SUNWAY BERHAD (Company No D) (Incorporated in Malaysia)

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER IMMEDIATELY. Bursa Malaysia Securities Berhad has not perused Part B of this Circular prior to its issuance as it is prescribed as an Exempt Circular. Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. SUNWAY BERHAD (Company No D) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS In Relation To Part A PROPOSED SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE Part B PROPOSED AUTHORITY FOR THE PURCHASE OF OWN SHARES BY THE COMPANY AND EXTRACT OF THE NOTICE OF ANNUAL GENERAL MEETING The Notice convening the 5 th Annual General Meeting of the Company to be held at Grand Caymans, Level 10, Sunway Resort Hotel & Spa, Persiaran Lagoon, Bandar Sunway, Subang Jaya, Selangor Darul Ehsan on Thursday, 25 June 2015 at 3.30 p.m. is set out in the Company s Annual Report A Proxy Form is enclosed in the Company s Annual Report 2014 which you are urged to complete and return in accordance with the instructions therein as soon as possible so as to arrive at the Registered Office of the Company not later than 48 hours before the time set for holding the meeting. The lodging of the Proxy Form will not preclude you from attending and voting in person at the meeting should you subsequently wish to do so. The last day and time for lodging the Proxy Form is on Tuesday, 23 June 2015 at 3.30 p.m. This Circular is dated 29 May 2015

2 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular: Act : The Malaysian Companies Act 1965 as amended from time to time and any re-enactment thereof Active Equity Group : Active Equity Sdn Bhd (92492-K) and its subsidiaries AGM : Annual General Meeting Board : The Board of Directors of Sunway Bursa Securities : Bursa Malaysia Securities Berhad ( W) Director : Includes a person occupying or acting in the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors of a corporation are accustomed to act, and an alternate or substitute director; and includes any person who is or was within the preceding 6 months of the date on which the terms of the transaction were agreed upon, a director or a chief executive of the company, its subsidiary or holding company Evan Cheah : Evan Cheah Yean Shin EPS : Earnings Per Share Khazanah Nasional Berhad Group Khazanah Nasional Berhad ( K), its subsidiaries and associated companies Listing Requirements : Main Market Listing Requirements of Bursa Securities, including any amendments thereto that may be made from time to time Major Shareholder : A person who has an interest or interests in one or more voting shares in a company and the nominal amount of that share, or the aggregate of the nominal amounts of those shares, is (a) 10% or more of the aggregate of the nominal amounts of all the voting shares in the company; or (b) 5% or more of the aggregate of the nominal amounts of all the voting shares in the company where such person is the largest shareholder of the company including any person who is or was within the preceding 6 months of the date on which the terms of the transaction were agreed upon, a major shareholder of the company as defined above or any other company which is its subsidiary or holding company i

3 For the purpose of this definition, "interest in shares" has the meaning given in Section 6A of the Act Mandated Related Parties : Jef-San Enterprise Sdn Bhd, Active Equity Group, Perbadanan Kemajuan Negeri Selangor Group, Sunway Technology Group, Akitek Akiprima Sdn Bhd, SCG Group, Sunway Real Estate Investment Trust, joint venture partners of Sunway s subsidiaries (including Persons Connected/subsidiaries of the joint venture partners), Kuwait Finance House (Malaysia) Berhad, Employees Provident Fund Board of Malaysia, Khazanah Nasional Berhad Group, Infra-Melia Sdn Bhd, Directors and Major Shareholders of Sunway and its subsidiaries and Persons Connected with them NA : Net Assets Perbadanan Kemajuan Negeri Selangor Group : Perbadanan Kemajuan Negeri Selangor (Enakmen 4/1964), its subsidiaries and associated companies Person Connected : Such person, in relation to a Director or Major Shareholder, who falls under any one of the following categories: (a) a family member of the Director or Major Shareholder ( family shall include spouse; parent; child including adopted child and stepchild; brother; sister; spouse of child, brother or sister); (b) a trustee of a trust (other than a trustee for an employee share scheme or pension scheme) under which the Director, Major Shareholder or a family member of the Director or Major Shareholder is the sole beneficiary; (c) a partner of the Director, Major Shareholder or a partner of a person connected with that Director or Major Shareholder; (d) a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the Director or Major Shareholder; (e) a person in accordance with whose directions, instructions or wishes the Director or Major Shareholder is accustomed or is under an obligation, whether formal or informal, to act; (f) a body corporate or its Directors which/who is/are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the Director or Major Shareholder; (g) a body corporate or its Directors whose directions, instructions or wishes the Director or Major Shareholder is accustomed or under an obligation, whether formal or informal, to act; ii

4 (h) a body corporate in which the Director, Major Shareholder or persons connected with him are entitled to exercise, or control the exercise of, not less than 15% of the votes attached to voting shares in the body corporate; or (i) a body corporate which is a related corporation Proposed Shareholders Mandate or Proposal : Proposed shareholders mandate for RRPT to be entered into by Sunway Group from the date of the forthcoming AGM until the next AGM Puan Sri Susan Cheah : Puan Sri Datin Seri (Dr) Susan Cheah Seok Cheng Related Party : Director, Major Shareholder or Person Connected with such Director or Major Shareholder Related Party Transaction : A transaction entered into by the Company or its subsidiaries which involves the interest, direct or indirect, of a Related Party RRPT : Related party transactions which are recurrent, of a revenue or trading nature and which are necessary for Sunway Group s day-to-day operations and are in the ordinary course of business, including provision of financial assistance Sarena Cheah : Sarena Cheah Yean Tih SCG : Sunway Construction Group Berhad ( W) SCG Group : SCG, its subsidiaries, unincorporated joint ventures, unincorporated consortiums and associated companies Share(s) or Sunway Share(s) : Ordinary share(s) of RM1.00 each in the Company Sunway or the Company : Sunway Berhad ( D) Sunway Group or the Group : Sunway, its subsidiaries and jointly controlled entities (incorporated and unincorporated) Sunway Technology Group : Sunway Technology Sdn Bhd ( H), its subsidiaries and associated companies Tan Sri Jeffrey Cheah : Tan Sri Dato Seri Dr Jeffrey Cheah Fook Ling, AO iii

