Further details of the Proposed Disposal are set out in the ensuing sections.

WZ SATU BERHAD ( WZ SATU OR THE COMPANY ) PROPOSED DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL OF WENG ZHENG TRADING SDN BHD ( WZ TRADING ) TO TAN JING XIN ( PURCHASER ) FOR A CASH CONSIDERATION OF RM22,800,000 ( DISPOSAL CONSIDERATION ) ( PROPOSED DISPOSAL ) 1. INTRODUCTION On behalf of the Board of Directors of the Company ( Board ), Hong Leong Investment Bank Berhad ( HLIB ) wishes to announce that the Company has on 22 August 2017, entered into a conditional share sale agreement ( SSA ) for the proposed disposal of the entire issued share capital of WZ Trading, a wholly-owned subsidiary of the Company, comprising 2,000,000 ordinary shares ( Sale Shares ) to the Purchaser for a cash consideration of RM22,800,000. Further details of the Proposed Disposal are set out in the ensuing sections. 2. DETAILS OF THE PROPOSED DISPOSAL 2.1 Proposed Disposal The Proposed Disposal entails the disposal by WZ Satu to the Purchaser of the entire issued share capital of WZ Trading for the Disposal Consideration, upon the terms and subject to the conditions of the SSA. 2.2 Information on WZ Trading WZ Trading was incorporated in Malaysia on 27 May 1996 under the Companies Act, 1965 as a limited liability company under its present name. The principal activity of WZ Trading is that of dealers in steel products. As at 21 August 2017, being the latest practicable date prior to this announcement ( LPD ), the total issued share capital of WZ Trading is RM2,000,000 comprising 2,000,000 ordinary shares, all of which have been issued and fully paid. WZ Trading is a wholly owned subsidiary of the Company. As at the LPD, WZ Trading does not have any subsidiary or associate company. The directors of WZ Trading as at the LPD are YM Tengku Dato Sri Uzir bin Tengku Dato Ubaidillah and Ng Chong Tin. A summary of the financial information of WZ Trading for the 16-month financial period ended ( FPE ) 31 August 2014, and 2 financial years ended ( FYEs ) 31 August 2015 and 31 August 2016 is set out in Appendix I of this announcement. 2.3 Information on the Purchaser Tan Jing Xin, a Malaysian aged 26, is a major shareholder of WZ Satu and the daughter of Tan Ching Kee, a former Senior Executive Director of WZ Satu who passed away on 27 February 2017. Tan Ching Kee was previously responsible for the steel division of WZ Satu and its subsidiaries (collectively, the Group ) prior to his demise. 1

2.4 Salient terms of the SSA The salient terms of the SSA are as follows: Basis of Sale Shares The Sale Shares are sold free from all claims, liens, charges and encumbrances and with full legal and beneficial title; and with all rights attaching thereto (including all dividends and distributions, whether declared or undeclared, in respect thereof), with effect from the completion of the SSA, save and except for the restrictions and limitation arising from or related to a share charge to be created as referred to in Section 2.4(v) of this announcement. Condition precedent The Proposed Disposal is conditional upon the approval of the shareholders of WZ Satu for the disposal of the Sale Shares in accordance with the terms and conditions of the SSA being obtained within 6 months from the date of the SSA, or such later date as WZ Satu may in its sole and absolute discretion agree upon ( Cut-Off Date ). (iii) Right to terminate if the condition precedent of the SSA cannot be obtained/fulfilled If the condition precedent as set out in Section 2.4 of this announcement is not obtained/fulfilled by the Cut-Off Date, either party may terminate the SSA by notice in writing, whereupon WZ Satu shall refund and repay to the Purchaser all money paid by the Purchaser towards the Deposit (as defined to in Section 2.4(iv)(a) below) together with any interest accrued. (iv) Manner of payment of the Disposal Consideration The Disposal Consideration will be satisfied by the Purchaser in cash, in the following manner:- (a) (b) upon the execution of the SSA, a sum of RM2,280,000 has been paid by the Purchaser to WZ Satu as deposit and part payment of the Disposal Consideration ( Deposit ); and RM20,520,000 being the remainder of the Disposal Consideration ( Post- Completion Sum ), shall be paid by the Purchaser to WZ Satu within 18 months from the date of the SSA ( Payment Date ). (v) Security for settlement of Post-Completion Sum The obligation of the Purchaser in respect of the settlement of the Post-Completion Sum on or before the Payment Date shall be secured by a share charge, pursuant to which the Purchaser will charge all present and future ordinary and preference shares in WZ Trading and all their related rights in favour of WZ Satu by way of first fixed charge with effect from the completion of the SSA until the full payment of the Post- Completion Sum. (vi) Completion Completion of the sale and purchase of the Sale Shares shall take place at the business office of WZ Satu on the business day after the condition precedent has been obtained/fulfilled, or such other date as may be agreed upon between the parties to the SSA ( Completion Date ). 2

