No of shares Arcadia Acres Sdn Bhd ( Arcadia ) 35,000,000 Maybank Investment Bank Berhad ( Maybank IB ) 17,000,000 52,000,000

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1 CENSOF HOLDINGS BERHAD ( CENSOF OR THE COMPANY ) DISPOSAL OF 52,000,000 ORDINARY SHARES OF RM0.20 EACH IN DAGANG NEXCHANGE BERHAD ( DNeX ), AN ASSOCIATED COMPANY OF CENSOF, ( SALE SHARES ) IN DNeX FOR A CASH CONSIDERATION OF RM0.265 PER SHARE EQUIVALENT TO TOTAL CASH CONSIDERATION OF RM13.78 MILLION ( DISPOSAL CONSIDERATION ) ( SHARES DISPOSAL ) This announcement should be read together with the earlier announcements as follows: a. Announcement dated 17 August 2016 in relation to the disposal of 123,780,000 ordinary of RM0.20 each in DNeX and 136,467,638 warrants in DNeX for a total cash consideration of approximately RM32.3 million ( Shares and Warrants Disposal ); and b. Announcement dated 22 August 2016 in relation to the disposal of 46,000,000 warrants in Dnex for a total cash consideration of RM1.38 milion ( Warrants Disposal ); Collectively refers to as Announcements. For consistency, all the abbreviations used throughout this announcement shall have the same meanings as defined in the Announcements where applicable, unless stated otherwise or defined herein. 1. INTRODUCTION The Board of Directors of Censof ( Board ) wishes to announce that Censof, had on 17 August 2016 disposed the Sale Shares via off-market direct business transactions at a sale price of RM0.265 per DNeX share to the following parties: Name No of Arcadia Acres Sdn Bhd ( Arcadia ) 35,000,000 Maybank Investment Bank Berhad ( Maybank IB ) 17,000,000 52,000,000 (Collectively refers to as Purchasers ). The Shares and Warrants Disposal, Warrants Disposal and Shares Disposal are herein collectively, refer to as the Disposals. As at 15 September 2016, being the latest practicable date prior to this announcement ( LPD ) and prior to the Shares Disposal, Censof have approximately 21.33% equity interest in DNeX. The Sale Shares represent approximately 3.06% equity interest in DNeX. 2. BACKGROUND INFORMATION 2.1 Information on DNeX Please refer to Section 2.1 of the announcement on the Shares and Warrants Disposal for information on DNeX.

2 As at the LPD, the shareholdings of directors and substantial shareholders of DNeX are as follows: Shareholdings Direct Indirect Name Nationality Designation Number of % Number of % Censof - Substantial 362,800, shareholder Tan Sri Abd Malaysian Director Rahman Mamat Datuk Samsul bin Malaysian Director/ ,800,369 1) (1) Husin Substantial shareholder Zainal Abidin bin Abd Jalil Malaysian Director/ Shareholder ,000,000 (2) (2) Dato Wong Kam Malaysian Director Yin Ang Hsin Hsien Malaysian Director Rosli bin Abdullah Malaysian Director Norlila binti Malaysian Director Hassan Satria bin Ahmad Malaysian Director (1) Deemed interested by virtue of his substantial direct interest in SAAS Global Sdn Bhd, which in turn holds in Censof. (2) Deemed interested through his spouse Puan Rusmin binti Jaafar (3,676,000 ) and by virtue of his 78% shareholdings in Arcadia (195,000,000 ). 2.2 Information on the Purchasers Arcadia Arcadia was incorporated in Malaysia as a private company under the Companies Act, 1965 on 22 February Arcadia is principally engaged in the business of investment holding. As at the LPD, Arcadia has an authorised share capital of RM5,000,000 comprising 5,000,000 of RM1.00 each and its issued and paid-up capital is RM5,000,000 comprising 5,000,000 ordinary of RM1.00 each. As at the LPD, the directors and shareholders of Arcadia are as follows: Shareholdings Direct Indirect Name Nationality Designation Number of % Number of % Zainal Abidin Bin Abd Jalil Malaysian Director/ Shareholder 3,900, Wan Azryn Bin Malaysian Director/ 1,100, Wan Ab Rashid Shareholder 5,000, Maybank IB Maybank IB is principally engaged in investment banking business including Islamic Banking Scheme operations, provision of stockbroking services and related financial services.