5 CONTENTS LETTER TO THE SHAREHOLDERS CONTAINING: PART A Page 1. INTRODUCTION 2 2. DETAILS OF THE PROPOSAL A. Part E, Paragraphs and of Chapter 10 and Practice Note 12 of the Listing Requirements B. Proposed Shareholders Mandate C. Classes of Mandated Related Parties D. Nature of RRPT E. Amount due and owing to Sunway Group by Mandated Related Parties F. Rationale for, and the benefit to, the Group for transacting with Mandated Related Parties G. Review Procedures for RRPT H. Audit Committee's Statements INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS CONDITION OF THE PROPOSAL DIRECTORS' RECOMMENDATION AGM FURTHER INFORMATION 35 PART B 1. INTRODUCTION DETAILS OF THE PROPOSED SHARE BUY-BACK RATIONALE FOR THE PROPOSED SHARE BUY-BACK 39 iv

6 CONTENTS (cont d) PART B (cont d) Page 4. EFFECTS OF THE PROPOSED SHARE BUY-BACK Share Capital 4.2 NA and Working Capital 4.3 EPS 4.4 Shareholdings of Directors and Substantial Shareholders 4.5 Dividends 4.6 Implication relating to the Malaysian Code on Take-Overs and Mergers, 2010 ( the Code ) SHARE PRICES PURCHASES, RESALES OR CANCELLATION MADE IN THE PRECEDING 12 MONTHS APPROVAL REQUIRED INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS DIRECTORS RECOMMENDATION AGM FURTHER INFORMATION 45 APPENDIX APPENDIX I FURTHER INFORMATION 46 EXTRACT OF THE NOTICE OF 5 TH ANNUAL GENERAL MEETING 51 v

7 PART A PROPOSED SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1

8 SUNWAY BERHAD (Company No D) (Incorporated in Malaysia) Registered Office: Level 16, Menara Sunway Jalan Lagoon Timur Bandar Sunway Subang Jaya Selangor Darul Ehsan 29 May 2015 Board of Directors: Tan Sri Dato Seri Dr Jeffrey Cheah Fook Ling, AO (Executive Chairman; Non-Independent Executive Director) Tan Sri Datuk Seri Razman M Hashim (Deputy Executive Chairman; Non-Independent Executive Director) Dato Chew Chee Kin (President; Non-Independent Executive Director) Sarena Cheah Yean Tih (Executive Director; Non-Independent Executive Director) Wong Chin Mun (Senior Independent Non-Executive Director) Datuk Seri Yam Kong Choy (Independent Non-Executive Director) Lim Swe Guan (Independent Non-Executive Director) Tan Sri Dato Dr Lin See Yan (Independent Non-Executive Director) To : The Shareholders of Sunway Berhad Dear Sir/Madam PROPOSED SHAREHOLDERS MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE 1. INTRODUCTION Pursuant to Paragraph of the Listing Requirements, the Company had procured the shareholders mandate at its last AGM held on 26 June 2014, for the Company and its subsidiaries, in their normal course of business, to enter into those transactions which are recurrent and of a revenue or trading nature which are necessary for the Group s day-to-day operations as set out in paragraph 2D below, with the Group s Related Parties. The shareholders mandate will be in force until the conclusion of the forthcoming AGM of the Company, unless the mandate is renewed. The Board wishes to seek the shareholders approval for the Proposed Shareholders Mandate at the forthcoming AGM of the Company. The Company had on 21 May 2015, made the announcement to Bursa Securities pertaining to the Proposal. The purpose of this Circular is to provide you with details pertaining to the Proposal and to seek your approval for the resolution thereto to be tabled at the forthcoming AGM of the Company scheduled to be held at Grand Caymans, Level 10, Sunway Resort Hotel & Spa, Persiaran Lagoon, Bandar Sunway, Subang Jaya, Selangor Darul Ehsan on Thursday, 25 June 2015 at 3.30 p.m. 2

