definitions - chartnexus...akitek akiprima sdn bhd, scg group, sunway real estate investment trust,...
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i
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 (635998-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 (275505-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
ii
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 employeeshare 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;
iii
(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 (1108506-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 (921551-D) “Sunway Group” or “the Group” : Sunway, its subsidiaries and jointly controlled entities
(incorporated and unincorporated) “Sunway Technology Group” : Sunway Technology Sdn Bhd (210079-H), its subsidiaries and
associated companies “Tan Sri Jeffrey Cheah” : Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling, AO
v
CONTENTS (cont’d) PART B (cont’d)
Page
4. EFFECTS OF THE PROPOSED SHARE BUY-BACK 40
4.1 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”)
40
41
41
42
42
43
5. SHARE PRICES 43 6. PURCHASES, RESALES OR CANCELLATION MADE IN THE PRECEDING
12 MONTHS 44
7. APPROVAL REQUIRED 45 8. INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS 45 9. DIRECTORS’ RECOMMENDATION 45 10. AGM 45 11. FURTHER INFORMATION 46
APPENDIX APPENDIX I FURTHER INFORMATION 47
EXTRACT OF THE NOTICE OF 6TH ANNUAL GENERAL MEETING 54
1
PART A
PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS
OF A REVENUE OR TRADING NATURE
3
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 10.08 and 10.09 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 10.08 of the Listing Requirements to be dealt with at the forthcoming AGM are as follows:-
(a) Under Part E, Paragraph 10.08 (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.
4
(d) Under Part E, Paragraph 10.09 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) 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; (ii) 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;
(iii) 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 10.09 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) the listed company in seeking such a mandate in accordance with Paragraphs 8.23 and 10.09 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
(ii) 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 10.08 of the Listing Requirements.
5
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 10.09 of the Listing Requirements, the provisions of Paragraph 10.08 of the Listing Requirements will not apply.
B. Proposed Shareholders’ Mandate The principal activities of the Company are investment holding and provision of management
services. Its subsidiaries are principally involved in property development, property investment, construction, quarry, building materials, trading and manufacturing, hospitality, leisure, healthcare and trading in hardware and household products. 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 16 June 2016, 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.
6
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 services.
(iv) SCG Group
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) Sunway Real Estate Investment Trust
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.
(vii) Kuwait Finance House (Malaysia) Berhad
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.
7
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) Joint venture partners of Sunway’s subsidiaries (including Persons Connected/subsidiaries of the joint venture partners) which include inter alia, 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, Sino-Singapore Tianjin Eco-City Investment and Development Co. Ltd, MAK Projects Pte Ltd, Mitsui Fudosan (Asia) Pte Ltd, Sunny Insight (M) Sdn Bhd, Millennium Pavilion Sdn Bhd, Encik Fawzi Bin Abd Aziz and Puan Aminah Bt Noordin.
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; trading in hardware and household products.
(xiii) Directors and Major Shareholders of Sunway and its subsidiaries and Persons Connected with them (collectively referred to as the “Mandated Related Parties”)
N/A
9
Man
date
d R
elat
ed
Part
ies
Inte
rest
ed D
irect
ors/
Maj
or S
hare
hold
ers/
Pe
rson
s C
onne
cted
N
atur
e of
RR
PT
Prev
ious
est
imat
ed
valu
e as
dis
clos
ed
in th
e C
ircul
ar to
Sh
areh
olde
rs
date
d 29
May
201
5 (“
Estim
ated
Va
lue”
)
A
ctua
l val
ue
tran
sact
ed fr
om
the
last
AG
M to
31
Mar
ch 2
016,
be
ing
the
late
st
prac
ticab
le d
ate
befo
re th
e pr
intin
g of
this
C
ircul
ar
(“Ac
tual
Va
lue”
)
N
ew e
stim
ated
va
lue
from
this
A
GM
to th
e ne
xt
AG
M (t
o be
hel
d in
Jun
e 20
17)
(“N
ew E
stim
ated
Va
lue”
) R
M’0
00
RM
’000
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00
•
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reta
rial a
nd m
anag
emen
t se
rvic
es.
10
0 1
10
0
• Fi
nanc
ial
and
info
rmat
ion
tech
nolo
gy re
late
d se
rvic
es.
100
- 10
0
• In
terio
r de
cora
tions
an
d re
late
d se
rvic
es,
and
reno
vatio
n w
orks
.
# -
#
Act
ive
Equi
ty G
roup
Ta
n S
ri Je
ffrey
Che
ah,
Sar
ena
Che
ah a
nd E
van
Che
ah a
re D
irect
ors
and
Maj
or S
hare
hold
ers
of
Act
ive
Equ
ity S
dn B
hd a
s w
ell
as D
irect
ors
in
seve
ral s
ubsi
diar
ies
of A
ctiv
e E
quity
Sdn
Bhd
. Ta
n S
ri Je
ffrey
Che
ah a
nd S
aren
a C
heah
are
D
irect
ors
and
Maj
or S
hare
hold
ers
of S
unw
ay a
s w
ell
as
Dire
ctor
s in
se
vera
l su
bsid
iarie
s of
S
unw
ay.
Eva
n C
heah
is
a D
irect
or i
n se
vera
l su
bsid
iarie
s of
Sun
way
and
Maj
or S
hare
hold
er o
f S
unw
ay.
•
Sec
reta
rial a
nd m
anag
emen
t se
rvic
es.
10
0 8
10
0
10
Man
date
d R
elat
ed
Part
ies
Inte
rest
ed D
irect
ors/
Maj
or S
hare
hold
ers/
Pe
rson
s C
onne
cted
N
atur
e of
RR
PT
Prev
ious
est
imat
ed
valu
e as
dis
clos
ed
in th
e C
ircul
ar to
Sh
areh
olde
rs
date
d 29
May
201
5 (“
Estim
ated
Va
lue”
)
A
ctua
l val
ue
tran
sact
ed fr
om
the
last
AG
M to
31
Mar
ch 2
016,
be
ing
the
late
st
prac
ticab
le d
ate
befo
re th
e pr
intin
g of
this
C
ircul
ar
(“Ac
tual
Va
lue”
)
N
ew e
stim
ated
va
lue
from
this
A
GM
to th
e ne
xt
AG
M (t
o be
hel
d in
Jun
e 20
17)
(“N
ew E
stim
ated
Va
lue”
) R
M’0
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RM
’000
R
M’0
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App
licab
le
for
trans
actio
ns
betw
een
Per
bada
nan
Kem
ajua
n N
eger
i S
elan
gor
Gro
up
and:
•
Sun
way
P
KNS
Sdn
Bh
d (“
SPK
NS”
) or
its
su
bsid
iarie
s •
Sun
way
D’M
ont
Kia
ra
Sdn
Bhd
•
any
new
sub
sidi
arie
s/
asso
ciat
ed c
ompa
nies
to
be
inco
rpor
ated
or
acqu
ired
by S
PK
NS
in
futu
re
Per
bada
nan
Kem
ajua
n N
eger
i Sel
ango
r is
a M
ajor
S
hare
hold
er w
ith 4
0% d
irect
int
eres
t in
SP
KN
S,
whi
ch i
s a
60%
ow
ned
subs
idia
ry o
f S
unw
ay.
Per
bada
nan
Kem
ajua
n N
eger
i Sel
ango
r al
so h
as
30%
dee
med
int
eres
t in
Sun
way
D’M
ont
Kia
ra
Sdn
Bhd
, w
hich
is
an a
ssoc
iate
d co
mpa
ny o
f SP
KN
S.
• C
onst
ruct
ion
and
rela
ted
serv
ices
* an
d bu
ildin
g m
ater
ials
.
#
-
#
• A
cqui
sitio
n of
de
velo
pmen
t pr
oper
ties
and
land
or
land
-ba
sed
prop
ertie
s pr
ovid
ed
that
an
y on
e of
th
e pe
rcen
tage
ra
tios
of
the
trans
actio
n do
es n
ot e
xcee
d 10
% a
s de
fined
in th
e Li
stin
g R
equi
rem
ents
.
##
- ##
• P
rope
rty
man
agem
ent
and
rela
ted
serv
ices
.
100
- 10
0
• In
terio
r de
cora
tions
an
d re
late
d se
rvic
es,
and
reno
vatio
n w
orks
.
# -
#
• S
ale
of h
ardw
are,
hou
seho
ld
prod
ucts
an
d en
gine
erin
g pr
oduc
ts.
- -
100
• S
ale
of
mac
hine
ry,
tool
s,
lubr
ican
ts,
hard
war
e an
d ot
her r
elat
ed p
rodu
cts.
- -
100
11
Man
date
d R
elat
ed
Part
ies
Inte
rest
ed D
irect
ors/
Maj
or S
hare
hold
ers/
Pe
rson
s C
onne
cted
N
atur
e of
RR
PT
Prev
ious
est
imat
ed
valu
e as
dis
clos
ed
in th
e C
ircul
ar to
Sh
areh
olde
rs
date
d 29
May
201
5 (“
Estim
ated
Va
lue”
)
A
ctua
l val
ue
tran
sact
ed fr
om
the
last
AG
M to
31
Mar
ch 2
016,
be
ing
the
late
st
prac
ticab
le d
ate
befo
re th
e pr
intin
g of
this
C
ircul
ar
(“Ac
tual
Va
lue”
)
N
ew e
stim
ated
va
lue
from
this
A
GM
to th
e ne
xt
AG
M (t
o be
hel
d in
Jun
e 20
17)
(“N
ew E
stim
ated
Va
lue”
) R
M’0
00
RM
’000
R
M’0
00
SC
G G
roup
E
van
Che
ah is
a D
irect
or a
nd M
ajor
Sha
reho
lder
of
SC
G a
s w
ell a
s D
irect
or in
sev
eral
sub
sidi
arie
s of
SC
G.
Tan
Sri
Jeffr
ey C
heah
, P
uan
Sri
Sus
an
Che
ah a
nd S
aren
a C
heah
are
Maj
or S
hare
hold
ers
of S
CG
. Ta
n S
ri Je
ffrey
Che
ah a
nd S
aren
a C
heah
are
D
irect
ors
and
Maj
or S
hare
hold
ers
of S
unw
ay a
s w
ell
as
Dire
ctor
s in
se
vera
l su
bsid
iarie
s of
S
unw
ay.
Eva
n C
heah
is
a D
irect
or i
n se
vera
l su
bsid
iarie
s of
Sun
way
and
Maj
or S
hare
hold
er o
f S
unw
ay.
Pua
n S
ri S
usan
C
heah
is
a
Maj
or
Sha
reho
lder
of S
unw
ay.
•
Leas
ing/
rent
al
of
prem
ises
/ pr
oper
ties*
**.
9,
000
1,
556
4,
000
•
Rec
reat
iona
l clu
b an
d th
eme
park
fa
cilit
ies,
tim
e sh
arin
g an
d m
edic
al
tour
ism
se
rvic
es.
500
125
500
•
Hot
el a
nd re
late
d se
rvic
es.
30
0 62
7 90
0
•
Tick
etin
g an
d to
ur
rela
ted
serv
ices
.
500
828
1,20
0
•
Med
ical
ser
vice
s.
