Khairilanuar Bin Tun Abdul Rahman 99, Hassan Gany Bin Sulthan Chan Hong Ji 400,

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1 Company Name: SWS CAPITAL BERHAD Stock Name: SWSCAP Date of Announce: 29 April 2016 Type: General Announcement (Amendment) Subject: TRANSACTIONS ( CHAPTER 10 OF LISTING REQUIREMENTS) Description: SWS CAPITAL BERHAD ( SWSCAP OR THE COMPANY ) PROPOSED ACQUISITION OF 3,000,000 ORDINARY SHARES OF NOMINAL VALUE RM1.00 EACH OF THE KULIM-BALING ROAD TRANSPORT COMPANY SDN. BHD. ( TKBRT ) FOR A TOTAL CONSIDERATION OF RM4,200, TO BE SATISFIED IN CASH ( PROPOSED ACQUISITION ) Amendment Announcement Details: 1. INTRODUCTION The Board of Directors of SWS Capital Berhad ( SWSCAP / the Company ) is pleased to announce that SWSCAP had on 27 April 2016 entered into a Share Sale Agreement ( SSA ) with Lotus Smile Sdn. Bhd. ( U) ( LSSB ), the existing holding company of The Kulim-Baling Road Transport Company Sdn. Bhd. (1115-P) ( TKBRT ), to acquire 3,000,000 ordinary shares of RM1.00 each of TKBRT for a total consideration of RM4,200, to be satisfied by cash. Upon completion of this Proposed Acquisition, TKBRT will become a 60.15% owned subsidiary of SWSCAP. 2. INFORMATION ON THE PURCHASER SWSCAP is a public limited liability company, incorporated in Malaysia and is listed on the Main Board of the Bursa Malaysia Securities Berhad, and having its principal place of business at Lot 4085, Kawasan Perindustrian Parit Jamil, Parit Jawa, Muar, Johor Darul Takzim. SWSCAP is an investment holding company and the principal activities of its subsidiaries are mainly involved in furniture manufacturing industry. 3. INFORMATION ON THE VENDOR LSSB, a limited company incorporated in Malaysia, carrying registered office at No. 85, Muntri Street, Penang, is one of shareholders of TKBRT who hold 3,050,436 ordinary shares of RM1.00 each. TKBRT is considered a subsidiary of LSSB. Principal activity of LSSB is that of investment holding. Authorized share capital and issued and paid up share capital of LSSB is RM500,000 which comprised 500,000 ordinary shares of RM1.00 each and its shareholders are:- No. of Shares % Khairilanuar Bin Tun Abdul Rahman 99, Hassan Gany Bin Sulthan Chan Hong Ji 400, , Directors of LSSB are Tan Chuin Ciat and Tan Wee Hwang. The cost of investment incurred by LSSB to acquire the total 3,050,436 ordinary shares of TKBRT was RM3,050,436 since 2007.

2 4. INFORMATION ON THE INVESTEE COMPANY - TKBRT i. Corporate information of TKBRT TKBRT is a limited company incorporated in Malaysia and principally involved in the business of providing public transportation of stage bus and express bus services. TKBRT also has a wholly owned subsidiary namely Economy Express Bus Sdn. Bhd. ( M) ("EEB" / "its subsidiary"), a limited company incorporated in Malaysia and principally providing public transportation of express bus for routes thought-out Malaysia. TKBRT was incorporated in Malaysia under the Companies Act Initially, TKBRT was incorporated under the Companies Ordinance 1927 on 24 December 1937 named "The Kulim- Baling Road Transport Company Limited" and subsequently changed to "The Kulim-Baling Road Transport Company Sdn. Bhd" with effective from 15 June TKBRT had more than 70 years in this public transport service whereby majority of the stage bus are plying between the town of Baling, Kulim and Butterworth and it s also provides express bus service for routes thought-out Malaysia. The business addresses of TKBRT are Lot 486, Jalan Pengkalan Hulu, Simpang Empat, Baling, Kedah and No. 250, Jalan Tunku Putra, Kulim, Kedah. The registered office of TKBRT is located at No. 250, Jalan Tunku Putra, Kulim, Kedah. Directors of TKBRT Khairilanuar Bin Tun Abdul Rahman, Siew Kah Ngwong, Shafee Bin Osman and Thanabalan A/L Narayanan are directors of TKBRT. i Share capital of TKBRT The current authorised share capital of TKBRT is RM10,000,000 comprised 10,000,000 ordinary shares of RM1.00 each and the issued and paid up share capital of TKBRT is RM4,987,529 which comprised 4,987,529 ordinary shares of RM1.00 each. LSSB is the holding company of TKBRT holding 61.16% or 3,050,436 ordinary shares of RM1.00 each in the paid up share capital of TKBRT. iv. Shareholders of TKBRT Attached in Appendix A is a list of shareholders of TKBRT. v. Shareholding of Substantial Shareholders and Directors The current Substantial Shareholders of TKBRT and the directors shareholdings in TKBRT are as follows:- Substantial shareholders shareholding in TKBRT Nationality / Incorporation No. of shares % Lotus Smiles Sdn. Bhd. Malaysia 3,050, Bay Dimension Sdn. Bhd. Malaysia 1,381, ,431, Directors shareholding in TKBRT Nationality / No. of shares % Incorporation Khairilanuar Bin Tun Abdul Malaysian 4, Rahman Siew Kah Ngwong Malaysian 199, Shafee Bin Osman Malaysian 13, Thanabalan A/L Narayanan Malaysian 3, ,