9 SHAREHOLDERS OF SUNWAY ARE ADVISED TO READ THE CONTENTS OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE RELEVANT RESOLUTION PERTAINING TO THE PROPOSAL. 2. DETAILS OF THE PROPOSAL A. Part E, Paragraphs and of Chapter 10 and Practice Note 12 of the Listing Requirements The details of the recurrent related party transactions of a revenue or trading nature pursuant to Part E, Paragraph 10.09, which should be read in conjunction with Paragraph of the Listing Requirements to be dealt with at the forthcoming AGM are as follows:- (a) Under Part E, Paragraph (1) to (4) of the Listing Requirements, where transactions are entered into by the Company or its subsidiary(ies) with a Related Party, the Company must make an immediate announcement to Bursa Securities in respect of such transactions where any one of the percentage ratios is 0.25% or more, unless the value of the consideration given or received in relation to the transaction is less than RM500,000. (b) For a Related Party Transaction where any one of the percentage ratios is 5% or more, the Company must comply with the following, in addition to (a) above:- (i) send a circular to the shareholders; (ii) obtain the shareholders' approval of the transaction in general meeting; and (iii) appoint an independent adviser who is a corporate finance adviser within the meaning of the Securities Commission's Principal Adviser Guidelines, before the terms of the transaction are agreed upon. The independent adviser referred to in (iii) above must, in relation to the transaction:- (i) comment as to whether the transaction is fair and reasonable so far as the shareholders are concerned and whether the transaction is to the detriment of minority shareholders and such opinion must set out the reasons for, the key assumptions made and the factors taken into consideration in forming that opinion; (ii) advise the minority shareholders on whether they should vote in favour of the transaction; and (iii) take all reasonable steps to satisfy itself that it has a reasonable basis to make the comments and advice. (c) For a Related Party Transaction where any one of the percentage ratios is 25% or more, in addition to (a) and (b) above, the Company must appoint a main adviser, who is a Principal Adviser within the meaning of the Securities Commission's Principal Adviser Guidelines, before the terms of the transaction are agreed upon, and it shall be the duty and responsibility of the main adviser to:- (i) Advise whether such transaction is carried out on fair and reasonable terms and conditions, and not to the detriment of minority shareholders of the Company; (ii) ensure that such transaction complies with the relevant laws, regulations or guidelines, where applicable; (iii) ensure full disclosure of all information required to be disclosed in the announcement and circular to shareholders; and (iv) confirm to Bursa Securities after the transaction has been completed and all the necessary approvals have been obtained, that it has discharged its responsibility with due care in regard to the transaction. 3

10 (d) Under Part E, Paragraph of the Listing Requirements, the Company may seek shareholders' mandate in respect of Related Party Transactions involving recurrent transactions of a revenue or trading nature, which are necessary for its day-to-day operations such as supplies of materials, subject to the following:- (i) (ii) (iii) The transactions are in the ordinary course of business and are on terms not more favourable to the Related Party than those generally available to the public; The shareholders mandate is subject to annual renewal and disclosure of the aggregate value of such transactions conducted during the financial year is made in the annual report; Issuing of circular to shareholders by the Company for the shareholders mandate; (iv) In a meeting to obtain shareholders mandate, the interested Director, Major Shareholder or Persons Connected with a Director or Major Shareholder; and where it involves the interest of the Persons Connected with a Director or Major Shareholder, such Director or Major Shareholder must not vote on the resolution approving the transactions. An interested Director or Major Shareholder must ensure that Persons Connected with him abstain from voting on the resolution approving the transactions; and (v) The listed company immediately announces to Bursa Securities when the actual value of a recurrent related party transaction entered into by the listed company, exceeds the estimated value of the recurrent related party transaction disclosed in the circular by 10% or more. Paragraph 3.4 of Practice Note 12 ( PN12 ) stipulates that notwithstanding Paragraph 3.2(d) of PN12 and subject to Paragraph of the Listing Requirements and other provisions of PN12, the Company may seek the shareholders mandate for the provision of financial assistance to its Related Parties, as provision of financial assistance is regarded as a recurrent transaction under PN12. The shareholders mandate in respect to the provision of financial assistance comprises the following transactions:- (a) the pooling of funds within the listed company's group of companies via a centralised treasury management function or such similar arrangements which entails the provision of financial assistance by the listed company and/or its unlisted subsidiaries on a short or medium term basis provided that:- (i) (ii) the listed company in seeking such a mandate in accordance with Paragraphs 8.23 and of the Listing Requirements, must include in its circular, in addition to such other information as prescribed under the Listing Requirements, the estimated amounts or value of financial assistance (hereinafter referred to as "the Estimate"); and if the actual amount of financial assistance provided or rendered exceeds the Estimate, the listed company must make an immediate announcement of the same. If the percentage ratio of the amount of financial assistance provided or rendered in excess of the Estimate is 5% or more, the listed company must comply with Paragraph of the Listing Requirements. 4

11 For purposes of this paragraph:- (aa) "short or medium term basis" means for a duration not exceeding 3 years; and (bb) "group of companies" means the subsidiaries, associated companies of the listed company and the listed company's immediate holding company which is listed. (b) provision of guarantee, indemnity or such other collateral to or in favour of another person which is necessary in order to procure a contract or secure work from the other person or to enable the other person to commence and/or complete a contract or work for the listed company or its subsidiaries. (c) provision of financial assistance in respect of the business of:- (i) leasing, factoring or hire purchase carried out by a listed company or its unlisted subsidiaries; or (ii) share financing or share margin financing carried out by a listed company or its unlisted subsidiaries which is a Participating Organisation; or (iii) such other similar business that may be determined by Bursa Securities. Where the Company has procured shareholders' mandate pursuant to Paragraph of the Listing Requirements, the provisions of Paragraph of the Listing Requirements will not apply. B. Proposed Shareholders Mandate The principal activities of the Company are investment holding and provision of management Its subsidiaries are principally involved in property development, property investment, construction, quarry, building materials, trading and manufacturing, hospitality, leisure and healthcare. The Board is seeking approval from the shareholders for the Proposed Shareholders Mandate in respect of RRPT to be entered into by Sunway Group from the date of forthcoming AGM to the next AGM. These RRPT are conducted in the ordinary course of business with the Mandated Related Parties and are on normal commercial terms which are not more favourable to the Mandated Related Parties than those generally available to the public and are not detrimental to the minority shareholders of the Company. The Proposed Shareholders Mandate, if approved by the shareholders at the AGM, will take effect from and including 25 June 2015, being the date of the forthcoming AGM, and shall continue to be in force until:- (a) the conclusion of the next AGM of the Company at which time it will lapse, unless by a resolution passed at the next AGM, the Proposed Shareholders Mandate is renewed; or (b) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 143(1) of the Act (but must not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or (c) revoked or varied by resolution passed by the shareholders in general meeting, whichever is the earlier. 5