20
0 16
8 30
0
• P
rope
rty
man
agem
ent
and
rela
ted
serv
ices
.
500
189
500
• S
hare
re
gist
ratio
n,
secr
etar
ial
and
rela
ted
serv
ices
.
500
77
500
• In
sura
nce
prod
ucts
an
d re
late
d se
rvic
es
7,50
0 65
9 2,
000
• C
ar
repa
ir,
car
rent
al,
car
park
ren
tal,
car
trans
fer
fee,
lu
bric
ants
, ca
r ac
cess
orie
s an
d re
late
d se
rvic
es.
- -
600
13
Man
date
d R
elat
ed
Part
ies
Inte
rest
ed D
irect
ors/
Maj
or S
hare
hold
ers/
Pe
rson
s C
onne
cted
N
atur
e of
RR
PT
Prev
ious
est
imat
ed
valu
e as
dis
clos
ed
in th
e C
ircul
ar to
Sh
areh
olde
rs
date
d 29
May
201
5 (“
Estim
ated
Va
lue”
)
A
ctua
l val
ue
tran
sact
ed fr
om
the
last
AG
M to
31
Mar
ch 2
016,
be
ing
the
late
st
prac
ticab
le d
ate
befo
re th
e pr
intin
g of
this
C
ircul
ar
(“Ac
tual
Va
lue”
)
N
ew e
stim
ated
va
lue
from
this
A
GM
to th
e ne
xt
AG
M (t
o be
hel
d in
Jun
e 20
17)
(“N
ew E
stim
ated
Va
lue”
) R
M’0
00
RM
’000
R
M’0
00
•
Offi
ce
mai
nten
ance
an
d se
rvic
es c
harg
es.
10
0 -
10
0
• B
uild
ing
mat
eria
ls,
spar
e pa
rts
and
othe
r re
late
d co
nstru
ctio
n m
ater
ials
an
d se
rvic
es.
# 52
,161
#
• R
enta
l an
d pu
rcha
se
of
spar
e pa
rts a
nd c
onst
ruct
ion
mac
hine
ries.
6,00
0 3,
925
6,00
0
• S
taff
train
ing
and
hum
an
reso
urce
ser
vice
s.
500
- 20
0
• P
urch
ase
and
repa
ir of
pla
nt
and
mac
hine
ries
500
- 20
0
• P
rovi
sion
of
m
aint
enan
ce
and
repa
ir of
pl
ant
and
mac
hine
ries
and
equi
pmen
t.
500
- 20
0
• In
terio
r de
cora
tions
an
d re
late
d se
rvic
es,
and
reno
vatio
n w
orks
.
# 6,
068
#
• In
tere
st i
ncom
e ea
rned
fro
m
fund
pla
cem
ent
1,50
0 33
2 1,
500
• P
rovi
sion
of t
reas
ury
serv
ices
100
132
1,50
0
14
Man
date
d R
elat
ed
Part
ies
Inte
rest
ed D
irect
ors/
Maj
or S
hare
hold
ers/
Pe
rson
s C
onne
cted
N
atur
e of
RR
PT
Prev
ious
est
imat
ed
valu
e as
dis
clos
ed
in th
e C
ircul
ar to
Sh
areh
olde
rs
date
d 29
May
201
5 (“
Estim
ated
Va
lue”
)
A
ctua
l val
ue
tran
sact
ed fr
om
the
last
AG
M to
31
Mar
ch 2
016,
be
ing
the
late
st
prac
ticab
le d
ate
befo
re th
e pr
intin
g of
this
C
ircul
ar
(“Ac
tual
Va
lue”
)
N
ew e
stim
ated
va
lue
from
this
A
GM
to th
e ne
xt
AG
M (t
o be
hel
d in
Jun
e 20
17)
(“N
ew E
stim
ated
Va
lue”
) R
M’0
00
RM
’000
R
M’0
00
•
Hum
an
reso
urce
s an
d in
form
atio
n te
chno
logy
an
d ot
her r
elat
ed s
ervi
ces
7,
000
4,
536
7,
000
• P
rovi
sion
of
ot
her
staf
f be
nefit
ser
vice
s 10
0 3
100
• S
ale
of
petro
l, m
ini-m
art
prod
ucts
and
rela
ted
serv
ices
-
- 20
0
Sun
way
Te
chno
logy
G
roup
Tan
Sri
Jeffr
ey
Che
ah
and
Eva
n C
heah
ar
e D
irect
ors
of S
unw
ay T
echn
olog
y S
dn B
hd.
Eva
n C
heah
is a
lso
a D
irect
or in
sev
eral
sub
sidi
arie
s of
S
unw
ay T
echn
olog
y S
dn B
hd.
Tan
Sri
Jeffr
ey
Che
ah
is
a M
ajor
S
hare
hold
er
of
Sun
way
Te
chno
logy
G
roup
. E
van
Che
ah
and
Sar
ena
Che
ah
have
de
emed
in
tere
sts
in
Sun
way
Te
chno
logy
Gro
up v
ia a
cor
pora
tion
whe
re t
hey
have
mor
e th
an 1
5% e
quity
inte
rest
and
by
virtu
e of
the
ir pa
rent
’s i
nter
est
in S
unw
ay T
echn
olog
y S
dn B
hd. E
van
Che
ah a
nd S
aren
a C
heah
are
the
child
ren
of T
an S
ri Je
ffrey
Che
ah.
Tan
Sri
Jeffr
ey C
heah
and
Sar
ena
Che
ah a
re
Dire
ctor
s an
d M
ajor
Sha
reho
lder
s of
Sun
way
as
wel
l as
D
irect
ors
in
seve
ral
subs
idia
ries
of
Sun
way
. E
van
Che
ah i
s a
Dire
ctor
in
seve
ral
subs
idia
ries
of S
unw
ay a
nd M
ajor
Sha
reho
lder
of
Sun
way
.
• C
ompu
ter
prod
ucts
, so
ftwar
e su
ppor
t, m
aint
enan
ce
and
cons
ulta
ncy
serv
ices
fo
r in
form
atio
n te
chno
logy
so
ftwar
e an
d ha
rdw
are.
#
7,52
9 #
• R
enta
l of
pr
emis
es/
prop
ertie
s**.
3,
000
1,
329
3,
000
•
Rec
reat
iona
l clu
b an
d th
eme
park
fa
cilit
ies,
tim
e sh
arin
g an
d m
edic
al
tour
ism
se
rvic
es.
100
2 10
0
•
Hot
el a
nd re
late
d se
rvic
es.
20
0 18
20
0
•
Tick
etin
g an
d to
ur
rela
ted
serv
ices
.
500
208
500
15
Man
date
d R
elat
ed
Part
ies
Inte
rest
ed D
irect
ors/
Maj
or S
hare
hold
ers/
Pe
rson
s C
onne
cted
N
atur
e of
RR
PT
Prev
ious
est
imat
ed
valu
e as
dis
clos
ed
in th
e C
ircul
ar to
Sh
areh
olde
rs
date
d 29
May
201
5 (“
Estim
ated
Va
lue”
)
A
ctua
l val
ue
tran
sact
ed fr
om
the
last
AG
M to
31
Mar
ch 2
016,
be
ing
the
late
st
prac
ticab
le d
ate
befo
re th
e pr
intin
g of
this
C
ircul
ar
(“Ac
tual
Va
lue”
)
N
ew e
stim
ated
va
lue
from
this
A
GM
to th
e ne
xt
AG
M (t
o be
hel
d in
Jun
e 20
17)
(“N
ew E
stim
ated
Va
lue”
) R
M’0
00
RM
’000
R
M’0
00
•
Med
ical
ser
vice
s.
20
0
13
20
0
• H
uman
R
esou
rces
, In
form
atio
n te
chno
logy
an
d re
late
d se
rvic
es.
1,00
0 41
1 1,
000
• S
ecur
ity
and
rela
ted
serv
ices
.
100
- 10
0
• In
terio
r de
cora
tions
an
d re
late
d se
rvic
es,
and
reno
vatio
n w
orks
.
# 26
9 #
•
Pro
perty
m
anag
emen
t an
d re
late
d se
rvic
es.
20
0
12
20
0
• S
ecre
taria
l and
man
agem
ent
serv
ices
. 10
0 -
100
• In
sura
nce
prod
ucts
an
d re
late
d se
rvic
es.
200
41
200
• R
enta
l of
offi
ce e
quip
men
t, m
otor
ve
hicl
es
and
othe
r re
late
d se
rvic
es.
100
- 10
0
• Fi
nanc
ial
and
othe
r re
late
d se
rvic
es.
500
368
1,00
0
16
Man
date
d R
elat
ed
Part
ies
Inte
rest
ed D
irect
ors/
Maj
or S
hare
hold
ers/
Pe
rson
s C
onne
cted
N
atur
e of
RR
PT
Prev
ious
est
imat
ed
valu
e as
dis
clos
ed
in th
e C
ircul
ar to
Sh
areh
olde
rs
date
d 29
May
201
5 (“
Estim
ated
Va
lue”
)
A
ctua
l val
ue
tran
sact
ed fr
om
the
last
AG
M to
31
Mar
ch 2
016,
be
ing
the
late
st
prac
ticab
le d
ate
befo
re th
e pr
intin
g of
this
C
ircul
ar
(“Ac
tual
Va
lue”
)
N
ew e
stim
ated
va
lue
from
this
A
GM
to th
e ne
xt
AG
M (t
o be
hel
d in
Jun
e 20
17)
(“N
ew E
stim
ated
Va
lue”
) R
M’0
00
RM
’000
R
M’0
00
•
Sal
e of
de
velo
pmen
t pr
oper
ties
and
land
or
land
-ba
sed
prop
ertie
s pr
ovid
ed
that
an
y on
e of
th
e pe
rcen
tage
ra
tios
of
the
trans
actio
n do
es n
ot e
xcee
d 10
% a
s de
fined
in th
e Li
stin
g R
equi
rem
ents
.
##
-
##
• Tr
ade
mar
k lic
ense
fee.
100
- 10
0
• In
vest
men
t hol
ding
. 10
0 -
100
• Tr
adin
g an
d m
anuf
actu
ring.
200
- 20
0
• E
duca
tion
inst
itutio
ns
and
serv
ices
.
100
- 10
0
• C
ar
repa
ir,
car
rent
al,
car
park
ren
tal,
car
trans
fer
fee,
lu
bric
ants
, ca
r ac
cess
orie
s an
d re
late
d se
rvic
es.
- -
100
• S
ale
of
petro
l, m
ini-m
art
prod
ucts
an
d re
late
d se
rvic
es
- -
100
17
Man
date
d R
elat
ed
Part
ies
Inte
rest
ed D
irect
ors/
Maj
or S
hare
hold
ers/
Pe
rson
s C
onne
cted
N
atur
e of
RR
PT
Prev
ious
est
imat
ed
valu
e as
dis
clos
ed
in th
e C
ircul
ar to
Sh
areh
olde
rs
date
d 29
May
201
5 (“
Estim
ated
Va
lue”
)
A
ctua
l val
ue
tran
sact
ed fr
om
the
last
AG
M to
31
Mar
ch 2
016,
be
ing
the
late
st
prac
ticab
le d
ate
befo
re th
e pr
intin
g of
this
C
ircul
ar
(“Ac
tual
Va
lue”
)
N
ew e
stim
ated
va
lue
from
this
A
GM
to th
e ne
xt
AG
M (t
o be
hel
d in
Jun
e 20
17)
(“N
ew E
stim
ated
Va
lue”
) R
M’0
00
RM
’000
R
M’0
00
Aki
tek
Akip
rima
Sdn
Bhd
(“
AA
SB”)
Che
ah T
eik
Jin,
the
bro
ther
of
Pua
n S
ri S
usan
C
heah
, is
a D
irect
or a
nd M
ajor
Sha
reho
lder
of
AAS
B.
