We refer to our announcements dated 9 April 2015 and 15 January 2016 in relation to the Share Sale Agreement dated 9 April 2015 (“SSA”) (as amended by the Supplemental Agreement dated 30 June 2015 and the Second Supplemental Agreement dated 15 January 2016) made between Sunway Holdings Sdn Bhd (“SunHoldings”), a wholly-owned subsidiary of Sunway and the Original Shareholders for the sale and purchase of 500,000 ordinary shares, representing 100% of the total issued and paid-up share capital of PND Hardware & Trading Pte Ltd (“PND”) at an estimated purchase consideration of approximately S$2,567,192/-.

The Board of Directors of Sunway hereby announce that SunHoldings has on 11 August 2017, entered into a Settlement Agreement in relation to the SSA with the Original Shareholders whereby the parties agree, amongst others, to the following:-

(1) the parties shall release each other from performing the second and third tranche of sale and purchase of ordinary shares in PND under the SSA;

(2) SunHoldings agrees to sell the first tranche of 300,000 ordinary shares in PND (“Sale Shares”) to the Original Shareholders at the same price which it had paid to the Original Shareholders under the SSA (i.e. S$1,540,315.20); 

(3) the sale and purchase of the Sale Shares is conditional upon the completion of the sale of the land held under Lot 1666 of Mukim 7 together with a factory building within such lot and known as 13 Gul Link, Singapore 629383 (“Excluded Asset”) by PND to ELIM Pte Ltd for a cash consideration of S$3,000,000 pursuant to the terms and conditions of the Option to Purchase dated 24 March 2017; 

(4) the sale and purchase of the Sale Shares shall complete within 30 days from the completion of the sale and purchase of the Excluded Asset; and 

(5) Upon the completion of the sale and purchase of the Sale Shares and payments made by the Original Shareholders, the SSA shall be terminated and the parties shall not have any further rights and remedies under the SSA.

This announcement is dated 11 August 2017.