(vii) Settlement of inter-company debts The parties agree that the Disposal Consideration has been arrived at on the basis that WZ Trading is or shall within 7 business days following the Completion Date, be free of any claims, debts or liabilities relating to loans or hire purchase facilities procured by WZ Trading for the benefit of its related companies, which as at 30 June 2017, amount to an aggregate sum of RM2,714,969.91 ( Net Amount Owing ). WZ Satu undertakes to procure the repayment of the Net Amount Owing and ensure that the Net Amount Owing is fully settled within 7 business days following the Completion Date. (viii) Tenancy (a) (b) The Purchaser agrees to procure WZ Trading to grant to WZ Satu, with effect from the date of the SSA, a tenancy of such part of property held by WZ Trading, to be utilised and occupied by the Group for offices and/or warehouse purposes and other commercial purposes, for a period of 3 years commencing from the date of the SSA ( Tenancy ), subject to 2 options to extend the term of the Tenancy (each option to renew the term for one-year period), in accordance with the terms of a tenancy agreement. The rental payable by WZ Satu for the Tenancy shall be payable by reference to the amount of Post-Completion Sum actually settled by the Purchaser to WZ Satu, whereby the rental payable on a monthly basis shall be computed in accordance with the following formula: Monthly rental payable = RM18.60 x A x B 20,520,000 Where: A is the total area occupied (in square metres) (1) ; and B is the aggregate amount of Post-Completion Sum actually paid by the Purchaser to WZ Satu in accordance with the terms of the SSA, at any point in time (in RM). (ix) Termination of the SSA (a) (b) Each party to the SSA shall be entitled to issue a notice of termination to the other party, if, at any time prior to the completion of the SSA, the other party commits any continuing or breach of any of the obligations under the SSA which is incapable of remedy or if capable of remedy, is not remedied within 14 days of it being given notice so to do, or amongst others, a winding up or insolvency events occurs, or any warranties, representations and undertakings given by the other party under the SSA is found at any time to be untrue or inconsistent. If the SSA is terminated by the Purchaser and the Purchaser elects not to pursue the remedy of specific performance, WZ Satu shall return and procure WZ Trading to the Purchaser all documents delivered to it, refund and repay to the Purchaser any and all moneys (including the Deposit) received towards account of the Disposal Consideration held by or on behalf of WZ Satu together with any interest accrued thereon (if any), and pay a sum equivalent to the Deposit as agreed liquidated damages to the Purchaser. (1) The total area that is occupied by WZ Satu is 2,851 square metres. 3

