Sunway Bhd : OTHERS SUNWAY BERHAD ("SUNWAY") - SHARE SALE AGREEMENT BETWEEN SUNWAY HOLDINGS SDN BHD (A WHOLLY-OWNED SUBSIDIARY OF SUNWAY) AND LIM POH LO, LAU CHOR GEOK, LIM HWEE GUAN, KHOO CHAI EE, KHOO CHAI PEK AND PENG GAI HOCK (COLLECTIVELY, "PND VENDORS")

We refer to our announcement dated 9 April 2015 in relation to the execution of the Share Sale Agreement ('PND SSA') between Sunway Holdings Sdn Bhd ('SunHoldings'), a wholly-owned subsidiary of Sunway and the PND Vendors for the acquisition of 500,000 ordinary shares of S$1/- each, 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 15 January 2016, entered into a Second Supplemental Agreement in respect of the PND SSA with the PND Vendors to, inter alia:-

(1) Redefine the First Financial Period, the Second Financial Period and the Third Financial Period from 31 December 2015, 31 December 2016 and 31 December 2017 to 31 December 2016, 31 December 2017 and 31 December 2018 respectively for the primary purpose of the determination of the profit guarantee;

(2) Remove the requirement of a stakeholder to hold the securities of the minimum security value and such securities is to be deposited with Sunway Marketing (S) Pte Ltd; and

(3) Nominate the following wholly-owned subsidiaries of SunHoldings to receive and accept 60% of the total issued and paid-up share capital of PND ('First Tranche Sale Shares'):-

(i) Sunway Marketing (S) Pte Ltd to receive and accept 299,500 ordinary shares of S$1/- each in PND from the PND Vendors; and

(ii) Sunway Marketing Sdn Bhd to receive and accept 500 ordinary shares of S$1/- each in PND to be transferred by one of PND Vendors.

The net asset value (excluding minority interests) ('NAV') of PND based on the completion management accounts as at 30 November 2015 is the same as the NAV reported in 31 December 2013. Accordingly, the purchase consideration for the First Tranche Sale Shares remains the same.

The First Tranche Sale Shares was completed on 15 January 2016 and consequently, PND has become a subsidiary of SunHoldings.

The details of Sunway Marketing (S) Pte Ltd and Sunway Marketing Sdn Bhd are set out in the table below.

Name of Companies	Date of incorporation	Principal Activities	Authorised Share Capital	Paid-up Share Capital
Sunway Marketing (S) Pte Ltd	21.08.75	Trading in hose and fittings and hose assembly	-	S$6,000,000/-
Sunway Marketing Sdn Bhd	21.11.83	Marketing, distribution and sale of construction related products and industrial products	RM25,000,000/-	RM13,100,009/-

This announcement is dated 15 January 2016.