12 Thereafter, approval from shareholders will be sought for a renewal of the Proposed Shareholders Mandate at each subsequent AGM of the Company. C. Classes of Mandated Related Parties The Proposal will apply to the following classes of Mandated Related Parties:- Mandated Related Parties Principal Activities (i) Jef-San Enterprise Sdn Bhd Provision of management services; rental of properties and investment holding. (ii) Perbadanan Kemajuan Negeri Selangor Group Property developer; provision of construction and related services; manufacturing of building materials and general trading. (iii) Sunway Technology Group Investment holding; trading in computers and related components; and provision of training, information technology and consultancy (iv) SCG Investment holding; provision of construction services including building and civil infrastructure construction services, foundation and geotechnical engineering services and mechanical, electrical and plumbing services; manufacturing and sale of precast concrete products. (v) Akitek Akiprima Sdn Bhd Architectural consultants and designers. (vi) (vii) Sunway Real Estate Investment Trust Kuwait Finance House (Malaysia) Berhad A real estate investment trust where funds from investors are pooled and invested towards a specified goal as set out in the investment objective of the fund, to provide unitholders with an exposure to a diverse portfolio of authorised investments that will provide stable cash distributions with the potential for sustainable growth. Provision of a wide range of financial services including consumer, corporate and investment banking. (viii) Employees Provident Fund Board of Malaysia Receiving and collecting contributions, meeting all withdrawals of savings and other benefits to members or their beneficiaries upon satisfaction of any condition for withdrawals, and investing monies for the benefit of members. 6

13 Mandated Related Parties Principal Activities (ix) Khazanah Nasional Berhad Group Investment holding; dealing in land lease and land. (x) Infra-Melia Sdn Bhd General trading. (xi) Active Equity Group Investment holding; property investment; contract works for civil and housing projects, manufacturing and trading of cabin; property and project management, letting of property and operation of petrol station. (xii) (xiii) Joint venture partners of Sunway s subsidiaries (including Persons Connected/subsidiaries of the joint venture partners) which include inter alia, Wuhu Xin Long Machinery Co. Ltd, Biaxis (M) Sdn Bhd, DCF Trek Co. Ltd, Kumpulan Soilmas Sdn Bhd, Rongyao Investment Development Co. Ltd, Mr Yu De Mao, Mr Goh Teong Hoe, Opus Developers and Builders Private Limited, Sin Hin Lim Brothers Trading Sdn Bhd, Fawanis Sdn Bhd, Shanghai Guang Hao Real Estate Development Group Co. Ltd, Sino-Singapore Tianjin Eco- City Investment and Development Co. Ltd, MAK Projects Pte Ltd, Mitsui Fudosan (Asia) Pte Ltd, Millennium Pavilion Sdn Bhd, Encik Fawzi Bin Abd Aziz and Puan Aminah Bt Noordin Directors and Major Shareholders of Sunway and its subsidiaries and Persons Connected with them (collectively referred to as the Mandated Related Parties ) Design, manufacture and sale of pretensioned spun concrete piles; to carry out foundation and construction works; production and sale of automative parts, hydraulic pipes, coupling and adapter; production, sale and marketing of building materials, import and export trading; to undertake the business of foundation engineering; property and housing development; manufacturing and assembling of undercarriage components, trading, providing design, consultancy services, repair and maintenance; to undertake business of import, marketing and sale of architectural and finishing products; trading of construction materials and general contract work; operation of quarry; investment holding and property investment. N/A Sunway is currently undertaking a corporate exercise to list its construction division on the Main Market of Bursa Securities and SCG is targeted to be listed in the third quarter of Upon listing, SCG Group will be regarded as related parties to Sunway Group. SCG Group will remain as subsidiaries of Sunway after listing. 7

14 D. Nature of RRPT The types of RRPT which will be covered by the Proposed Shareholders Mandate are transactions of a revenue or trading nature which are necessary for the day-to-day operations of the Sunway Group and are on terms not more favourable to the Mandated Related Parties than those generally available to the public, which include the provision of financial assistance pursuant to PN12 of the Listing Requirements. Mandated Related Parties Interested Directors/Major Shareholders/ Persons Connected Nature of RRPT Previous estimated value as disclosed in the Circular to Shareholders dated 4 June 2014 ( Estimated Actual value transacted from the last AGM to 30 April 2015, being the latest practicable date before the printing of this Circular ( Actual New estimated value from this AGM to the next AGM (to be held in June 2016) ( New Estimated RM 000 RM 000 RM 000 Jef-San Enterprise Sdn Bhd ( Jef-San ) Tan Sri Jeffrey Cheah, Sarena Cheah and Evan Cheah are Directors of Jef-San. Tan Sri Jeffrey Cheah and Puan Sri Susan Cheah are Major Shareholders of Jef-San. Tan Sri Jeffrey Cheah and Sarena Cheah are Directors and Major Shareholders of Sunway as well as Directors in several subsidiaries of Sunway. Evan Cheah is a Director in several subsidiaries of Sunway and Major Shareholder of Sunway. Puan Sri Susan Cheah is a Major Shareholder of Sunway. Rental of premises** Recreational club and theme park facilities, time sharing and medical tourism Hotel and related Ticketing and tour related Medical Security and related Property management and related Insurance products and related