3 As at the LPD, Maybank IB has an authorised share capital of RM600,000,000 comprising 600,000,000 of RM1.00 each and its issued and paid-up capital is RM50,116,000 comprising 50,116,000 ordinary of RM1.00 each. As at the LPD, the directors of Maybank IB are as follows: Shareholdings Direct Indirect Name Nationality Designation Number of % Number of % Tan Sri Dato Megat Malaysian Director 44,119 * 71, ^ Zaharuddin bin Megat Mohd Nor Datuk Abdul Farid bin Malaysian Director 156, Alias Datuk Mohaiyani binti Malaysian Director Shamsudin Lee Siang Lee Siang Chin Malaysian Director Hans Johan Patrik, Malaysian Director Sandin Dato Gan Nyap Liou Malaysian Director Note: * Negligible ^ Interest by virtue of share held by spouse and children s account. 3. DETAILS OF THE SHARE DISPOSAL 3.1 Basis on arriving at the Disposal Consideration The Disposal Consideration was arrived at on a willing buyer and willing seller basis, after taking into consideration the following: (i) (ii) DNeX s audited consolidated NA and NA per share of RM100.3 million and RM0.13 as at 31 December 2015, respectively; DNeX s unaudited consolidated NA and NA per share of RM187.4 million and RM0.24 as at 30 June 2016, respectively; and (iii) DNeX s one (1)-day volume weighted average price as at 15 September 2016 of approximately RM per DNeX share. In arriving at the Disposal Consideration, the Board has taken into consideration of, among others, its financial obligation to partially repay the Rights Issue Loans (as defined in Section 4 of this announcement) of which some are due and payable by 30 September Liabilities to be assumed by the Purchasers There are no liabilities including contingent liabilities and guarantees to be assumed by the Purchasers arising from the Shares Disposal.

4 3.3 Original cost and date of investment As at the LPD, the Company s acquisition and disposal of DNeX together with the date and original cost of investment incurred by the Company in DNeX are as follows: Cost of investment / (sale Date No. of DNeX acquired / (disposed) consideration) RM million 12 September 2013 (initial 349,112, investment) 11 July 2014 (45,000,000) (12.50) 3 August ,467,638 (1) August 2016 (123,780,000) (32.30) Note: (1) The 182,467,638 DNeX subscribed by Censof in the DNeX s rights issue in 2016 was attached with free 182,467,638 warrants. 3.4 Expected gain arising from the Shares Disposal The expected gain on Shares Disposal is approximately RM2.86 million (before taking into consideration estimated expenses in relation to the Shares Disposal). 3.5 Utilisation of proceeds The gross proceeds of RM13.78 million are intended to be utilised in the following manner: Utilisation Estimated time frame for utilisation of proceeds RM million Working capital Within 12 months 10.7 Settlement of Rights Issue Loan ^ Immediately 3.0 Defrayment of estimated expenses in relation to the Immediately 0.1 Shares Disposal (1) Total proceeds from the Shares Disposal 13.8 ^ As defined in Section 4 of this announcement. (1) Include loan interest, professional fees, printing costs and other miscellaneous expenses. 4. RATIONALE FOR THE SHARES DISPOSAL The Shares Disposal would raise funds total proceeds of RM13.8 million out of which RM10.7 million will be utilised for working capital purposes. In addition, RM3.0 million will be utilised to settle the outstanding bridging loans of approximately RM36.2 million taken earlier by the Company to part finance its subscription for its entitlement under DNeX s rights issue pursuant to an irrevocable written undertaking provided by Censof in 2014 ( Rights Issue Loans ).