Pua
n S
ri S
usan
Che
ah is
a M
ajor
Sha
reho
lder
of
Sun
way
.
•
Arch
itect
ural
an
d re
late
d se
rvic
es/p
rodu
cts.
• In
terio
r de
cora
tions
an
d re
late
d se
rvic
es,
and
reno
vatio
n w
orks
.
# #
- -
# #
Sun
way
Rea
l Est
ate
Inve
stm
ent T
rust
(“
Sunw
ay R
EIT”
)
Sun
way
is
a m
ajor
uni
thol
der
of S
unw
ay R
EIT
. Ta
n S
ri Je
ffrey
Che
ah,
Pua
n S
ri S
usan
Che
ah,
Sar
ena
Che
ah,
Eva
n C
heah
, S
unge
i W
ay
Cor
pora
tion
Sdn
Bhd
and
Act
ive
Equ
ity S
dn B
hd,
bein
g M
ajor
Sha
reho
lder
s of
Sun
way
, al
so h
ave
deem
ed in
tere
sts
in S
unw
ay R
EIT
via
Sun
way
.
• Le
asin
g/re
ntal
of p
rope
rties
**
in
resp
ect
of
the
follo
win
g pr
oper
ties
and
such
ot
her
new
pro
perti
es w
hich
may
be
owne
d by
Sun
way
REI
T:
- S
unw
ay
P
yram
id
Con
vent
ion
Cen
tre
5,00
0 2,
632
5,00
0
- Su
nway
P
yram
id
Sho
ppin
g M
all
3,00
0 1,
134
3,00
0
- S
unw
ay C
arni
val S
hopp
ing
Mal
l/Con
vent
ion
Cen
tre
2,00
0 -
2,00
0
- M
enar
a
Sun
way
a
nd
acco
mm
odat
ion
for
secu
rity
staf
f
12,0
00
8,99
0 15
,000
- S
unw
ay T
ower
30
0 34
30
0 -
Sun
way
Put
ra P
lace
20
,000
6,
762
20,0
00
- S
unw
ay M
edic
al C
entre
30
,000
15
,454
30
,000
-
Wis
ma
Sun
way
30
0 -
300
- Su
nway
Hot
el G
eorg
etow
n
6,00
0 2,
805
6,00
0
18
Man
date
d R
elat
ed
Part
ies
Inte
rest
ed D
irect
ors/
Maj
or S
hare
hold
ers/
Pe
rson
s C
onne
cted
N
atur
e of
RR
PT
Prev
ious
est
imat
ed
valu
e as
dis
clos
ed
in th
e C
ircul
ar to
Sh
areh
olde
rs
date
d 29
May
201
5 (“
Estim
ated
Va
lue”
)
A
ctua
l val
ue
tran
sact
ed fr
om
the
last
AG
M to
31
Mar
ch 2
016,
be
ing
the
late
st
prac
ticab
le d
ate
befo
re th
e pr
intin
g of
this
C
ircul
ar
(“Ac
tual
Va
lue”
)
N
ew e
stim
ated
va
lue
from
this
A
GM
to th
e ne
xt
AG
M (t
o be
hel
d in
Jun
e 20
17)
(“N
ew E
stim
ated
Va
lue”
) R
M’0
00
RM
’000
R
M’0
00
•
Ren
tal
and
man
agem
ent
of
car
park
s**
and
rela
ted
serv
ices
.
30
,000
17,1
27
35
,000
• R
enta
l of
of
fice
spac
e/pr
emis
es**
an
d re
late
d se
rvic
es.
300
- 30
0
• R
enta
l of
offi
ce e
quip
men
t, m
otor
ve
hicl
es,
plan
t an
d m
achi
nerie
s an
d ot
her
rela
ted
serv
ices
.
100
- 10
0
• M
anag
emen
t an
d re
late
d se
rvic
es.
500
146
500
• In
tern
al
audi
t an
d re
late
d se
rvic
es.
500
- 20
0
• P
rope
rty
man
agem
ent
and
rela
ted
serv
ices
.
500
757
2,20
0
• U
nit
regi
stra
tion,
se
cret
aria
l an
d re
late
d se
rvic
es.
200
165
500
• In
sura
nce
prod
ucts
an
d re
late
d se
rvic
es.
500
169
500
• Tr
ade
mar
k lic
ense
fee.
200
- 20
0
19
Man
date
d R
elat
ed
Part
ies
Inte
rest
ed D
irect
ors/
Maj
or S
hare
hold
ers/
Pe
rson
s C
onne
cted
N
atur
e of
RR
PT
Prev
ious
est
imat
ed
valu
e as
dis
clos
ed
in th
e C
ircul
ar to
Sh
areh
olde
rs
date
d 29
May
201
5 (“
Estim
ated
Va
lue”
)
A
ctua
l val
ue
tran
sact
ed fr
om
the
last
AG
M to
31
Mar
ch 2
016,
be
ing
the
late
st
prac
ticab
le d
ate
befo
re th
e pr
intin
g of
this
C
ircul
ar
(“Ac
tual
Va
lue”
)
N
ew e
stim
ated
va
lue
from
this
A
GM
to th
e ne
xt
AG
M (t
o be
hel
d in
Jun
e 20
17)
(“N
ew E
stim
ated
Va
lue”
) R
M’0
00
RM
’000
R
M’0
00
•
Sal
e of
de
velo
pmen
t pr
oper
ties
and
land
or
land
-ba
sed
prop
ertie
s pr
ovid
ed
that
an
y on
e of
th
e pe
rcen
tage
ra
tios
of
the
trans
actio
n do
es n
ot e
xcee
d 10
% a
s de
fined
in th
e Li
stin
g R
equi
rem
ents
.
##
-
##
• C
onst
ruct
ion
and
rela
ted
serv
ices
* an
d m
echa
nica
l en
gine
erin
g an
d re
late
d se
rvic
es.
# 32
#
• B
uild
ing
mat
eria
ls,
spar
e pa
rts
and
othe
r re
late
d co
nstru
ctio
n m
ater
ials
an
d se
rvic
es.
# 18
9 #
• R
enta
l and
pur
chas
e of
spa
re
parts
an
d co
nstru
ctio
n m
achi
nerie
s.
# -
#
• P
rovi
sion
of
tic
ketin
g an
d to
ur re
late
d se
rvic
es.
500
125
500
• Fi
nanc
ial
and
hum
an
reso
urce
an
d in
form
atio
n te
chno
logy
rela
ted
serv
ices
.
500
487
1,00
0
20
Man
date
d R
elat
ed
Part
ies
Inte
rest
ed D
irect
ors/
Maj
or S
hare
hold
ers/
Pe
rson
s C
onne
cted
N
atur
e of
RR
PT
Prev
ious
est
imat
ed
valu
e as
dis
clos
ed
in th
e C
ircul
ar to
Sh
areh
olde
rs
date
d 29
May
201
5 (“
Estim
ated
Va
lue”
)
A
ctua
l val
ue
tran
sact
ed fr
om
the
last
AG
M to
31
Mar
ch 2
016,
be
ing
the
late
st
prac
ticab
le d
ate
befo
re th
e pr
intin
g of
this
C
ircul
ar
(“Ac
tual
Va
lue”
)
N
ew e
stim
ated
va
lue
from
this
A
GM
to th
e ne
xt
AG
M (t
o be
hel
d in
Jun
e 20
17)
(“N
ew E
stim
ated
Va
lue”
) R
M’0
00
RM
’000
R
M’0
00
•
Par
ticip
atio
n in
Sun
way
Pal
s (a
loya
lty p
rogr
amm
e)
3,
000
-
3,00
0
• G
roup
bra
nd,
mar
ketin
g an
d co
mm
unic
atio
n’s
initi
ativ
es
and
even
ts c
ost.
3,00
0 -
3,00
0
• P
rovi
sion
of
m
edic
al
serv
ices
.
200
- 20
0
• H
otel
and
rela
ted
serv
ices
300
- 30
0
• R
ecre
atio
nal c
lub
and
them
e pa
rk
faci
litie
s,
time
shar
ing
and
med
ical
to
uris
m
serv
ices
.
200
- 20
0
• In
terio
r de
cora
tions
an
d re
late
d se
rvic
es,
and
reno
vatio
n w
orks
.
# 73
,186
#
21
Man
date
d R
elat
ed
Part
ies
Inte
rest
ed D
irect
ors/
Maj
or S
hare
hold
ers/
Pe
rson
s C
onne
cted
N
atur
e of
RR
PT
Prev
ious
est
imat
ed
valu
e as
dis
clos
ed
in th
e C
ircul
ar to
Sh
areh
olde
rs
date
d 29
May
201
5 (“
Estim
ated
Va
lue”
)
A
ctua
l val
ue
tran
sact
ed fr
om
the
last
AG
M to
31
Mar
ch 2
016,
be
ing
the
late
st
prac
ticab
le d
ate
befo
re th
e pr
intin
g of
this
C
ircul
ar
(“Ac
tual
Va
lue”
)
N
ew e
stim
ated
va
lue
from
this
A
GM
to th
e ne
xt
AG
M (t
o be
hel
d in
Jun
e 20
17)
(“N
ew E
stim
ated
Va
lue”
) R
M’0
00
RM
’000
R
M’0
00
App
licab
le
for
trans
actio
ns
betw
een
Sun
way
’s
subs
idia
ries
and
thei
r re
spec
tive
join
t ve
ntur
e pa
rtner
s (in
clud
ing
Per
sons
C
onne
cted
/ s
ubsi
diar
ies
of
the
join
t ve
ntur
e pa
rtner
s)
The
join
t ve
ntur
e pa
rtner
s of
S
unw
ay’s
su
bsid
iarie
s, w
hich
inc
lude
int
er a
lia,
Biax
is (
M)
Sdn
Bhd
, D
CF
Trek
Co.
Ltd
, K
umpu
lan
Soi
lmas
S
dn B
hd,
Ron
gyao
Inv
estm
ent
Dev
elop
men
t C
o.
Ltd,
Mr
Yu
De
Mao
, M
r G
oh T
eong
Hoe
, O
pus
Dev
elop
ers
and
Bui
lder
s P
rivat
e Li
mite
d, S
in H
in
Lim
Bro
ther
s Tr
adin
g S
dn B
hd, F
awan
is S
dn B
hd,
Sin
o-S
inga
pore
Tia
njin
Eco
-City
Inv
estm
ent
and
Dev
elop
men
t C
o.
