We refer to our announcement dated 9 April 2015 in relation to the execution of the Share Sale Agreement (“Winstar SSA”) between Sunway Holdings Sdn Bhd (“SunHoldings”), a wholly-owned subsidiary of Sunway and the Winstar Vendors for the acquisition of 6,717,472 ordinary shares of RM1/- each, representing 100% of the total issued and paid-up share capital of Winstar Trading Sdn Bhd (“WTSB”) at an estimated purchase consideration of approximately RM130,953,294/- ("the Proposed Winstar Acquisition").

The Board of Directors of Sunway is pleased to announce that SunHoldings has on 15 September 2015, entered into a Second Supplemental Agreement in respect of the Winstar SSA with the Winstar Vendors for the purposes of inter alia:-

(1)      providing for a variation to the number of shares to be acquired by SunHoldings whereby SunHoldings shall acquire 80% of the issued and paid-up share capital of WTSB (“Sale Shares”), instead of the entire issued and paid-up share capital of WTSB and accordingly, to incorporate consequential amendments to the purchase consideration, the quantum of the Sale Shares to be acquired by SunHoldings and the manner of payment of the purchase consideration;

(2)      incorporating a call option to be granted by the Winstar Vendors to SunHoldings where SunHoldings may exercise the call option to acquire the remaining 20% of the issued and paid-up share capital of WTSB under certain events for a period of 3 years and 1 month following the completion of the third tranche of the Sale Shares in accordance with the terms and conditions of the Winstar SSA;

(3)      incorporating a put option to be granted by SunHoldings to the Winstar Vendors where the Winstar Vendors may require SunHoldings to acquire the remaining 20% of the issued and paid-up share capital of WTSB for a period of 1 month after the third anniversary of the  completion of the third tranche of the Sale Shares; and

(4)      incorporating 6 dormant subsidiaries of WTSB, namely I Star Electrical Sdn Bhd, The Venue International Sdn Bhd, Weld Star Sdn Bhd, Aptstar Sdn Bhd, McStar Sdn Bhd and North Star Marketing Sdn Bhd as part of the subsidiaries of WTSB which are to be acquired by SunHoldings as part of WTSB group of subsidiaries (“WTSB Group”).

The estimated amended purchase consideration for the Sale Shares of RM104,762,635/- was arrived at based on 80% of the aggregate net asset value (excluding minority interests) of WTSB Group as at 31 December 2013 of RM125,953,294/- together with goodwill. The amount of the purchase consideration for each of the three tranches for completion are subject to adjustments that will be payable by SunHoldings for the Sale Shares.

The adjusted First Tranche Consideration has been determined to be RM76,465,130 based on the completion management accounts provided as at 30 June 2015. The shareholding to be acquired by SunHoldings for the second tranche and third tranche are revised to 10% instead of 20%, the consideration of which shall be determined based on the future profitability of WTSB Group.

This announcement is dated 15 September 2015.