5 5. EFFECTS OF THE SHARES DISPOSAL 5.1 Share capital and substantial shareholders The Shares Disposal will not have any effect on the issued and paid-up share capital and shareholding structure of the substantial shareholders in Censof. 5.2 NA and gearing For illustrative purposes only, the proforma effects of the Disposals on the consolidated NA and gearing of Censof, and NA per Censof share as at 31 March 2016 are set out below: Audited as at 31 March 2016 (RM 000) Proforma I After the Disposals (1) (RM 000) Share capital 50,170 50,170 Share premium 50,379 50,379 Merger deficit (12,300) (12,300) Retained profits 48,678 (2) (3) 83,012 Foreign exchange translation reserve 103 (53) NA attributable to owners of the Company 137, ,208 Non-controlling interests 73,409 10,707 Total equity / NA 210, ,915 No. of outstanding Censof in issue ( 000) 501, ,703 NA per Censof share (RM) NA attributable to owners of the Company per Censof share (RM) Total interest bearing borrowings (RM 000) 89,239 89,239 (4) Gross gearing (times) (5) (1) After taking into consideration the impact from the dilution of Company s interest in DNeX from approximately 39.2% to 28.6% arising from DNeX s special issue of and the issuance of new DNeX for the acquisition of OGPC Sdn Bhd and OGPC O&G Sdn Bhd. Consequently, DNeX ceased to be a subsidiary of Censof. The gain on dilution is approximately RM1.9 million. The Proforma I also included Censof s share of DNeX s results for the period from 1 April 2016 to 30 June 2016 (based on the latest quarterly report on consolidated result of DNeX). (2) After taking into consideration the following: a. Loss arising from Shares and Warrants Disposal of approximately RM1.2 million; b. Loss arising from Warrants Disposal of approximately RM1.15 million; and c. Gain arising from Shares Disposal of approximately RM2.86 million. (3) After deducting the estimated expenses in relation to the Disposals of RM600,000. (4) Proceeds raised from the Disposals were mainly utilised to settle the Rights Issue Loan. (5) Computed based on total interest bearing borrowings over NA attributable to owners of the Company.

6 5.3 Earnings and earnings per share ( EPS ) For illustrative purposes only, the proforma effects on the consolidated earnings of Censof and EPS for the financial year ended 31 March 2016 are as follows: For the financial year ended 31 March 2016 Proforma I After the (1) (2)(3) Disposals (Loss)/Profit after taxation attributable to the owners of the Company (RM 000) (7,191) 30,184 Weighted average number of Censof ( 000) 492, ,259 Basic (loss)/earnings per Censof share (sen) (1.46) 6.13 (1) See note (1) of Section 5.2 of this announcement. (2) See note (2) of Section 5.2 of this announcement. (3) See note (3) of Section 5.2 of this announcement. 6. RISK FACTORS Save for the proforma effects as stated in Section 5 of this announcement, the Board is unaware of any risks arising from the Shares Disposal which could materially or adversely affect the financial and operating conditions of Censof. 7. APPROVALS REQUIRED The Shares Disposal is not subject to the approval of the shareholders of Censof and/or any other relevant authority(ies). 8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS OR PERSONS CONNECTED WITH THEM None of the directors and/or major shareholders of Censof and persons connected with them have any interest, direct or indirect in the Shares Disposal. 9. HIGHEST PERCENTAGE RATIO APPLICABLE The highest percentage ratio applicable to the Shares Disposal pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Securities ( Listing Requirements ) is the Disposal Consideration compared with the audited consolidated NA of Censof as at 31 March 2016 which amounts to approximately 6.55%. Pursuant to paragraph 10.12(2)(b) of the Listing Requirements, the highest aggregated percentage ratio applicable to the Disposals is approximately 22.56%.

7 10. DIRECTORS STATEMENT The Board, after having considered all aspects of the Shares Disposal, including but not limited to the rationale and proforma effects, is of the opinion that the Shares Disposal is in the best interest of the Company. This announcement is dated 19 September 2016.