Ltd,
M
AK
P
roje
cts
Pte
Lt
d,
Mits
ui F
udos
an (
Asi
a) P
te L
td,
Sun
ny I
nsig
ht (
M)
Sdn
B
hd,
Mille
nniu
m
Pav
ilion
Sdn
B
hd,
Enc
ik
Faw
zi B
in A
bd A
ziz
and
Pua
n A
min
ah B
t Noo
rdin
ar
e M
ajor
S
hare
hold
ers
in
som
e of
th
e su
bsid
iarie
s of
Sun
way
.
•
Con
stru
ctio
n, f
ound
atio
n an
d re
late
d se
rvic
es*.
#
- #
• M
echa
nica
l en
gine
erin
g an
d re
late
d se
rvic
es.
# -
#
• P
rope
rty
deve
lopm
ent
activ
ities
.
# -
#
• P
roje
ct
man
agem
ent
and
rela
ted
serv
ices
# -
#
• M
anag
emen
t an
d re
late
d se
rvic
es.
100
- 10
0
• D
istri
butio
n, m
arke
ting,
sal
es
and
afte
r sa
les
serv
ices
of
cons
truct
ion
/ au
tom
atio
n eq
uipm
ent f
or th
e in
tegr
atio
n of
ele
ctro
nic
devi
ces
used
for
resi
dent
ial p
urpo
ses
100
- 10
0
• R
enta
l of
offi
ce e
quip
men
t, m
otor
ve
hicl
es,
plan
t an
d m
achi
nerie
s an
d ot
her
rela
ted
serv
ices
.
100
- 10
0
• In
terio
r de
cora
tions
an
d re
late
d se
rvic
es,
and
reno
vatio
n w
orks
.
# -
#
22
Man
date
d R
elat
ed
Part
ies
Inte
rest
ed D
irect
ors/
Maj
or S
hare
hold
ers/
Pe
rson
s C
onne
cted
N
atur
e of
RR
PT
Prev
ious
est
imat
ed
valu
e as
dis
clos
ed
in th
e C
ircul
ar to
Sh
areh
olde
rs
date
d 29
May
201
5 (“
Estim
ated
Va
lue”
)
A
ctua
l val
ue
tran
sact
ed fr
om
the
last
AG
M to
31
Mar
ch 2
016,
be
ing
the
late
st
prac
ticab
le d
ate
befo
re th
e pr
intin
g of
this
C
ircul
ar
(“Ac
tual
Va
lue”
)
N
ew e
stim
ated
va
lue
from
this
A
GM
to th
e ne
xt
AG
M (t
o be
hel
d in
Jun
e 20
17)
(“N
ew E
stim
ated
Va
lue”
) R
M’0
00
RM
’000
R
M’0
00
•
Bui
ldin
g an
d ra
w m
ater
ials
, in
terlo
ckin
g pa
vers
, pr
eten
sion
ed s
pun
conc
rete
pi
les
and
rela
ted
prod
ucts
, m
achi
nerie
s, s
pare
par
ts a
nd
rela
ted
prod
ucts
.
#
- #
• S
ale
of
deve
lopm
ent
prop
ertie
s an
d la
nd o
r la
nd-
base
d pr
oper
ties
prov
ided
th
at
any
one
of
the
perc
enta
ge
ratio
s of
th
e tra
nsac
tion
does
not
exc
eed
10%
as
defin
ed in
the
List
ing
Req
uire
men
ts.
##-
##
• S
ale
of h
ardw
are,
hou
seho
ld
prod
ucts
an
d en
gine
erin
g pr
oduc
ts.
--
100
• S
ale
of
mac
hine
ry,
tool
s,
lubr
ican
ts,
hard
war
e an
d ot
her r
elat
ed p
rodu
cts.
--
100
23
Man
date
d R
elat
ed
Part
ies
Inte
rest
ed D
irect
ors/
Maj
or S
hare
hold
ers/
Pe
rson
s C
onne
cted
N
atur
e of
RR
PT
Prev
ious
est
imat
ed
valu
e as
dis
clos
ed
in th
e C
ircul
ar to
Sh
areh
olde
rs
date
d 29
May
201
5 (“
Estim
ated
Va
lue”
)
A
ctua
l val
ue
tran
sact
ed fr
om
the
last
AG
M to
31
Mar
ch 2
016,
be
ing
the
late
st
prac
ticab
le d
ate
befo
re th
e pr
intin
g of
this
C
ircul
ar
(“Ac
tual
Va
lue”
)
N
ew e
stim
ated
va
lue
from
this
A
GM
to th
e ne
xt
AG
M (t
o be
hel
d in
Jun
e 20
17)
(“N
ew E
stim
ated
Va
lue”
) R
M’0
00
RM
’000
R
M’0
00
App
licab
le
for
trans
actio
ns
betw
een
Kuw
ait
Fina
nce
Hou
se
(Mal
aysi
a)
Ber
had
and
Sun
way
Sou
th Q
uay
Sdn
B
hd
(“SS
Q”)
or
its
su
bsid
iary
(ies)
or
an
y ne
w
asso
ciat
ed
com
pani
es
to
be
inco
rpor
ated
or
acqu
ired
by S
SQ in
futu
re.
Kuw
ait
Fina
nce
Hou
se (
Mal
aysi
a) B
erha
d is
a
Maj
or
Sha
reho
lder
w
ith
20%
di
rect
in
tere
st
in
SS
Q,
whi
ch
is
a 60
%
owne
d su
bsid
iary
of
S
unw
ay.
• P
rope
rty
man
agem
ent
and
rela
ted
serv
ices
.
• S
ale
of
deve
lopm
ent
prop
ertie
s an
d la
nd o
r la
nd-
base
d pr
oper
ties
prov
ided
th
at
any
one
of
the
perc
enta
ge
ratio
s of
th
e tra
nsac
tion
does
not
exc
eed
10%
as
defin
ed in
the
List
ing
Req
uire
men
ts.
100
##
- -
10
0 ##
App
licab
le
for
trans
actio
ns
betw
een
Em
ploy
ees
Pro
vide
nt
Fund
Boa
rd o
f M
alay
sia
and
SSQ
or
its
su
bsid
iary
(ies)
or
an
y ne
w
asso
ciat
ed
com
pani
es
to
be
inco
rpor
ated
or
acqu
ired
by S
SQ in
futu
re
Em
ploy
ees
Pro
vide
nt F
und
Boa
rd o
f Mal
aysi
a is
a
Maj
or
Sha
reho
lder
w
ith
20%
di
rect
in
tere
st
in
SS
Q,
whi
ch i
s a
60%
ow
ned
join
tly c
ontro
lled
entit
y of
Sun
way
.
• P
rope
rty
man
agem
ent
and
rela
ted
serv
ices
. 10
0 -
10
0
• S
ale
of
deve
lopm
ent
prop
ertie
s an
d la
nd o
r la
nd-
base
d pr
oper
ties
prov
ided
th
at
any
one
of
the
perc
enta
ge
ratio
s of
th
e tra
nsac
tion
does
not
exc
eed
10%
as
defin
ed in
the
List
ing
Req
uire
men
ts.
##
- ##
25
Man
date
d R
elat
ed
Part
ies
Inte
rest
ed D
irect
ors/
Maj
or S
hare
hold
ers/
Pe
rson
s C
onne
cted
N
atur
e of
RR
PT
Prev
ious
est
imat
ed
valu
e as
dis
clos
ed
in th
e C
ircul
ar to
Sh
areh
olde
rs
date
d 29
May
201
5 (“
Estim
ated
Va
lue”
)
A
ctua
l val
ue
tran
sact
ed fr
om
the
last
AG
M to
31
Mar
ch 2
016,
be
ing
the
late
st
prac
ticab
le d
ate
befo
re th
e pr
intin
g of
this
C
ircul
ar
(“Ac
tual
Va
lue”
)
N
ew e
stim
ated
va
lue
from
this
A
GM
to th
e ne
xt
AG
M (t
o be
hel
d in
Jun
e 20
17)
(“N
ew E
stim
ated
Va
lue”
) R
M’0
00
RM
’000
R
M’0
00
Infra
-Mel
ia S
dn B
hd
Pua
n S
ri S
usan
Che
ah i
s a
Dire
ctor
and
Maj
or
Sha
reho
lder
of I
nfra
-Mel
ia S
dn B
hd.
Pua
n S
ri S
usan
Che
ah is
a M
ajor
Sha
reho
lder
of
Sun
way
.
• R
enta
l of
pr
emis
es/
prop
ertie
s**.
10
0 -
10
0
• R
ecre
atio
nal c
lub
and
them
e pa
rk
faci
litie
s,
time
shar
ing
and
med
ical
to
uris
m
serv
ices
.
100
- 10
0
• H
otel
and
rela
ted
serv
ices
.
100
- 10
0
• Ti
cket
ing
and
tour
re
late
d se
rvic
es
100
- 10
0
• M
edic
al s
ervi
ces
10
0 -
100
• P
rope
rty
man
agem
ent
and
rela
ted
serv
ices
100
- 10
0
• S
ale
of
deve
lopm
ent
prop
ertie
s an
d la
nd o
r la
nd-
base
d pr
oper
ties
prov
ided
th
at
any
one
of
the
perc
enta
ge
ratio
s of
th
e tra
nsac
tion
does
not
exc
eed
10%
as
defin
ed in
the
List
ing
Req
uire
men
ts.
##
- ##
• In
terio
r de
cora
tions
an
d re
late
d se
rvic
es,
and
reno
vatio
n w
orks
.
# -
#
26
Man
date
d R
elat
ed
Part
ies
Inte
rest
ed D
irect
ors/
Maj
or S
hare
hold
ers/
Pe
rson
s C
onne
cted
N
atur
e of
RR
PT
Prev
ious
est
imat
ed
valu
e as
dis
clos
ed
in th
e C
ircul
ar to
Sh
areh
olde
rs
date
d 29
May
201
5 (“
Estim
ated
Va
lue”
)
A
ctua
l val
ue
tran
sact
ed fr
om
the
last
AG
M to
31
Mar
ch 2
016,
be
ing
the
late
st
prac
ticab
le d
ate
befo
re th
e pr
intin
g of
this
C
ircul
ar
(“Ac
tual
Va
lue”
)
N
ew e
stim
ated
va
lue
from
this
A
GM
to th
e ne
xt
AG
M (t
o be
hel
d in
Jun
e 20
17)
(“N
ew E
stim
ated
Va
lue”
) R
M’0
00
RM
’000
R
M’0
00
Dire
ctor
s an
d M
ajor
Sha
reho
lder
s of
Sun
way
and
its
subs
idia
ries
and
Per
sons
C
onne
cted
with
them
•
Rec
reat
ion
club
and
the
me
park
fa
cilit
ies,
tim
e sh
arin
g an
d m
edic
al
tour
ism
se
rvic
es.
10
0 -
10
0
• S
ale
of
deve
lopm
ent
prop
ertie
s an
d la
nd o
r la
nd-
base
d pr
oper
ties
prov
ided
th
at
any
one
of
the
perc
enta
ge
ratio
s of
th
e tra
nsac
tion
does
not
exc
eed
10%
as
defin
ed in
the
List
ing
Req
uire
men
ts.
##
17,6
21
##
• In
terio
r de
cora
tions
an
d re
late
d se
rvic
es,
and
reno
vatio
n w
orks
.