15 Mandated Related Parties Interested Directors/Major Shareholders/ Persons Connected Nature of RRPT Previous estimated value as disclosed in the Circular to Shareholders dated 4 June 2014 ( Estimated Actual value transacted from the last AGM to 30 April 2015, being the latest practicable date before the printing of this Circular ( Actual New estimated value from this AGM to the next AGM (to be held in June 2016) ( New Estimated RM 000 RM 000 RM 000 Secretarial and management Financial and information technology related Interior decorations and - - # related services, and renovation works. Active Equity Group Tan Sri Jeffrey Cheah, Sarena Cheah and Evan Cheah are Directors and Major Shareholders of Active Equity Sdn Bhd as well as Directors in several subsidiaries of Active Equity Sdn Bhd. Car repair, car rental, car park rental, car transfer fee, lubricants, car accessories and related 2, Tan Sri Jeffrey Cheah and Sarena Cheah are Directors and Major Shareholders of Sunway as well as Directors in several subsidiaries of Sunway. Evan Cheah is a Director in several subsidiaries of Sunway and Major Shareholder of Sunway. Rental of office/workshop, apartment** and related Security and related Medical Computer products, software support, maintenance and other information technology 9

16 Mandated Related Parties Interested Directors/Major Shareholders/ Persons Connected Nature of RRPT Previous estimated value as disclosed in the Circular to Shareholders dated 4 June 2014 ( Estimated Actual value transacted from the last AGM to 30 April 2015, being the latest practicable date before the printing of this Circular ( Actual New estimated value from this AGM to the next AGM (to be held in June 2016) ( New Estimated RM 000 RM 000 RM 000 Staff training and human resource Insurance products and related Recreational club and theme park facilities Hotel and related Ticketing and tour related Branding, marketing and related Interior decorations and - - # related services, and renovation works. Secretarial and management

17 Mandated Related Parties Applicable for transactions between Perbadanan Kemajuan Negeri Selangor Group and: Sunway PKNS Sdn Bhd ( SPKNS ) or its subsidiaries Sunway D Mont Kiara Sdn Bhd any new subsidiaries/ associated companies to be incorporated or acquired by SPKNS in future Interested Directors/Major Shareholders/ Persons Connected Nature of RRPT Perbadanan Kemajuan Negeri Selangor is a Major Shareholder with 40% direct interest in SPKNS, which is a 60% owned subsidiary of Sunway. Perbadanan Kemajuan Negeri Selangor also has 30% deemed interest in Sunway D Mont Kiara Sdn Bhd, which is an associated company of SPKNS. Construction and related services* and building materials. Acquisition of development properties and land or landbased properties provided that any one of the percentage ratios of the transaction does not exceed 10% as defined in the Listing Requirements. Property management and related Interior decorations and related services, and renovation works. Sale of development properties and land or landbased properties provided that any one of the percentage ratios of the transaction does not exceed 10% as defined in the Listing Requirements. 11 Previous estimated value as disclosed in the Circular to Shareholders dated 4 June 2014 ( Estimated Actual value transacted from the last AGM to 30 April 2015, being the latest practicable date before the printing of this Circular ( Actual New estimated value from this AGM to the next AGM (to be held in June 2016) ( New Estimated RM 000 RM 000 RM 000 # - # ## - ## # ## - ##

18 Mandated Related Parties Interested Directors/Major Shareholders/ Persons Connected Nature of RRPT Previous estimated value as disclosed in the Circular to Shareholders dated 4 June 2014 ( Estimated Actual value transacted from the last AGM to 30 April 2015, being the latest practicable date before the printing of this Circular ( Actual New estimated value from this AGM to the next AGM (to be held in June 2016) ( New Estimated RM 000 RM 000 RM 000 SCG Evan Cheah is a Director and Major Shareholder of SCG as well as Director in several subsidiaries of SCG. Tan Sri Jeffrey Cheah, Puan Sri Susan Cheah and Sarena Cheah are Major Shareholders of SCG. Tan Sri Jeffrey Cheah and Sarena Cheah are Directors and Major Shareholders of Sunway as well as Directors in several subsidiaries of Sunway. Evan Cheah is a Director in several subsidiaries of Sunway and Major Shareholder of Sunway. Puan Sri Susan Cheah is a Major Shareholder of Sunway. Leasing/rental properties**. of premises/ Recreational club and theme park facilities, time sharing and medical tourism - - 9, Hotel and related Ticketing and tour related Medical Information technology network, internet, lotus notes and related Property management and related Share registration, secretarial and related - Insurance products and related - - 7,500 12

19 Mandated Related Parties Interested Directors/Major Shareholders/ Persons Connected Nature of RRPT Previous estimated value as disclosed in the Circular to Shareholders dated 4 June 2014 ( Estimated Actual value transacted from the last AGM to 30 April 2015, being the latest practicable date before the printing of this Circular ( Actual New estimated value from this AGM to the next AGM (to be held in June 2016) ( New Estimated RM 000 RM 000 RM 000 Rental of office equipment, motor vehicles and other related Rental and management of car parks** and related Management and related ,000 Rental of plant and - - # machineries and other related Security and related Finance and other related - - 2,000 Trade mark license fee Construction and related - # services*, foundation and - geotechnical engineering and mechanical, electrical plumbing and related Office maintenance and services charges

