalent to at least 12.5% of its enlarged issued and paid-up share capital at the point of listing to Bumiputra investors. This includes the shares offered under the balloted public offer portion, of which 50% are to be offered to Bumiputra investors.  

The SC has also vide the abovementioned letter, approved the equity requirement for public companies application and granted its approval-in-principle for the registration of SCG’s prospectus.

This announcement is dated 9 February 2015.