# -
#
PRO
VISI
ON
OF
FIN
ANC
IAL
ASS
ISTA
NC
E •
Sun
way
Tec
hnol
ogy
Gro
up
• Su
nway
REI
T •
SCG
Gro
up
Pro
visi
on
of
leas
ing,
fa
ctor
ing
and
hire
pu
rcha
se
faci
litie
s,
shar
e fin
anci
ng,
shar
e m
argi
n fin
anci
ng o
r su
ch o
ther
sim
ilar
busi
ness
th
at
may
be
de
term
ined
by
Bur
sa S
ecur
ities
.
15
,000
3,
000
3,00
0
52
3 - 1,
230
15
8,00
0 3,
000
5,00
0
27
Man
date
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elat
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Part
ies
Inte
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or S
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rson
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Prev
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est
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e C
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areh
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ctua
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dn B
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33
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et
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gs
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otes
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e de
term
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as t
he tr
ansa
ctio
ns a
re o
n pr
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t-by-
proj
ect b
asis
. ##
Th
e es
timat
ed v
alue
of t
his
cate
gory
of t
rans
actio
n ca
nnot
be
asce
rtai
ned
give
n th
e va
riou
s ty
pes
of p
rope
rtie
s w
ith p
rice
s w
hich
var
y fr
om p
roje
ct to
pro
ject
. How
ever
, in
acco
rdan
ce w
ith P
arag
raph
3.3
(a) o
f PN
12 o
f the
Lis
ting
Requ
irem
ents
, the
tran
sact
ion
valu
e ca
nnot
exc
eed
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of a
ny o
ne o
f the
per
cent
age
ratio
s.*
Incl
ude
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r al
ia, c
onst
ruct
ion
of c
ivil
and
build
ing
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ks, c
ontr
actin
g in
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tric
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nd e
ngin
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ng w
orks
, pre
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uild
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and
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l w
orks
, pre
cast
con
cret
e bu
ildin
g co
ntra
cts a
nd p
iling
con
trac
ts.
**
The
tenu
res
of th
e pr
emis
es/p
rope
rtie
s (a
nd s
uch
othe
r ne
w p
rope
rtie
s th
at m
ay b
e re
nted
out
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roup
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of v
aryi
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ngth
s bu
t are
for
a le
ase
peri
od o
f not
mor
e th
an 3
yea
rs. T
he re
ntal
pay
men
t is o
n a
mon
thly
bas
is.
***
The
tenu
res o
f the
pre
mis
es/p
rope
rtie
s (an
d su
ch o
ther
new
pro
pert
ies t
hat m
ay b
e re
nted
out
to/b
y th
e G
roup
) are
of v
aryi
ng le
ngth
s and
the
rent
al p
aym
ent i
s on
a m
onth
ly
basi
s.
28
E. Amount due and owing to Sunway Group by Mandated Related Parties
The breakdown and ageing analysis of amount due and owing to Sunway Group by the Mandated Related Parties pursuant to the RRPT, which exceeded the credit term for the following periods as at the end of the financial year ended 31 December 2015, are as follows:-
Principal
Sum
(RM)
Late Payment Interest (RM)
Total Outstanding
Amount (RM)
Ageing Analysis (RM)
≤ 1 year
> 1 years to 3 years
> 3 years to 5 years
> 5 years
5,973,123 1,262 5,974,385 2,970,713 2,955,738 35,938 11,996
A late payment interest of RM1,262 was charged on the outstanding amount owing by the Mandated Related Parties. As of the date of this Circular, most of the outstanding amounts have been settled. The management has and will continue to discuss with the Mandated Related Parties to actively pursue for early settlement of the outstanding amount due. The Board is of the opinion that there will be no recoverability issues as the overdue amount is closely monitored by the management and the management is optimistic that the amount is recoverable.
F. Rationale for, and the benefit to, the Group for transacting with Mandated Related Parties
The Sunway Group has a long-standing business relationship with the Mandated Related Parties. The Mandated Related Parties are both good customers of the Sunway Group as well as reliable suppliers of raw materials, goods and services with proven track records required by the Sunway Group for its businesses. For example, the procurement of construction and related services from the Mandated Related Parties have a proven track record of on time delivery and of good quality. These are key elements in enhancing the Sunway Group’s image as a premier property developer thereby enabling the properties developed by the Sunway Group to fetch a premium. The raw materials, goods and services provided by as well as sales made to the Mandated Related Parties are priced competitively and all transactions between the Sunway Group and the Mandated Related Parties are carried out on an arm’s length basis and on terms not more favourable to the Mandated Related Parties than those generally available to the public. The close cooperation between the Sunway Group and the Mandated Related Parties has reaped mutual benefits and has been and is expected to continue to be beneficial to the businesses of the Sunway Group. In this regard, the Company would like to seek its shareholders’ approval for the Proposed Shareholders’ Mandate. The Proposal is intended to facilitate transactions in the normal course of business of the Sunway Group which are transacted from time to time with the Mandated Related Parties, provided that they are carried out at arm's length and on the Sunway Group's normal commercial terms and are not prejudicial to its shareholders and on terms not more favourable to the Mandated Related Parties than those generally available to the public and are not to the detriment of the minority shareholders. The procurement of the Proposed Shareholders’ Mandate on an annual basis would eliminate the need to convene separate general meetings from time to time to seek shareholders' approval as and when potential RRPT with the Mandated Related Parties arise, thereby substantially reducing administrative time and expenses in convening such meetings, without compromising the corporate objectives and business opportunities available to the Sunway Group.
29
Disclosure will be made in the annual report of the Company of the aggregate value of RRPT conducted pursuant to the Proposed Shareholders’ Mandate during the financial year. In making the disclosure, the Company must provide a breakdown of the aggregate value of the RRPT made during the financial year, amongst others, based on the following information:- (a) the type of RRPT made; and (b) the names of the Mandated Related Parties involved in each type of the RRPT made and
their relationship with the Group.
The above disclosure will also be made in the Company’s annual report for subsequent financial years during which the shareholders’ mandate remains in force.
G. Review Procedures for RRPT
There are procedures established by the Sunway Group to ensure that RRPT are undertaken on an arm’s length basis and on the Sunway Group’s normal commercial terms and on terms not more favourable to the Mandated Related Parties than those generally available to the public. The terms are consistent with the Sunway Group’s usual business practices and policies, which are generally not more favourable to the Mandated Related Parties than those extended to unrelated third parties and are not to the detriment of the minority shareholders.
The Sunway Group’s review procedures governing RRPT are as follows:-
(i) At least 2 other contemporaneous transactions with unrelated third parties for similar
products/services and/or quantities will be used as comparison (wherever possible) to determine whether the price and terms offered to/by the Mandated Related Parties are fair and reasonable and comparable to those offered to/by other unrelated third parties for the same or substantially similar type of products/services and/or quantities. In the event that quotation or comparative pricing from unrelated third parties cannot be obtained (for instance, if there are no unrelated third party vendors/customers of similar products/services, or if the product/service is a proprietary item), the price and terms of the RRPT will be in accordance with applicable industry norms, prevailing commercial rates and at rates not more favourable to the Mandated Related Parties than those generally available to the public and are not detrimental to the Group or the minority shareholders.
(ii) For the supply of general goods and services, a minimum of 3 quotations where applicable,
shall be obtained every year. Where it is not practical to obtain a minimum of 3 quotations due to logistic and monopoly constraints, there may be a situation whereby less than 3 quotations will be acceptable. These quotations shall be reviewed in respect of pricing, quality and service level by a team comprising different functional management staff.
(iii) For the award of construction contracts in connection with property development and
investment projects, the management shall approve an internal budget to form the basis for comparison with tenders received. Tenders are invited for all projects and they are evaluated based on pricing as well as technical and financial capabilities of the tenderers. The whole process of tendering, evaluation and selection of tenderer is reviewed and approved by Management Tender Committee.
30
(a) A corporate guarantee or bank guarantee would be required to be provided by the successful tenderer, based on successful track record and financial strength of the tenderer.
(b) The decision on whether a corporate guarantee or bank guarantee is to be given by the
tenderer shall be decided by the Management Tender Committee based on the following criteria:-
For contracts with value of RM100 million and above:
• The tenderer must be a public listed company or a subsidiary of a public listed
company; OR • The tenderer must have completed at least 2 projects for the Group in the past 5
years with a total contract value exceeding RM500 million; AND • Total shareholders’ fund of the tenderer must be at least RM150 million; OR • The paid-up share capital of the tenderer must be at least RM150 million.
For contracts with value less than RM100 million:
• The tenderer need not be a public listed company or a subsidiary of a public listed company; OR
• The tenderer must have completed at least 2 projects for the Group in the past 5 years with a total contract value exceeding RM300 million; AND
• Total shareholders’ fund of the tenderer must be at least RM15 million; OR • The paid-up share capital of the tenderer must be at least RM5 million.
(c) The above criteria shall also be applicable for the award of all other contracts or projects in the Group.
(vi) Generally, SCG Group does not receive any preferential treatment if a tender is called by
Sunway Group. SCG Group is evaluated on the same basis as other third party construction companies. All bids are evaluated on an arm’s length basis. Provided SCG Group remain competitive and ensure that quality standards and timelines are met, SCG Group stands a good chance of winning internal contracts.
For selected strategic projects, Sunway may appoint SCG Group from the outset based on
mutually agreed pricing and terms. (v) For the award of contracts on a turnkey basis, an independent cost consultant(s)/quantity
surveyor(s) will be appointed to review the cost in order to ensure that the contracts are undertaken on normal commercial terms.
(vi) In an open tender exercise where only one related party has tendered for a project, the
cost/pricing must be certified by an independent external consultant/quantity surveyor to ensure that the cost/pricing is competitive or alternatively, the pricing could be based on the rate secured from a previous tender within the preceding 6 months.
(vii) A list of Mandated Related Parties has been circulated to the Company’s subsidiaries to
notify that all RRPT are required to be undertaken on an arm’s length basis and normal commercial terms and on terms not more favourable to the Mandated Related Parties than those generally available to the public.
(viii) Records are maintained by the Company to capture all RRPT which are entered into
pursuant to the Proposed Shareholders’ Mandate.
31
(ix) All RRPT with value equal to or exceeding RM1 million per transaction or where any one of
the percentage ratios is 1% or more, whichever is higher, are reviewed and approved by the RRPT Committee to ensure compliance with the Listing Requirements on RRPT. RRPT with value below RM1 million or percentage ratio of less than 1%, are reviewed and authorised by different personnel of managerial level.
(x) Where any person(s) has an interest in the transactions to be reviewed, such person(s) shall
abstain from deliberation and decision making in respect of that transaction. (xi) The annual internal audit plan shall incorporate a review of RRPT entered into pursuant to
the Proposed Shareholders’ Mandate to ensure that the relevant approvals have been obtained and the review procedures in respect of such transactions are adhered to.
(xii) The Audit Committee shall review the internal audit report to ascertain that the procedures
established to monitor RRPT have been complied with and the review shall be done at every quarter together with the review of quarterly results.
(xiii) The Board and the Audit Committee have reviewed and shall continue to review the
adequacy and appropriateness of the procedures as and when required, with the authority to sub-delegate to individuals or committees within the Company as they deem appropriate.