20 Mandated Related Parties Interested Directors/Major Shareholders/ Persons Connected Nature of RRPT Building materials, spare parts and other related construction materials and Rental and purchase of spare parts and construction machineries. Group brand, marketing and communication s initiatives and events cost. Staff training and human resource Purchase and repair of plant and machineries. Provision of maintenance and repair of plant and machineries and equipment. Interior decorations and related services, and renovation works. Hire purchase/ lease expenses. 14 Previous estimated value as disclosed in the Circular to Shareholders dated 4 June 2014 ( Estimated Actual value transacted from the last AGM to 30 April 2015, being the latest practicable date before the printing of this Circular ( Actual New estimated value from this AGM to the next AGM (to be held in June 2016) ( New Estimated RM 000 RM 000 RM # - - 6, , #

21 Mandated Related Parties Sunway Technology Group Interested Directors/Major Shareholders/ Persons Connected Nature of RRPT Previous estimated value as disclosed in the Circular to Shareholders dated 4 June 2014 ( Estimated Actual value transacted from the last AGM to 30 April 2015, being the latest practicable date before the printing of this Circular ( Actual New estimated value from this AGM to the next AGM (to be held in June 2016) ( New Estimated RM 000 RM 000 RM 000 Interest income earned from fund placement ,500 Payment of utilities charges Human resource and - - 7,000 information technology and other related Provision of treasury Provision of other staff benefit Tan Sri Jeffrey Cheah and Evan Cheah are Directors of Sunway Technology Sdn Bhd. Evan Cheah is also a Director in several subsidiaries of Sunway Technology Sdn Bhd. Tan Sri Jeffrey Cheah is a Major Shareholder of Sunway Technology Group. Puan Sri Susan Cheah has deemed interest in Sunway Technology Group via a corporation where she has more than 15% shareholding and by virtue of her spouse s interest in Sunway Technology Group. Puan Sri Susan Cheah and Evan Cheah are the spouse and child of Tan Sri Jeffrey Cheah respectively. Tan Sri Jeffrey Cheah is a Director and Major Shareholder of Sunway as well as Director in Computer products, software support, maintenance and consultancy services for information technology software and hardware. Rental of premises/ properties**. Recreational club and theme park facilities, time sharing and medical tourism # 23,224 # 3,000 1,181 3,

22 Mandated Related Parties Interested Directors/Major Shareholders/ Persons Connected Nature of RRPT several subsidiaries of Sunway. Evan Cheah is a Director in several subsidiaries of Sunway and Major Shareholder of Sunway. Puan Sri Susan Cheah is a Major Shareholder of Sunway. Previous estimated value as disclosed in the Circular to Shareholders dated 4 June 2014 ( Estimated Actual value transacted from the last AGM to 30 April 2015, being the latest practicable date before the printing of this Circular ( Actual New estimated value from this AGM to the next AGM (to be held in June 2016) ( New Estimated RM 000 RM 000 RM 000 Hotel and related Ticketing and tour related Medical Information technology network, internet, lotus notes and related ,000 Security and related Interior decorations and - - # related services, and renovation works. Property management and related Secretarial and management Insurance products and related Rental of office equipment, motor vehicles and other related 16

23 Mandated Related Parties Akitek Akiprima Sdn Bhd ("AASB") Interested Directors/Major Shareholders/ Persons Connected Nature of RRPT Previous estimated value as disclosed in the Circular to Shareholders dated 4 June 2014 ( Estimated Actual value transacted from the last AGM to 30 April 2015, being the latest practicable date before the printing of this Circular ( Actual New estimated value from this AGM to the next AGM (to be held in June 2016) ( New Estimated RM 000 RM 000 RM 000 Financial and information technology related Sale of development properties and land or landbased properties provided that any one of the percentage ratios of the transaction does not exceed 10% as defined in the Listing Requirements. ## - ## Trade mark license fee Investment holding Trading and manufacturing Education institutions and Cheah Teik Jin, the brother of Puan Sri Susan Cheah, is a Director and Major Shareholder of AASB. Puan Sri Susan Cheah is a Major Shareholder of Sunway. Architectural and related services/products. Interior decorations and related services, and renovation works. # # # 17

24 Mandated Related Parties Sunway Real Estate Investment Trust ( Sunway REIT ) Interested Directors/Major Shareholders/ Persons Connected Nature of RRPT Previous estimated value as disclosed in the Circular to Shareholders dated 4 June 2014 ( Estimated Actual value transacted from the last AGM to 30 April 2015, being the latest practicable date before the printing of this Circular ( Actual New estimated value from this AGM to the next AGM (to be held in June 2016) ( New Estimated RM 000 RM 000 RM 000 Sunway is a major unitholder of Sunway REIT. Tan Sri Jeffrey Cheah, Puan Sri Susan Cheah, Sarena Cheah, Evan Cheah, Sungei Way Corporation Sdn Bhd and Active Equity Sdn Bhd, being Major Shareholders of Sunway, also have deemed interests in Sunway REIT via Sunway. Leasing/rental of properties** in respect of the following properties and such other new properties which may be owned by Sunway REIT: - Sunway Pyramid Convention Centre - Sunway Pyramid Shopping Mall - Sunway Carnival Shopping Mall/Convention Centre - Menara Sunway and accommodation for security staff 5,000 3,000 2,699 5,000 1,260 3,000 2,000-2,000 12,000 8,826 12,000 - Sunway Tower Sunway Putra Place 20,000 3,477 20,000 - Sunway Medical Centre 30,000 16,922 30,000 - Wisma Sunway Sunway Hotel Georgetown ,000 Rental and management of 25,000 14,813 30,000 car parks** and related Rental of office space/premises** and related