3 vi. Permit of services routes granted to TKBRT TKBRT obtained numbers of routes permit which were granted by the Land Public Transport Commission (Suruhanjaya Pengangkutan Awam Darat / "SPAD") to operate the stage buses and express buses. TKBRT is the registered owner of the route permits. The route permits for stage buses are:- o Route Sungai Petani to / from Baling o Route Sungai Petani to / from Kulim o Route 41 - Baling to / from Kulim o Route 42 - Baling to/ from Siamese boundry o Route 44 - Keroh to / from Tasek o Route 45 - Baling to / from Grik o Route 46 - Kulim to / from Kampung Air Puteh o Route 51 - Baling to / from Batu 8 o Route 52 - Batu 42 to / from Parit Panjang o Route 54 - Kulim to / from Batu 8, Padang Serai o Route 55 - Kulim to/ from Kampong Sidim o Route 56 - Kulim to / from Mahang o Route 57 - Kulim to / from Kawasan Perusahaan Kulim, Kawasan Perusahaan PKNK and Taman Perak The route permits for express buses are:- o Baling to / from Shah Alam o Baling to / from Johor Bahru (Second Link) o Baling to / from Kajang o Baling to / from Kuantan o Baling to / from Sungai Petani o Butterworth to / from Baling o Kulim to / from Sungai Petani o Pengkalan Hulu to / from Butterworth Currently, TKBRT has a total 48 stage buses and express buses to service these routes and all buses are owned by TKBRT and its net carrying value of these buses as at 31 August 2015 is RM3,033,090. v Last three (3) financial years financial performance of TKBRT for the financial years ended 31 December 2012, 2013 and 2014 and an interim result of 12 months ended 31 August 2015 Attached in Appendix B. 5. INFORMATION ON THE SUBSIDIARY OF TKBRT - EEB i. Corporate information of EEB EEB was incorporated 11 August 2010 in Malaysia under the Companies Act The principal activities of EEB are involved in business of operating express bus services. EEB commenced its business operation since 2013 by getting outsource the express bus services from its holding company, TKBRT. The business addresses of EEB are Lot 486, Jalan Pengkalan Hulu, Simpang Empat, Baling, Kedah and No. 250, Jalan Tunku Putra, Kulim, Kedah. The registered office of EEB is located at No. 250, Jalan Tunku Putra, Kulim, Kedah.