H. Audit Committee's Statements
With the support and assistance from the Group Internal Audit and the management, the Audit Committee will review the relevant RRPT and also review the established procedures as stated in paragraph 2G above to ascertain that they have been complied with. Further, if during these periodic reviews by the Audit Committee, the Audit Committee is of the view that the procedures as stated above are not sufficient to ensure that the RRPT are on the Sunway Group's normal commercial terms and on terms not more favourable to the Mandated Related Parties than those generally available to the public and will be prejudicial to the shareholders, the Company will revert immediately to its shareholders for a fresh mandate based on new or additional procedures, and in any case before the next transaction is entered into. The Audit Committee, comprising Wong Chin Mun (Chairman), Lim Swe Guan, Datuk Seri Yam Kong Choy and Tan Sri Dato’ Dr Lin See Yan who are the Independent Non-Executive Directors, has reviewed the procedures mentioned in paragraph 2G above and is satisfied that the said procedures are sufficient to ensure that the RRPT will be made with the Mandated Related Parties in accordance with the Sunway Group's normal commercial terms and on terms not more favourable to the Mandated Related Parties than those generally available to the public, and hence, not prejudicial to the shareholders nor disadvantageous to the Company and its subsidiaries and are not to the detriment of the minority shareholders. The Audit Committee is of the view that the Sunway Group has in place adequate procedures and processes to monitor, track and identify RRPT in a timely and orderly manner. These procedures and processes are reviewed annually.
3. INTERESTS OF DIRECTORS AND MAJOR SHAREHOLDERS As at 31 March 2016, the direct and deemed interests of the interested Directors, Major Shareholders and
Persons Connected with Directors and Major Shareholders of Sunway are as follows:-
32
Interests of the Interested Directors
No. of Ordinary Shares of RM1.00 each Name of Directors Direct % Deemed % Tan Sri Jeffrey Cheah 92,806,306 4.73 1,145,277,356 a 58.37 Tan Sri Datuk Seri Razman M Hashim 1,318,642 0.07 - - Dato’ Chew Chee Kin 4,790,558 0.24 650,932 b 0.03 Sarena Cheah 1,074,332 0.05 1,236,453,373 c 63.02 Datuk Seri Yam Kong Choy 55,000 # - - Wong Chin Mun - - - - Lim Swe Guan - - - - Tan Sri Dato’ Dr Lin See Yan 100,000 0.01 - -
No. of Warrants 2011/2016 Name of Directors Direct % Deemed % Tan Sri Jeffrey Cheah - - - -Tan Sri Datuk Seri Razman M Hashim 134,961 0.18 - -Dato’ Chew Chee Kin 619,171 0.84 - -Sarena Cheah - - 165 b #Datuk Seri Yam Kong Choy - - - -Wong Chin Mun - - - -Lim Swe Guan - - - -Tan Sri Dato’ Dr Lin See Yan - - - -
Name of Directors
No. of Options over Ordinary Shares of RM1.00 each Granted on
3.9.2013 Total
Vested Balance granted
Balance Vested
Tan Sri Jeffrey Cheah 17,200,000 12,900,000 12,900,000 8,600,000Tan Sri Datuk Seri Razman M Hashim 500,000 375,000 250,000 125,000Dato’ Chew Chee Kin 4,500,000 3,375,000 3,375,000 2,250,000Sarena Cheah 1,600,000 1,200,000 1,200,000 800,000Datuk Seri Yam Kong Choy - - - -Wong Chin Mun - - - -Lim Swe Guan - - - -Tan Sri Dato’ Dr Lin See Yan - - - -
Interests of the Interested Major Shareholders No. of Ordinary Shares of RM1.00 each Name of Major Shareholders Direct % Deemed % Tan Sri Jeffrey Cheah 92,806,306 4.73 1,145,277,356 a 58.37 Puan Sri Susan Cheah - - 1,238,083,662 d 63.10 Sarena Cheah 1,074,332 0.05 1,236,453,373 c 63.02 Evan Cheah 556,946 0.03 1,236,452,384 e 63.02 Sungei Way Corporation Sdn Bhd 1,143,646,078 58.29 - - Active Equity Sdn Bhd - - 1,143,646,078 f 58.29
33
No. of Warrants 2011/2016 Name of Major Shareholders Direct % Deemed % Tan Sri Jeffrey Cheah - - - - Puan Sri Susan Cheah - - - - Sarena Cheah - - 165 b # Evan Cheah - - - - Sungei Way Corporation Sdn Bhd - - - - Active Equity Sdn Bhd - - - -
Notes: a Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through Active Equity Sdn Bhd,
Sungei Way Corporation Sdn Bhd and children b Deemed interest by virtue of Section 6A of the Companies Act, 1965 held though spouse c Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through Active Equity Sdn Bhd,
Sungei Way Corporation Sdn Bhd, spouse and parent d Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through spouse and children e Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through Active Equity Sdn Bhd,
Sungei Way Corporation Sdn Bhd and parent f Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through Sungei Way Corporation Sdn
Bhd # negligible
Interests of the Interested Persons Connected with Directors and Major Shareholders Name of Persons Connected
No. of Ordinary Shares of RM1.00 each Direct % Deemed %
Tan Yit Chong* 989 # 1,074,332@ 0.05 Cheah Teik Jin - - - -
Name of Persons Connected No. of Warrants 2011/2016
Direct % Deemed % Active Equity Sdn Bhd - - - - Tan Yit Chong* 165 # - - Cheah Teik Jin - - - -
Note: * spouse of Sarena Cheah # negligible @ Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through spouse The interested Directors namely Tan Sri Jeffrey Cheah and Sarena Cheah are deemed interested in the Proposal. Accordingly, they have abstained and will continue to abstain from Board deliberations and voting on the Proposal in respect of their direct and/or indirect shareholdings in Sunway at the AGM to be convened. In addition to Tan Sri Jeffrey Cheah and Sarena Cheah, all the other interested Directors are deemed interested in respect of the RRPT under Section 2D on page 26 of this Circular. Accordingly, they have abstained and will continue to abstain from Board deliberations and voting on the RRPT under Section 2D on page 26 of this Circular, in respect of their direct and/or indirect shareholdings in Sunway at the AGM to be convened. The interested Major Shareholders namely Tan Sri Jeffrey Cheah, Puan Sri Susan Cheah, Sarena Cheah, Evan Cheah, Sungei Way Corporation Sdn Bhd and Active Equity Sdn Bhd will abstain from voting on the Proposal in respect of their direct and/or indirect shareholdings in Sunway at the AGM to be convened.
34
Tan Yit Chong, being a Person Connected with the Directors and Major Shareholders, will abstain from voting on the Proposal in respect of his direct shareholding in Sunway at the AGM. In addition, the interested Directors and Major Shareholders will ensure that Persons Connected with them will abstain from voting, deliberating and approving the Proposal in respect of their direct and/or indirect shareholdings in Sunway at the AGM. Save as disclosed above, none of the other Major Shareholders of Sunway or Persons Connected with them has any interest, directly or indirectly in the Proposal.
4. CONDITION OF THE PROPOSAL
The Proposal is conditional upon the approval of the shareholders of Sunway being obtained at the forthcoming AGM.
5. DIRECTORS' RECOMMENDATION
All the Directors who are deemed interested in respect of the RRPT under Section 2D on page 26 of this Circular, have abstained from expressing an opinion and making any recommendation to the shareholders in respect thereof. The Board (save and except for Tan Sri Jeffrey Cheah and Sarena Cheah who are deemed interested in the Proposal), having considered all aspects of the Proposal, is of the opinion that the Proposal (except on the entry of the RRPT under Section 2D on page 26 of this Circular) is in the best interest of the Company and recommend that you vote in favour of the resolution pertaining to the Proposal to be tabled at the forthcoming AGM.
6. AGM
The 6th AGM, the notice of which is set out in the Company’s Annual Report 2015 and an extract of which in relation to the Proposal is also enclosed in this Circular, will be held at Grand Bahamas, Level 12, Sunway Resort Hotel & Spa, Persiaran Lagoon, Bandar Sunway, 47500 Subang Jaya, Selangor Darul Ehsan on Thursday, 16 June 2016 at 3.00 p.m. for the purpose of considering and, if thought fit, passing the resolution to give effect to the Proposal pursuant to the agenda of Special Business as detailed in the Company’s Annual Report 2015.
A Proxy Form for the 6th AGM is enclosed in the Company’s Annual Report 2015 which you are urged
to complete and deposit at the Registered Office of the Company at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 47500 Subang Jaya, Selangor Darul Ehsan not less than 48 hours before the time set for the 6th AGM or any adjournment thereof. The lodging of the Proxy Form will not preclude you from attending and voting in person at the 6th AGM should you subsequently wish to do so.
35
7. FURTHER INFORMATION
Shareholders are requested to refer to Appendix I contained in this Circular for further information. Yours faithfully For and on behalf of the Board of Directors SUNWAY BERHAD Wong Chin Mun Senior Independent Non-Executive Director
36
PART B
PROPOSED AUTHORITY FOR THE PURCHASE
OF OWN SHARES BY THE COMPANY
38
2. DETAILS OF THE PROPOSED SHARE BUY-BACK The Board of Sunway proposes to seek the approval from the shareholders of the Company to purchase
and/or hold its own shares of up to a maximum of 10% of the issued and paid-up share capital of the Company at any point in time subject to compliance with Section 67A of the Act, Part IIIA of the Companies Regulations 1966, the Listing Requirements and any prevailing laws, rules, regulations, orders, guidelines and requirements issued by the relevant authorities at the time of purchase.
The issued and paid-up share capital of the Company as at 31 March 2016 is RM1,983,466,817 comprising 1,983,466,817 Shares, the maximum number of shares which may be purchased by the Company shall not exceed 198,346,681. The purchase of own shares will be carried out on Bursa Securities through an appointed stockbroker.
The Listing Requirements stipulate that the Proposed Share Buy-Back must be made wholly out of
retained profits and/or share premium account of the listed company. Accordingly, the Board proposes to allocate an amount of up to the retained profits and/or share premium account of the Company for the Proposed Share Buy-Back subject to compliance with Section 67A of the Act, Part IIIA of the Companies Regulations 1966, the Listing Requirements and any prevailing laws, rules, regulations, orders, guidelines and requirements issued by the relevant authorities at the time of purchase. The audited retained profits and share premium account of the Company as at 31 December 2015 are RM2,802,355,000 and RM2,771,822,000 respectively.
The Sunway Shares purchased by the Company may be dealt with by the Directors in accordance with Section 67A of the Act in the following manner:-
(i) to cancel the Sunway Shares so purchased; or (ii) to retain the Sunway Shares so purchased as treasury shares for distribution as dividends to the
shareholders of the Company and/or re-sell on Bursa Securities in accordance with the Listing Requirements and/or subsequently cancelled; or
(iii) to retain part of the Sunway Shares so purchased as treasury shares and cancel the remainder.