(c) If the SSA is terminated by WZ Satu and WZ Satu elects not to pursue the remedy of specific performance, the Deposit shall be absolutely forfeited in favour of WZ Satu as agreed liquidated damages and the Purchaser shall return to WZ Satu all documents delivered to her by or on behalf of WZ Trading or WZ Satu. (x) Covenants pending payment of Post-Completion Sum The Purchaser undertakes to procure that WZ Trading shall carry on its business as a going concern from the Completion Date until the Purchaser s full settlement of the Post-Completion Sum, and during such period shall (a) (b) (c) (d) be subject to certain restrictive covenants relating to carrying out acts and undertakings outside the ordinary course of business as detailed in the SSA and ensure that WZ Trading settles its debts incurred in the course of its business; procure and ensure that person(s) nominated by WZ Satu be appointed and remained as director(s) of WZ Trading and such person(s) shall hold office as director(s) of WZ Trading for such term as may be determined by WZ Satu and shall not be subject to retirement by rotation; procure and ensure that all meetings and all resolutions to be passed by the Board be passed with unanimous resolution or unanimous votes, with at least a director nominated by WZ Satu; and procure that WZ Trading s bank accounts be operated in accordance with the instructions of both WZ Satu and the Purchaser, and jointly managed by persons designated by both WZ Satu and the Purchaser. 2.5 Basis and justification of arriving at the Disposal Consideration The Disposal Consideration was arrived at on a willing-buyer willing-seller basis, after taking into consideration the audited net assets ( NA ) of WZ Trading as at 31 August 2016 of RM11.44 million. In justifying the Disposal Consideration, the Board has taken into consideration, among others, the following: (iii) the rationale of the Proposed Disposal as set out in Section 4 of this announcement; the price-to-book ratio ( PBR ) of 1.99 times based on the audited NA of WZ Trading as at 31 August 2016 of approximately RM11.44 million, which is above the range of trading PBR of companies listed on Bursa Malaysia Securities Berhad ( Bursa Securities ) that are involved in similar activities but not directly comparable with WZ Trading due to, among others, composition and geographical coverage of business activities, scale of operations, reputation, profit track record, financial strength, risk profile, asset base and future prospects ( Comparable Companies ) of between 0.53 times and 0.94 times as at the LPD; and a price-to-earnings ratio ( PER ) of 35.97 times based on the audited profit after tax of WZ Trading for the FYE 31 August 2016 of approximately RM0.63 million, which is above the range of trading PER of Comparable Companies of between 8.79 times and 15.84 times as at the LPD. 4

2.6 Date and original cost of investment The dates and original cost of investment in WZ Trading are set out below: Date of investment Cost of investment (RM) 6 November 2007 7,766,392 28 January 2010 959,998 Total 8,726,390 2.7 Liabilities to be assumed by the Purchaser There are no other liabilities including contingent liabilities and guarantees of WZ Trading to be assumed by the Purchaser pursuant to the Proposed Disposal. 3. UTILISATION OF PROCEEDS The gross proceeds of RM22.8 million arising from the Proposed Disposal are intended to be utilised in the following manner: Details of utilisation RM 000 Expected timeframe of utilisation of proceeds from the receipt of the full Disposal Consideration Working capital 22,300 Within 24 months Estimated expenses for the Proposed Disposal 500 Within 1 month 22,800 The details of the utilisation of proceeds are as follows: Working capital The net proceeds arising from the Proposed Disposal are expected to be utilised for the working capital requirements of the Group s existing and future projects to support the Group s growth via the expansion of its businesses. Such working capital requirements may include payment of trade and other payables, employees salaries, wages and directors emoluments, selling, distribution and marketing expenses as well as other day-to-day operating expenses of the Group. The breakdown of the proceeds to be utilised for each component of working capital is dependent on the operating requirements of the Group at the time of utilisation and has not been determined at this juncture. Estimated expenses for the Proposed Disposal The estimated expenses of RM500,000 relating to the Proposed Disposal comprise professional fees, fees payable to the relevant authorities, expenses to convene the extraordinary general meeting ( EGM ) in relation to the Proposed Disposal, printing, advertisement and other ancillary expenses. In the event the actual expenses incurred are higher/lower than budgeted, the deficit/surplus will be funded from/contributed to the portion allocated for working capital. 5