4 Directors of EEB Khairilanuar Bin Tun Abdul Rahman, Siew Kah Ngwong and Shafee Bin Osman are directors of EEB. i Share capital of EEB Authorised share capital of EEB is RM500,000 comprised 500,000 ordinary shares of RM1.00 each. Issued and paid up share capital of EEB is RM250,000 which comprised 250,000 ordinary shares of RM1.00 each. LSSB is wholly owned by TKBRT. iv. Business operations The business operation of EEB is to manage the long distance express bus services under the permits granted to TKBRT. 6. DETAILS OF THE PROPOSED ACQUISITION i. Salient Terms of the SSA LSSB has agreed to sell and SWSCAP has agreed to purchase the total 3,000,000 ordinary shares with nominal value of RM1.00 each of TKBRT (the said Shares ) free from any restriction against the shares ownership. Share on Proposed Acquisition free from encumbrances upon handling over of share transfer LSSB shall not immediately after the date of execution of SSA subject to the said Shares to any further encumbrance without the prior approval of SWSCAP and LSSB undertakes that the said Shares shall be free from encumbrance immediately prior to the handing over of share ownership transfer to Share Purchaser. i Purchase consideration and satisfaction a. A deposit to be paid upon signing the SSA would be RM10/= (Ringgit Malaysia Ten only); b. The balance of purchase price shall be settled in cash within fourteen (14) days from the completion of the Final Due Diligence Review ( FDDR ) provided that:- i. FDDR shall be completed within fourteen (14) days from the completion of the SSA; i Accountants limited review on the management account of TKBRT for the result of 12 months ended 31 August 2015; Approval from the Board of Directors of SWSCAP to acquire 3,000,000 ordinary shares of RM1.00 each held by LSSB in TKBRT at total consideration of RM4,200, as the approval from shareholders of SWSCAP is not required; iv. Approval from Board of Directors and Shareholders of LSSB to dispose 3,000,000 ordinary shares of RM1.00 each in TKBRT to SWSCAP at the Said Consideration; v. Approval from the Board of Directors of TKBRT to accept the share transfer from LSSB to SWSCAP; and vi. The duly executed Form 32A of Form of Transfer Securities by the LSSB together with the original share certificate(s) for share transfer. c. In the event after completion of the FDDR, the value of the Sale Shares is less than the value of the NTA of TKBRT, the Said Consideration shall be adjusted accordingly to the value of the NTA of TKBRT.

5 iv. Liabilities including Contingent Liabilities and Guarantees to be assumed There are no other liabilities, including contingent liabilities and guarantees to be assumed by SWSCAP when undertaking the Proposed Acquisition. 7. PURCHASE CONSIDERATION The Purchase Consideration of RM4,200, was arrived on a willing-buyer willing-seller basis after taking into consideration the following:-. i. The net tangible assets of TKBRT as at 31 August 2015 amounting RM6,979,601 equivalent to RM1.40 per shares. The financial statements for the twelve months period ended 31 August 2015 had been subjected to limited review by its external auditors; The future prospects and earning potential of the public transportation. 8. RATIONALE AND PROSPECT OF THE PROPOSED ACQUISTION The Proposed Acquisition will enable the Company to venture into public transportation industries and it is expected to contribute positive future earnings of SWSCAP. Hence, improving shareholders values in future. 9. RISK FACTORS The principal activities of TKBRT are involved in business of operating stage buses and express buses. In this respect, the Proposed Acquisition represents a minor diversification from the core business of SWSCAP of furniture manufacturing. Hence, the Board of Directors foresees the following risk factors:- i. Business risk Pursuant to the Proposed Acquisition, SWSCAP will be subject to the risk inherent in public transportation industry. These include but not limited to the market demand and social factors. The Board and management would continuously take appropriate measures to limit such risks; no assurance can be given that any change to these factors will not have a material adverse effect on the business operations of SWSCAP. Profit track record The ability to achieve profitability is dependent on number of factors including passengers, government policy on public transportation, internal control of management, etc. i Business diversification risk The Proposed Acquisition represents a minor diversification of SWSCAP s core business to include public transportation industry. Although representative of the Board will be appointed to the Board of TKBRT, there can be no assurance that the anticipated benefit of the Proposed Acquisition will be realised which in turn would enable SWSCAP to enhance its financial performance. In view that SWSCAP is venturing into a new business that it has no expertise, SWSCAP intend to retain existing key management personnel to manage the business. 10. SOURCE OF FUNDING The Proposed Acquisition will be funded by internal generated funds.