While the purchased shares are held as treasury shares, the rights attached to them in relation to voting, dividends and participation in any other distributions or otherwise will be suspended. The treasury shares shall not be taken into account in calculating the number or percentage of shares or of a class of shares in the Company for any purposes including substantial shareholdings, take-overs, notices, the requisitioning of meetings, the quorum for a meeting and the result of a vote on the resolution at a meeting. If the Company decides to cancel the shares purchased, it is required to make an immediate announcement on the day the cancellation is made providing the number of shares cancelled, the date of cancellation and the outstanding issued and paid-up share capital of the Company after the cancellation. In the event the Company retains the shares purchased as treasury shares, the said shares may either be distributed as share dividends, resold on Bursa Securities in accordance with the Listing Requirements or subsequently cancelled.
The approval from the shareholders for the Proposed Share Buy-Back would be effective immediately upon the passing of the ordinary resolution for the Proposed Share Buy-Back until:- (a) the conclusion of the next AGM of the Company at which time it shall lapse unless by ordinary
resolution passed at the meeting, the authority is renewed, either unconditionally or subject to conditions; or
39
(b) the expiration of the period within which the next AGM after that date is required by law to be held; or
(c) revoked or varied by ordinary resolution passed by the shareholders of the Company in a general
meeting,
whichever occurs first. Pursuant to the Listing Requirements, the Company may only purchase its own shares at a price which is not more than 15% above the weighted average market price of Sunway Shares for the past 5 market days immediately preceding the date of the purchase(s). Under Paragraph 12.18 of the Listing Requirements, the Company may only resell the purchased shares held as treasury shares at:- (a) a price which is not less than the weighted average market price of Sunway Shares for the 5
market days immediately before the resale; or (b) a discounted price of not more than 5% to the weighted average market price of Sunway Shares
for the 5 market days immediately before the resale provided that:-
(i) the resale takes place not earlier than 30 days from the date of purchase; and (ii) the resale price is not less than the cost of purchase of the shares being resold.
The Proposed Share Buy-Back will allow the Directors to purchase Sunway Shares at any time within
the abovementioned time period using the funds of the Sunway Group. The aforesaid funds will be sourced from both internally generated funds of the Sunway Group and/or external borrowings, the portion of which to be utilised will depend on the actual number of Sunway Shares to be purchased, the price of Sunway Shares and the availability of funds at the time of the purchase(s). If borrowings are used for the Proposed Share Buy-Back, the Company will experience a decline in its net cash flow to the extent of the interest costs associated with such borrowings but the Board does not foresee any difficulty in repayment of borrowings, if any, is used for the Proposed Share Buy-Back. Based on the audited consolidated financial statements as at 31 December 2015, the Group has a net cash and cash equivalent balance of approximately RM1,247,894,000. The actual number of Sunway Shares to be purchased, the total amount of funds involved for each purchase and the timing of the purchase(s) will depend on the market conditions and sentiments of the stock market, the available financial resources of the Group and the amount of retained profits and/or share premium of the Company.
The public shareholding spread of the Company based on the Record of Depositors as at 31 March 2016, being the latest practicable date prior to the printing of this Circular, was approximately 29.76%. If the Proposed Share Buy-Back is implemented in full i.e. up to 10% of the Sunway Shares are purchased from the public entirely and all the Shares purchased are either cancelled or held as treasury shares, and assuming the shareholdings of the Directors, substantial shareholders or persons connected with the Directors and/or substantial shareholders remain the same, the public shareholding spread of the Company is expected to be approximately 22.81%. The Company, in implementing the Proposed Share Buy-Back, will be mindful in ensuring that the minimum public shareholding spread of 25% is met and maintained.
40
3. RATIONALE FOR THE PROPOSED SHARE BUY-BACK
The Proposed Share Buy-Back will enable the Company to realize its financial resources not immediately required for use, to purchase its own Shares. The Proposed Share Buy-Back may enhance the EPS and reduce the liquidity level of the Sunway Shares in Bursa Securities, which generally will have a positive impact on the market price of the Sunway Shares. The potential advantages of the Proposed Share Buy-Back to the Company and its shareholders are as follows:-
(a) allows the Company to take preventive measures against speculation particularly when its Shares
are undervalued which would in turn stabilise the market price of Sunway Shares and hence, enhance investors’ confidence;
(b) allows the Company flexibility in achieving the desired capital structure, in terms of the debt and
equity composition and the size of equity; and
(c) as the Sunway Shares bought back by the Company will be cancelled, shareholders of the Company are likely to enjoy an increase in the value of their investment in the Company as the net EPS of the Company will increase.
The potential disadvantages of the Proposed Share Buy-Back to the Company and its shareholders are as follows:-
(a) the Proposed Share Buy-Back will reduce the financial resources of the Sunway Group and may
result in the Sunway Group foregoing better investment opportunities that may emerge in future; and
(b) as the Proposed Share Buy-Back can only be made out of retained profits and/or share premium
of the Company, it may result in the reduction of financial resources available for distribution to shareholders in the immediate future.
The Proposed Share Buy-Back, if exercised, will reduce the financial resources of the Company, but since the amount is not substantial, it will not affect the furtherance of the Company’s business or payment of dividends. Nevertheless, the Board will be mindful of the interest of the Company and its shareholders in undertaking the Proposed Share Buy-Back and in the subsequent cancellation of the Sunway Shares purchased.
4. EFFECTS OF THE PROPOSED SHARE BUY-BACK
The effects of the Proposed Share Buy-Back and the implication relating to the Malaysian Code on Take-Overs and Mergers, 2010 are as follows:-
4.1 Share Capital
The effect of the Proposed Share Buy-Back on the issued and paid-up share capital of the Company assuming that the maximum number of Sunway Shares (of up to 10% of the issued and paid-up share capital) authorized under the Proposed Share Buy-Back are purchased and cancelled, is as set out below:-
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Number of
Sunway Shares RM Issued and paid-up share capital as at 31 March 2016 1,983,466,817 1,983,466,817 Assuming Sunway Shares purchased are cancelled (up to 10% of the issued and paid-up share capital ) (198,346,681)
(198,346,681)
1,785,120,136 1,785,120,136
On the other hand, if the Sunway Shares purchased are retained as treasury shares, the Proposed Share Buy-Back will not affect the issued and paid-up share capital of the Company but the rights attached to them in relation to voting, dividends and participation in any other distributions or otherwise will be suspended. The treasury shares shall not be taken into account in calculating the number or percentage of shares or of a class of shares in the Company for any purposes including substantial shareholdings, take-overs, notices, the requisitioning of meetings, the quorum for a meeting and the result of a vote on the resolution at a meeting.
4.2 NA and Working Capital
The effect of the Proposed Share Buy-Back on the NA of the Sunway Group will depend on the purchase price(s) of the Sunway Shares and the effective funding cost to the Sunway Group to finance the purchase of Sunway Shares or any loss in interest income to the Company. In the event that all the Sunway Shares are cancelled, the Proposed Share Buy-Back would reduce the NA of the Sunway Group when the purchase price per Sunway Share exceeds the NA per Sunway Share at the relevant point in time, and vice versa.
The Proposed Share Buy-Back will reduce the working capital of the Sunway Group, the quantum of which will depend on the purchase price(s) of the Sunway Shares and the number of Sunway Shares purchased.
The NA per Sunway Share will decrease if the purchased Shares are retained as treasury shares due to the requirement for treasury shares to be carried at cost and be offset against equity, resulting in a decrease in the NA by the cost of the treasury shares. If the treasury shares are resold on Bursa Securities, the NA per Sunway Share will increase if the Company realises a gain from the resale, and vice versa. If the treasury shares are distributed as share dividends, the NA per Sunway Share will decrease by the cost of the treasury shares.
4.3 EPS
The effect of the Proposed Share Buy-Back on the EPS of the Sunway Group will depend on the purchase price(s) of the Sunway Shares and the effective funding cost to the Sunway Group to finance the purchase of Sunway Shares or any loss in interest income to the Company. Assuming the Sunway Shares purchased are retained as treasury shares and resold, the effects on the EPS of the Sunway Group will depend on the actual selling price, the number of treasury shares resold and the effective gain or interest savings arising from the exercise.
If the Sunway Shares so purchased are cancelled, the Proposed Share Buy-Back will increase the EPS of the Sunway Group provided the income forgone and/or interest expense incurred on the Sunway Shares purchased is less than the EPS before the Proposed Share Buy-Back.
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4.4 Shareholdings of Directors and Substantial Shareholders
Based on the Registers of Directors’ Shareholdings and Substantial Shareholders’ Shareholdings as at 31 March 2016 and assuming the Proposed Share Buy-Back is implemented in full (i.e. up to 10% of the issued and paid-up share capital) and that the Sunway Shares purchased are from shareholders other than the existing Directors and substantial shareholders of the Company, the effect of the Proposed Share Buy-Back on the shareholdings of the existing Directors and substantial shareholders of the Company by virtue of Section 67A of the Act are set out below:-
Before Proposed Share Buy-Back After Proposed Share Buy-Back Direct Deemed Direct Deemed No. of Shares % No. of Shares % No. of Shares % No. of Shares % Directors and Substantial Shareholders Tan Sri Jeffrey Cheah 92,806,306 4.73 1,145,277,356 (a) 58.37 92,806,306 5.20 1,145,277,356 (a) 64.16Sarena Cheah 1,074,332 0.05 1,236,453,373 (b) 63.02 1,074,332 0.06 1,236,453,373 (b) 69.26 Directors Tan Sri Datuk Seri Razman M Hashim 1,318,642 0.07 - - 1,318,642 0.07 - -Dato’ Chew Chee Kin 4,790,558 0.24 650,932 (c) 0.03 4,790,558 0.27 650,932 (c) 0.04Datuk Seri Yam Kong Choy 55,000 # - - 55,000 # - -Wong Chin Mun - - - - - - - -Lim Swe Guan - - - - - - - -Tan Sri Dato’ Dr Lin See Yan 100,000 0.01 - - 100,000 0.01 - -
Substantial Shareholders Puan Sri Susan Cheah - - 1,238,083,662 (d) 63.10 - - 1,238,083,662 (d) 69.36Evan Cheah 556,946 0.03 1,236,452,384 (e) 63.02 556,946 0.03 1,236,452,384 (e) 69.26Sungei Way Corporation Sdn Bhd 1,143,646,078 58.29 - - 1,143,646,078 64.07 - -Active Equity Sdn Bhd - - 1,143,646,078 (f) 58.29 - - 1,143,646,078 (f) 64.07AmanahRaya Trustees Berhad - Amanah Saham Bumiputera 99,503,800 5.07 - 99,503,800 5.57 - -
Notes: (a) Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through Active Equity Sdn Bhd, Sungei Way Corporation
Sdn Bhd and children (b) Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through Active Equity Sdn Bhd, Sungei Way Corporation
Sdn Bhd, spouse and parent (c) Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through spouse (d) Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through spouse and children (e) Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through Active Equity Sdn Bhd, Sungei Way Corporation
Sdn Bhd and parent (f) Deemed interest by virtue of Section 6A of the Companies Act, 1965 held through Sungei Way Corporation Sdn Bhd # Negligible
4.5 Dividends
The Proposed Share Buy-Back is not expected to have any material effect on the dividend to be
declared by the Company, if any, for the financial year ending 31 December 2016.