4. RATIONALE FOR THE PROPOSED DISPOSAL The financial performance of WZ Trading has been lacklustre, with the company incurring net losses of RM0.12 million and RM1.53 million for the 16-month FPE 31 August 2014 and the FYE 31 August 2015 respectively. Although its financial performance improved slightly to deliver a marginal net profit of RM0.63 million for the FYE 31 August 2016, WZ Trading recorded poor return on equity and return on assets at 5.5% and 2.2% respectively for the said financial year. The Board is of the view that the business of WZ Trading remains challenging with limited growth potential going forward. The Proposed Disposal is in line with the Company s ongoing strategy to rationalise its investments to allow the Group to deploy its resources more efficiently to grow the other existing core businesses of the Group. WZ Trading contributed approximately 7.91% and 8.96% to the Group s revenue for the financial years ended 31 August 2015 and 31 August 2016 respectively. Its disposal is not expected to have any material effect on the Group s remaining business operations. The Proposed Disposal allows the Company to realise its investment in WZ Trading at a reasonable price. In addition, the proceeds from the Proposed Disposal will strengthen the Group s liquidity and cash position, and provide it with additional working capital for the Group s existing and future projects. Following the completion of the Proposed Disposal, the Group will re-divert its resources to focus on the growth of its other core businesses. 5. RISK FACTORS The risk factors in relation to the Proposed Disposal (which may not be exhaustive) are as follows: 5.1 Delay or non-completion of the Proposed Disposal The Proposed Disposal is conditional upon the approval of the shareholders of WZ Satu for the disposal of the Sale Shares in accordance with the terms and conditions of the SSA being obtained/fulfilled by the Cut-Off Date. There is no assurance that the Proposed Disposal can be completed as contemplated under the SSA. Any delay in fulfilling the conditions precedent or failure to obtain the necessary approvals on terms that are acceptable to both parties, if any may lead to a delay in the completion or termination of the SSA. 5.2 Non-settlement of the Post-Completion Sum Pursuant to the SSA, the Post-Completion Sum of RM20.52 million or 90% of the Disposal Consideration shall constitute a debt due and owing by the Purchaser to WZ Satu which is payable by the Purchaser to WZ Satu within 18 months from the date of the SSA. However, there is no assurance that the Post-Completion Sum will be settled within the timeframe stipulated under the SSA. As security for the settlement of the Post-Completion Sum, pursuant to the SSA, the Purchaser shall charge all present and future ordinary and preference shares in WZ Trading held legally and beneficially by the Purchaser and all their related rights in favour of WZ Satu by way of first fixed charge with effect from the completion of the SSA until the full payment of the Post-Completion Sum. In the event the Purchaser fails to pay the Post-Completion Sum by the Payment Date, WZ Satu may dispose of or realise all or any part of the shares and apply the sales proceeds towards the settlement of the Post-Completion Sum and costs incurred. 6

In addition, the Purchaser has undertaken to, amongst others, procure that WZ Trading shall carry on its business as a going concern and be subject to certain restrictive covenants until the full settlement of the Post-Completion Sum, and furthermore agreed that WZ Satu will continue to have board representation and certain oversight over WZ Trading to ensure that its interest in the Post-Completion Sum is protected, in the form manner set out in Section 2.4(x) of this announcement. Furthermore, the monthly rental payable by WZ Satu to the Purchaser for the Tenancy will be adjusted proportionately to the aggregate amount of Post-Completion Sum actually settled by the Purchaser to WZ Satu, details of which are set out in Section 2.4(viii)(b) of this announcement. 6. EFFECTS OF THE PROPOSED DISPOSAL 6.1 Issued share capital and substantial shareholders shareholdings The Proposed Disposal will not have any effect on the issued share capital and shareholdings of the substantial shareholders of the Company as the Proposed Disposal does not involve any issuance of new ordinary shares in WZ Satu ( Shares ). 6.2 NA and gearing Based on the latest audited consolidated financial statements of WZ Satu for the FYE 31 August 2016, the proforma effects of the Proposed Disposal on the consolidated NA and gearing of WZ Satu are set out below: As at 31 August 2016 Pro forma I Pro forma II Pro forma III (RM 000) (RM 000) (RM 000) (RM 000) Share capital 167,934 231,659 261,659 261,659 Share premium 57,222 - - - Revaluation reserve 5,036 5,036 5,036 3,328 Retained earnings 65,458 65,458 65,198 77,771 NA 295,650 302,153 331,893 342,758 Number of Shares in issue ( 000) 335,867 348,874 378,286 378,286 NA per Share (RM) 0.88 0.87 0.88 0.91 Total borrowings (RM 000) 96,213 96,213 96,213 89,073 Gearing ratio (times) 0.33 0.32 0.29 0.26 7