25 Mandated Related Parties Interested Directors/Major Shareholders/ Persons Connected Nature of RRPT Previous estimated value as disclosed in the Circular to Shareholders dated 4 June 2014 ( Estimated Actual value transacted from the last AGM to 30 April 2015, being the latest practicable date before the printing of this Circular ( Actual New estimated value from this AGM to the next AGM (to be held in June 2016) ( New Estimated RM 000 RM 000 RM 000 Rental of office equipment, motor vehicles, plant and machineries and other related Management and related Internal audit and related Property management and related Unit registration, secretarial and related Insurance products and related Trade mark license fee Sale of development properties and land or landbased properties provided that any one of the percentage ratios of the transaction does not exceed 10% as defined in the Listing Requirements. ## - ## 19

26 Mandated Related Parties Interested Directors/Major Shareholders/ Persons Connected Nature of RRPT Construction and related services* and mechanical engineering and related Building materials, spare parts and other related construction materials and Rental and purchase of spare parts and construction machineries. Provision of ticketing and tour related Financial and information technology related Participation in Sunway Pals (a loyalty programme). Group brand, marketing and communication s initiatives and events cost. Provision of medical 20 Previous estimated value as disclosed in the Circular to Shareholders dated 4 June 2014 ( Estimated Actual value transacted from the last AGM to 30 April 2015, being the latest practicable date before the printing of this Circular ( Actual New estimated value from this AGM to the next AGM (to be held in June 2016) ( New Estimated RM 000 RM 000 RM 000 # 98,800 # # - # # - # ,000-3,000 10, ,

27 Mandated Related Parties Applicable for transactions between Sunway s subsidiaries and their respective joint venture partners (including Persons Connected / subsidiaries of the joint venture partners) Interested Directors/Major Shareholders/ Persons Connected Nature of RRPT Previous estimated value as disclosed in the Circular to Shareholders dated 4 June 2014 ( Estimated Actual value transacted from the last AGM to 30 April 2015, being the latest practicable date before the printing of this Circular ( Actual New estimated value from this AGM to the next AGM (to be held in June 2016) ( New Estimated RM 000 RM 000 RM 000 Hotel and related Recreational club and theme park facilities, time sharing and medical tourism Interior decorations and - - # related services, and renovation works. The joint venture partners of Sunway s subsidiaries, which include inter alia, Wuhu Xin Long Machinery Co. Ltd, Biaxis (M) Sdn Bhd, DCF Trek Co. Ltd, Kumpulan Soilmas Sdn Bhd, Rongyao Investment Development Co. Ltd, Mr Yu De Mao, Mr Goh Teong Hoe, Opus Developers and Builders Private Limited, Sin Hin Lim Brothers Trading Sdn Bhd, Fawanis Sdn Bhd, Shanghai Guang Hao Real Estate Development Group Co. Ltd, Sino-Singapore Tianjin Eco-City Investment and Development Co. Ltd, MAK Projects Pte Ltd, Mitsui Fudosan (Asia) Pte Ltd, Millennium Pavilion Sdn Bhd, Encik Fawzi Bin Aziz and Puan Aminah Bt Noordin are Major Shareholders in some of the subsidiaries of Sunway. Construction, foundation and related services*. Mechanical engineering and related Property development activities. Project management and related Management and related # - # # - # # - # # - #

28 Mandated Related Parties Interested Directors/Major Shareholders/ Persons Connected Nature of RRPT Distribution, marketing, sales and after sales services of construction / automation equipment for the integration of electronic devices used for residential purposes Rental of office equipment, motor vehicles, plant and machineries and other related Building and raw materials, interlocking pavers, pretensioned spun concrete piles and related products, machineries, spare parts and related products. Interior decorations and related services, and renovation works. Sale of development properties and land or landbased properties provided that any one of the percentage ratios of the transaction does not exceed 10% as defined in the Listing Requirements. 22 Previous estimated value as disclosed in the Circular to Shareholders dated 4 June 2014 ( Estimated Actual value transacted from the last AGM to 30 April 2015, being the latest practicable date before the printing of this Circular ( Actual New estimated value from this AGM to the next AGM (to be held in June 2016) ( New Estimated RM 000 RM 000 RM # - # - - # ## - ##

29 Mandated Related Parties Applicable for transactions between Kuwait Finance House (Malaysia) Berhad and Sunway South Quay Sdn Bhd ( SSQ ) or its subsidiary(ies) or any new associated companies to be incorporated or acquired by SSQ in future. Applicable for transactions between Employees Provident Fund Board of Malaysia and SSQ or its subsidiary(ies) or any new associated companies to be incorporated or acquired by SSQ in future Interested Directors/Major Shareholders/ Persons Connected Nature of RRPT Kuwait Finance House (Malaysia) Berhad is a Major Shareholder with 20% direct interest in SSQ, which is a 60% owned subsidiary of Sunway. Property management and related Sale of development properties and land or landbased properties provided that any one of the percentage ratios of the transaction does not exceed 10% as defined in the Listing Requirements. Employees Provident Fund Board of Malaysia is a Major Shareholder with 20% direct interest in SSQ, which is a 60% owned jointly controlled entity of Sunway. Property management and related Sale of development properties and land or landbased properties provided that any one of the percentage ratios of the transaction does not exceed 10% as defined in the Listing Requirements. 23 Previous estimated value as disclosed in the Circular to Shareholders dated 4 June 2014 ( Estimated Actual value transacted from the last AGM to 30 April 2015, being the latest practicable date before the printing of this Circular ( Actual New estimated value from this AGM to the next AGM (to be held in June 2016) ( New Estimated RM 000 RM 000 RM ## - ## ## - ##