6 11. FINANCIAL EFFECTS i. Share Capital and substantial shareholders shareholding The Proposed Acquisition does not have any effect on the share capital of SWSCAP and the shareholdings of its substantial shareholders. Earnings The Proposed Acquisition is not expected to have any material impact on the earnings of SWSCAP for the current financial year ending 31 August i Net Assets The Proposed Acquisition is not expected to have any material effect on the net assets per share of SWSCAP for the current financial year ending 31 August iv. Gearing The Proposed Acquisition is not expected to have any material effect on the gearing of the SWSCAP. 12. DIRECTORS AND MAJOR SHAREHOLDERS INTEREST None of the Directors and/or Major Shareholders of SWSCAP and/or persons connected to them has any interest, direct or indirect, in the Proposed Acquisition. 13. APPROVALS REQUIRED The Proposed Acquisition does not require the approval of shareholders of SWSCAP and the relevant government authorities. 14. DIRECTORS RECOMMENDATION H having taken into consideration the potential benefits and all aspects of the Proposed Acquisition (including but not limited to the terms, rationale, prospects and financial effects), the Board of Directors is of the opinion that the Proposed Acquisition is in the best interest of SWSCAP. 15. PARAGRAPH 10.02(G) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD The highest percentage ratio pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad applicable to the acquisition is 17.39% calculated based on the net profit of the assets which are the subject matter of the transaction, compared with the net profit attributable to the owners of the listed issuer (before other comprehensive income or loss). 16. ESTIMATED TIMEFRAME TO COMPLETE The Proposed Acquisition is expected to be completed within One (1) month from the date of the SSA.

7 17. DOCUMENTS AVAILABLE FOR INSPECTION The SSA is made available for inspection at the registered office of SWSCAP at No. 7, (1 st Floor), Jalan Pesta 1/1, Taman Tun Dr. Ismail 1, Jalan Bakri, Muar, Johor Darul Ta zim from Monday to Friday (except public holiday) for a period of three (3) months from the date of this announcement. This announcement is dated 29 April 2016.

8 APPENDIX A SHARHOLDERS OF THE KULIM-BALING ROAD TRANSPORT COMPANY SDN. BHD. Name Nationality Number of share % Lotus Smiles Sdn Bhd Malaysian 3,050, % Bay Dimension Sdn Bhd Malaysian 1,381, % Siew Kah Ngwong Malaysian 199, % Tan Hui Lun Malaysian 78, % Tan Hai Leong Malaysian 69, % Chew Kok Liang Malaysian 45, % Ooi Inn Yong and Ooi Inn Shin Malaysian 16, % Shafee Bin Osman Malaysian 13, % Tan Heok Kee Malaysian 13, % Eng Cheng Yam and Ooi Ah Heng Malaysian 12, % Wooi Chaw Yen Malaysian 12, % Estate of See Hock Ann Malaysian 12, % Ang Ah Ong Ah Tai Malaysian 11, % Ibrahim Bin Haji Abd Razak, Abdullah Bin Haji Abd Razak and Haji Ismail Bin Haji Abd Razak Malaysian 11, % See Bee Chin Malaysian 8, % Chew Cheng Sim Malaysian 7, % Tan Choon Keit Malaysian 7, % Khadijah Binti Haji Mohd Yaacob Malaysian 7, % Yap Pit Hock Malaysian 6, % See Bee Hong Malaysian 4, % See Bee Lin Malaysian 4, % Khairilanuar Bin Tun Abdul Rahman Malaysian 4, % Thanabalan A/L Narayanan Malaysian 3, % Indra A/P Ramiah Malaysian 1, % Selvaraju A/L Arumugam Malaysian 1, %

9 Estate of Heng Cham Tow Malaysian 1, % Goh Tok Leng Malaysian % 4,987, %

10 APPENDIX B PASS THREE YEARS FINANCIAL PERFORMANCE OF THE KULIM-BALING ROAD TRANSPORT COMPANY SDN. BHD. A summary of the results based on the audited consolidated financial statements of TKBRT for the past three (3) financial years ended 31 December 2012, 2013 and 2014 and a correspondence 12 months interim report ended 31 August 2015 which the result had been limited reviewed by its Auditors. 12 months ended 31 August 2015 for the financial year ended 31 December Operating results RM RM RM RM Revenue 7,106,942 7,720,117 7,607,976 6,718,005 Gross profit 808,198 1,585,864 1,721,317 1,139,366 Other income 84,722 50, ,886 15,625 Profit before taxation Profit after taxation 315,875 1,071,732 1,277, , , ,348 1,181, ,382 Financial position Non-current assets 4,559,741 4,217,001 4,313,827 4,111,610 Current assets 3,900,959 3,749,958 3,211,734 2,385,240 Total assets 8,460,700 7,966,959 7,525,561 6,496,850 Current liabilities 1,049, , , ,246 Non-current liabilities 431, , ,205 Total borrowing Shareholders fund 6,979,601 7,106,184 6,546,210 5,364,398 Earnings per share (RM) Net tangible assets per share (RM) Gearing ratio (times) The auditors reports and accountants review report on the financial statements for the last three financial years under review were not qualified.