Pro forma I: Pro forma II: Pro forma III: After adjustments for issuance of 13,006,800 new Shares pursuant to the exercise of outstanding warrants 2014/2024 of the Company from 1 September 2016 up to the LPD at the exercise price of RM0.50 each and the reclassification of share premium account to share capital account pursuant to the Companies Act, 2016. After pro forma (I) and taking into account the effects of the acquisition by WZ Satu of the entire equity interest of Cekap Semenanjung Sdn Bhd from Tan Sri Kong Hon Kong and Kong Yew Foong (as vendors) for a purchase consideration of RM30.0 million to be satisfied entirely via the issuance of 29,411,764 new Shares at an issue price of RM1.02 each to the vendors upon the Master En-Bloc Purchase Agreement dated 18 March 2016 (entered into between PR1MA Corporation Malaysia, Sinergi Dayang Sdn Bhd and Barisan Arena Sdn Bhd) becoming unconditional in accordance with its terms by 4 November 2017, or such extended period as may be mutually agreed by WZ Satu and the vendors. After (II) and the Proposed Disposal 6.3 Earnings and earnings per share ( EPS ) Based on the latest audited consolidated financial statements of WZ Satu for the FYE 31 August 2016 and assuming that the Proposed Disposal had been effected on 31 August 2016, the Group is expected to realise a net gain on disposal of approximately RM10.87 million, which represents an EPS of approximately 3.30 sen, based on the weighted average number of 329,648,000 Shares. Upon completion of the Proposed Disposal, WZ Trading, which contributed 2.75% or RM634,000 to the consolidated profit after tax of WZ Satu for the FYE 31 August 2016, will cease to contribute to the Group after the completion of the SSA. Nonetheless, the proceeds arising from the Proposed Disposal are expected to contribute positively to the future earnings and EPS of the Group arising from the proposed utilisation of proceeds as set out in Section 3 above. As the Proposed Disposal is expected to be completed in the first half of 2018, the Proposed Disposal is not expected to have a material effect on the earnings of the Group for the financial year ending 31 August 2017. 7. APPROVALS REQUIRED The Proposed Disposal is subject to approvals being obtained from the following: Shareholders of WZ Satu for the Proposed Disposal at an EGM to be convened; and Any other relevant authorities/parties, if required. The Proposed Disposal is not conditional upon any other proposals undertaken or to be undertaken by the Company. 8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM The Purchaser, Tan Jing Xin, is a major shareholder of WZ Satu ( Interested Major Shareholder ). As such, she is deemed interested in the Proposed Disposal. She will abstain from voting in respect of her direct and/or indirect shareholdings in WZ Satu, and has undertaken to ensure that persons connected to her will abstain from voting in respect of their respective direct and/or indirect shareholdings in WZ Satu, if any, on the resolution pertaining to the Proposed Disposal to be tabled at the forthcoming EGM. 8

Tan Chong Boon, a director of WZ Satu and Ng Chong Tin, the alternate director to Tan Chong Boon, who are both uncles of the Purchaser, have voluntarily abstained and will continue to abstain from all deliberations and voting at the relevant Board meetings of WZ Satu in respect of the Proposed Disposal in order to mitigate any potential conflict of interest situation. They have also opted to abstain from voting and has undertaken to ensure that persons connected with them will abstain from voting in respect of their direct and/or indirect shareholdings, if any, on the resolution pertaining to the Proposed Disposal to be tabled at the forthcoming EGM to be convened. Save as disclosed above, none of the directors and/or major shareholders of WZ Satu and/or persons connected with them have any interest, direct or indirect, in the Proposed Disposal. 9. HIGHEST PERCENTAGE RATIO Based on the Disposal Consideration, the highest percentage ratio applicable to the Proposed Disposal pursuant to Paragraph 10.02(g) of the Listing Requirements of Bursa Securities ( Listing Requirements ) is 7.7%. The Proposed Disposal is not expected to result in the Company becoming a Cash Company or a PN17 Issuer (as defined under the Listing Requirements). 10. RELATED PARTY TRANSACTIONS There were no related party transactions between the Group and the Interested Major Shareholder (including persons connected with her) for the 12 months preceding the date of this announcement: 11. ADVISERS HLIB has been appointed as the Adviser in relation to the Proposed Disposal. In view that the Proposed Disposal is deemed a related party transaction pursuant to Paragraph 10.08 of the Listing Requirements, KAF Investment Bank Berhad has been appointed as the Independent Adviser to advise the non-interested directors and the noninterested shareholders of the Company as to whether the Proposed Disposal is fair and reasonable so far as the non-interested shareholders are concerned, and whether the Proposed Disposal is to the detriment of the non-interested shareholders of the Company. 12. DIRECTORS STATEMENT The Board (save for Tan Chong Boon and Ng Chong Tin who have voluntarily abstained from all deliberations on the Proposed Disposal), having considered and deliberated on all aspects of the Proposed Disposal, including the rationale for and the effects of the Proposed Disposal, and after taking into consideration the preliminary opinion of the Independent Adviser, is of the opinion that the Proposed Disposal is in the best interest of WZ Satu. 13. AUDIT COMMITTEE S STATEMENT The Audit Committee of WZ Satu, after having considered all aspects of the Proposed Disposal, is of the view that the Proposed Disposal is: in the best interest of the Company; fair and reasonable and on normal commercial terms; and 9