30 Mandated Related Parties Applicable for transactions between Khazanah Nasional Berhad Group and Sunway Iskandar Development Sdn Bhd ( SIDSB ) or its subsidiary(ies) or any new associated companies to be incorporated or acquired by SIDSB in future Applicable for transactions between Khazanah Nasional Berhad Group and Sunway Iskandar Sdn Bhd ( SISB ) or its subsidiary(ies) or any new associated companies to be incorporated or acquired by SISB in future Interested Directors/Major Shareholders/ Persons Connected Nature of RRPT Khazanah Nasional Berhad is a Major Shareholder with 40% equity interest in SIDSB via Iskandar Assets Sdn Bhd, a subsidiary of Khazanah Nasional Berhad. SIDSB is a 60% owned jointly controlled entity of Sunway. Property management and related Sale of development properties and land or landbased properties provided that any one of the percentage ratios of the transaction does not exceed 10% as defined in the Listing Requirements. Khazanah Nasional Berhad is a Major Shareholder with 49% equity interest in SISB via Dayang Bunting Ventures Sdn Bhd, a subsidiary of Khazanah Nasional Berhad. SISB is a 51% owned jointly controlled entity of Sunway. Property management and related Sale of development properties and land or landbased properties provided that any one of the percentage ratios of the transaction does not exceed 10% as defined in the Listing Requirements. 24 Previous estimated value as disclosed in the Circular to Shareholders dated 4 June 2014 ( Estimated Actual value transacted from the last AGM to 30 April 2015, being the latest practicable date before the printing of this Circular ( Actual New estimated value from this AGM to the next AGM (to be held in June 2016) ( New Estimated RM 000 RM 000 RM ## - ## ## - ##

31 Mandated Related Parties Interested Directors/Major Shareholders/ Persons Connected Nature of RRPT Previous estimated value as disclosed in the Circular to Shareholders dated 4 June 2014 ( Estimated Actual value transacted from the last AGM to 30 April 2015, being the latest practicable date before the printing of this Circular ( Actual New estimated value from this AGM to the next AGM (to be held in June 2016) ( New Estimated RM 000 RM 000 RM 000 Infra-Melia Sdn Bhd Puan Sri Susan Cheah and Sarena Cheah are Directors and Major Shareholders of Infra-Melia Sdn Bhd. Sarena Cheah is a Director and Major Shareholder of Sunway as well as Director in several subsidiaries of Sunway. Puan Sri Susan Cheah is a Major Shareholder of Sunway. Rental of premises/ properties**. Recreational club and theme park facilities, time sharing and medical tourism Hotel and related Ticketing and tour related Medical Property management and related Sale of development properties and land or landbased properties provided that any one of the percentage ratios of the transaction does not exceed 10% as defined in the Listing Requirements. ## - ## Interior decorations and related services, and renovation works. - - # 25

32 Mandated Related Parties Interested Directors/Major Shareholders/ Persons Connected Nature of RRPT Directors and Major Shareholders of Sunway and its subsidiaries and Persons Connected with them Recreation club and theme park facilities, time sharing and medical tourism Sale of development properties and land or landbased properties provided that any one of the percentage ratios of the transaction does not exceed 10% as defined in the Listing Requirements. Interior decorations and related services, and renovation works. PROVISION OF FINANCIAL ASSISTANCE Sunway Technology Group Sunway REIT SCG Provision of leasing, factoring and hire purchase facilities, share financing, share margin financing or such other similar business that may be determined by Bursa Securities. 26 Previous estimated value as disclosed in the Circular to Shareholders dated 4 June 2014 ( Estimated Actual value transacted from the last AGM to 30 April 2015, being the latest practicable date before the printing of this Circular ( Actual New estimated value from this AGM to the next AGM (to be held in June 2016) ( New Estimated RM 000 RM 000 RM ## 14,420 ## - - # 15,000 3,000-3, ,000 3,000 3,000

33 Notes: # The estimated value of the transactions cannot be determined as the transactions are on project-by-project basis. ## The estimated value of this category of transaction cannot be ascertained given the various types of properties with prices which vary from project to project. However, in accordance with Paragraph 3.3(a) of PN12 of the Listing Requirements, the transaction value cannot exceed 10% of any one of the percentage ratios. * Include inter alia, construction of civil and building works, contracting in mechanical, electrical and engineering works, prefabricated construction of building and civil works, precast concrete building contracts and piling contracts. ** The tenures of the premises/properties (and such other new properties that may be rented out to/by the Group) are of varying lengths but are for a lease period of not more than 3 years. The rental payment is on a monthly Sunway is currently undertaking a corporate exercise to list its construction division on the Main Market of Bursa Securities and SCG is targeted to be listed in the third quarter of Upon listing, SCG Group will be regarded as related parties to Sunway Group. SCG Group will remain as subsidiaries of Sunway after listing. The actual value transacted from last AGM to 30 April 2015 were not disclosed in this Circular as SCG Group are not regarded as related parties during the said period. 27