(iii) not detrimental to the interests of the non-interested shareholders of the Company. In arriving at the above view, the Audit Committee had taken into consideration, among others, the following: (iii) (iv) the terms and conditions of the SSA; the preliminary opinion of the Independent Adviser; the basis of arriving at the Disposal Consideration; and the rationale, benefits and financial effects of the Proposed Disposal. 14. ESTIMATED TIMEFRAME FOR APPLICATION TO THE RELEVANT AUTHORITIES AND COMPLETION Barring any unforeseen circumstances, the Proposed Disposal is expected to be completed by the first half of 2018. 15. DOCUMENTS AVAILABLE FOR INSPECTION A copy of the SSA will be made available for inspection at the Company s registered office at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur during normal business hours from Monday to Friday (except public holidays) for a period of 3 months from the date of this announcement. This announcement is dated 22 August 2017. 10

APPENDIX I SUMMARY FINANCIAL INFORMATION OF WZ TRADING A summary of the audited financial information of WZ Trading for the 16-month FPE 31 August 2014, FYE 31 August 2015 and FYE 31 August 2016 are set out below: 16-month FPE 31 August 2014 (1) FYE 31 August 2014 2015 2016 RM 000 RM 000 RM 000 Revenue 53,396 31,496 36,864 Profit/(Loss) before tax (106) (1,618) 712 Profit/(Loss) after tax (118) (1,526) 634 Share capital 2,000 2,000 2,000 Net earnings/(loss) per share (2) (0.06) (0.76) 0.32 NA 12,500 10,801 11,435 Total borrowings 10,024 9,928 7,140 NA per share (RM) 6.25 5.40 5.72 Current ratio (times) 1.07 0.97 1.01 Gearing ratio (3) (times) 0.80 0.92 0.62 Notes: (1) WZ Trading changed its financial year end from 30 April to 31 August. (2) Computed based on profit / (loss) after tax divided by total number of ordinary shares in issue. (3) Computed based on total borrowings divided by NA. Commentary FYE 31 August 2015 compared to 16-months FPE 31 August 2014 For the FYE 31 August 2015, WZ Trading recorded lower revenue of RM31.50 million, which represented a decrease of RM8.55 million or 21.35% from an annualised revenue of RM40.05 million for the 16-month FPE 30 April 2014. The decrease in revenue was mainly due to lower selling prices and lower sale volume of various steel products as a result of softer market demand. WZ Trading posted a higher loss before tax of RM1.62 million for the FYE 31 August 2015, which represented an increase of RM1.54 million or 1925% from the annualised loss before tax of RM0.08 million for the 16-month FPE 31 August 2014. The significant increase in losses before tax was mainly due to lower profit margin of products, write down in value of inventories and higher operating expenses. FYE 31 August 2016 compared to FYE 31 August 2015 WZ Trading s revenue increased by RM5.36 million or 17.02% from RM31.50 million for the FYE 31 August 2015 to RM36.86 million for the FYE 31 August 2016. The increase in revenue was mainly due to higher average selling prices attributable to improved market condition. WZ Trading recorded a profit before tax amounting to RM0.71 million for the FYE 31 August 2016 as compared to a loss before tax of RM1.62 million for the FYE 31 August 2015. The profit before tax recorded was mainly due to improvement in the profit margin of products attributable to improved market condition and better operational efficiency. 11