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4.6 Implication relating to the Malaysian Code on Take-Overs and Mergers, 2010 (“the Code”)
If the Proposed Share Buy-Back results in the equity interest of any one of the substantial shareholders and their respective parties acting in concert obtain control in the Company or if his/their existing shareholdings is between 33% to 50% and increases by more than 2% in any 6 months period, the affected substantial shareholder and parties acting in concert would be obliged to undertake a mandatory offer for the remainder Sunway Shares not held by the said affected substantial shareholder and parties acting in concert pursuant to the Code. However, a waiver to undertake a mandatory offer may be granted by the Securities Commission under the Code, subject to the affected substantial shareholder and parties acting in concert complying with certain conditions.
In this respect, the Board will be mindful of the potential implications relating to the Code. In the event that the obligations relating to the Code are expected to be triggered as a result of the Proposed Share Buy-Back, which is an action outside its direct participation, the affected substantial shareholder and parties acting in concert will apply to the Securities Commission for an exemption from undertaking the mandatory offer under the Code.
5. SHARE PRICES
The monthly highest and lowest prices of Sunway Shares traded on Bursa Securities for the last 12 months from April 2015 to March 2016 are as follows:-
Month High (RM) Low (RM) 2015 April 3.81 3.51 May 3.70 3.33 June 3.55 3.37 July 3.63 3.38 August 3.51 3.32 September 3.55 3.10 October 3.15 3.01 November 3.12 3.02 December 3.09 2.94 2016 January 3.07 2.92 February 3.01 2.89 March 3.22 2.96 The last transacted price of Sunway Shares on 31 March 2016, being the latest practicable date prior to the printing of this Circular, was RM3.14.
(Source: Bloomberg)
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6. PURCHASES, RESALES OR CANCELLATION MADE IN THE PRECEDING 12 MONTHS
The Company has purchased its own Shares in the preceding 12 months and details of the purchases are as follows:
Date of Purchase
No. of Shares Purchased
Purchase Price (RM) Average Price (RM)
Total Consideration* Lowest Highest
29-May-15 100,000 3.37 3.38 3.3750 338,165.08 16-Jun-15 271,000 3.37 3.39 3.3885 919,748.90 17-Jun-15 100,000 3.38 3.38 3.3800 338,665.76 19-Jun-15 100,000 3.38 3.38 3.3800 338,665.76 22-Jun-15 185,200 3.37 3.38 3.3754 626,185.50 23-Jun-15 7,100 3.38 3.38 3.3800 24,072.03 29-Jun-15 200,000 3.38 3.39 3.3850 678,132.91 07-Jul-15 100,000 3.39 3.39 3.3900 339,667.14 08-Jul-15 26,300 3.39 3.39 3.3900 89,369.87
10-Aug-15 100,000 3.39 3.39 3.3900 339,667.14 12-Aug-15 400,000 3.37 3.39 3.3775 1,353,061.68 17-Aug-15 436,300 3.35 3.37 3.3592 1,467,838.59 18-Aug-15 141,700 3.38 3.38 3.3800 479,806.00 19-Aug-15 237,200 3.37 3.38 3.3742 801,663.14 20-Aug-15 598,100 3.35 3.37 3.3595 2,012,285.80 21-Aug-15 398,800 3.34 3.36 3.3473 1,336,942.74 24-Aug-15 527,600 3.32 3.37 3.3437 1,766,767.12 25-Aug-15 254,900 3.33 3.34 3.3374 852,075.53 02-Sep-15 156,800 3.38 3.38 3.3800 530,914.32 04-Sep-15 200,000 3.39 3.39 3.3900 679,134.28 07-Sep-15 500,000 3.38 3.39 3.3840 1,694,531.58 08-Sep-15 200,000 3.38 3.38 3.3800 677,131.53 09-Sep-15 50,000 3.39 3.39 3.3900 169,903.57 10-Sep-15 845,600 3.37 3.41 3.3972 2,876,830.37 11-Sep-15 363,900 3.40 3.41 3.4074 1,241,861.52 07-Oct-15 250,000 3.07 3.10 3.0888 773,464.09 20-Oct-15 300,000 3.03 3.04 3.0333 911,443.97 21-Oct-15 100,000 3.03 3.05 3.0392 304,538.81 22-Oct-15 100,000 3.03 3.04 3.0315 303,767.75 27-Oct-15 121,500 3.03 3.03 3.0300 368,852.32 13-Nov-15 31,100 3.03 3.05 3.0493 95,058.91 18-Nov-15 24,800 3.03 3.03 3.0300 75,323.55 30-Nov-15 661,300 3.02 3.03 3.0260 2,004,051.31 01-Dec-15 141,700 3.03 3.04 3.0393 431,462.28 02-Dec-15 206,900 3.03 3.04 3.0397 629,980.57 03-Dec-15 97,200 3.03 3.05 3.0444 296,523.47 15-Dec-15 100,000 3.02 3.02 3.0200 302,616.16 17-Dec-15 195,100 3.01 3.03 3.0225 590,702.34 21-Dec-15 1,620,000 2.95 3.01 2.9857 4,843,221.04 31-Dec-15 632,500 3.00 3.08 3.0530 1,933,883.45 04-Jan-16 50,000 3.00 3.00 3.0000 150,356.70 26-Jan-16 150,000 2.94 2.94 2.9400 441,807.70 28-Jan-16 200,000 2.94 2.95 2.9425 589,510.95
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11. FURTHER INFORMATION
Shareholders are requested to refer to Appendix I contained in this Circular for further information.
Yours faithfully For and on behalf of the Board of Directors SUNWAY BERHAD Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling, AO Non-Independent Executive Chairman
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APPENDIX I FURTHER INFORMATION 1. DIRECTORS' RESPONSIBILITY
This Circular has been seen and approved by the Directors of Sunway and they individually and collectively accept full responsibility for the accuracy of the information given in this Circular and confirm that after having made all reasonable enquiries, and to the best of their knowledge and belief, there are no material facts, the omission of which would make any statement herein misleading.
2. MATERIAL CONTRACTS
Save as disclosed below, there are no material contracts (not being contracts entered into in the ordinary course of business) entered into by Sunway and its subsidiaries within the past 2 years preceding 31 March 2016 (being the latest practicable date prior to the printing of this Circular):-
(a) Sale and Purchase Agreement dated 19 February 2016 between Sunway Dimension Stones
Sdn Bhd, (“SDSSB”), a wholly-owned subsidiary of Sunway Holdings Sdn Bhd (“SunHoldings”) which in turn is a wholly-owned subsidiary of Sunway, and Tamura Electronics (M) Sdn Bhd for the acquisition of a freehold land held under H.S.(D) 79345, PT No. 4974, Mukim Damansara, Daerah Petaling, Negeri Selangor measuring approximately 210,790 square feet together with the buildings erected thereon on an ‘as is where is’ basis free from all encumbrances and with vacant possession for a total purchase consideration of RM35,820,000/- (excluding Goods and Services Tax).
(b) Sale and Purchase Agreements dated 19 February 2016 between Ekuiti Meranti (M) Sdn Bhd
(“EMSB”), a wholly-owned subsidiary of Sunway City Sdn Bhd (“Sunway City”) which in turn is a wholly-owned subsidiary of Sunway, and the following companies to acquire the undermentioned parcels of leasehold land (60 years tenure) free from encumbrances for a total purchase consideration of RM32,725,000/- (excluding Goods and Services Tax) (“Proposed Property Acquisition”):
Vendors
Details of the lands
Purchase consideration
(RM) SDSSB Hakmilik H.S.(D) 182796, PT 7 in Pekan Subang,
Daerah Petaling, Negeri Selangor measuring approximately 8,523 square metres (“PT 7”)
12,500,000
View2pick Sdn Bhd (“V2P”)
Hakmilik H.S.(D) 113417, PT 8 in Pekan Subang, Daerah Petaling, Negeri Selangor measuring approximately 0.9105 hectares (“PT 8”)
9,000,000
Chen Yew Plastics Sdn Bhd
Hakmilik H.S.(M) 6476, PT 2049 in Mukim Sungai Buluh, Daerah Petaling, Negeri Selangor measuring approximately 2 acres together with buildings erected thereon (“PT 2049”)
11,225,000
PT 7, PT 8 and PT 2049 shall collectively be referred to as “the Lands”.
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Sunway City has on even date, entered into a Shareholders Agreement with V2P for the purpose of establishing a joint venture via EMSB to develop industrial properties on the Lands as well as to regulate the relationship between Sunway City and V2P with respect to the joint venture.
(c) Subscription and Shareholders’ Agreement dated 11 June 2015 between Sunway Iskandar
Sdn Bhd (“SISB”), a subsidiary of Sunway City, Daiwa House Malaysia Sdn Bhd (“Daiwa”) and Daiwa Sunway Development Sdn Bhd (“Daiwa Sunway”) with the intention of establishing a joint venture via Daiwa Sunway to construct residential properties on the land measuring provisionally 52,697.71 square metres in area held under title no. H.S.(D) 550087 PTD 200667 Mukim Pulai, Daerah Johor Bahru, Johor (“the Land”) as well as to record the commitments of SISB and Daiwa and regulate their rights as shareholders of Daiwa Sunway. SISB has also on even date, entered into a Lease Purchase Agreement with Daiwa Sunway for the disposal and transfer of the lease over the Land together with the rights and benefits of the lease extension (i.e. extension of the Master Land Lease for a period of 30 years commencing from 1 September 2011 and expiring on 31 August 2041) and all rights of access to and from the Land and the right to use and enjoy the Land and the right to develop the Land on an “as is where is” basis but free from all encumbrance for a total sale consideration of RM63,070,000/- (excluding goods and services tax) (“Proposed Disposal”). The Proposed Disposal was completed on 10 December 2015.
(d) Share Sale and Purchase Agreement dated 11 May 2015 between SDSSB and Kelana
Resorts Sdn Bhd (“KRSB”) to acquire 293,653 ordinary shares of RM1/- each, representing 100% of the issued and paid-up share capital of Cleaver Fortune Sdn Bhd (“CFSB”) from KRSB at a purchase consideration of RM282,636,030/- (“Proposed Share Acquisition”) free from all encumbrances, charges and/or liens on the basis that CFSB is the beneficial owner of the following 4 plots of leasehold land measuring approximately 731,634 square feet: (1) PN 92838 Lot No. 72241 Seksyen 40 (approximately 722,689 square feet); (2) H.S.(D) 238244 PT No. 194 (approximately 2,379 square feet); (3) H.S.(D) 238243 PT No. 193 (approximately 797 square feet); and (4) H.S.(D) 240048 PT No. 215 (approximately 5,769 square feet), all in Bandar Petaling Jaya, Daerah Petaling, Negeri Selangor. The Proposed Share Acquisition was completed on 9 November 2015.
SDSSB had also on even date, entered into a Sale and Purchase Agreement dated 11 May 2015 with Viva Variasi Sdn Bhd, a wholly-owned subsidiary of KRSB, for the acquisition of a freehold land held under H.S. (D) 63419, PT 252, Mukim Damansara, Daerah Petaling, Negeri Selangor measuring approximately 8,708 square feet on an as is where is basis, free from all encumbrances, charges and/or liens for a total purchase consideration of RM3,363,970/- (“Proposed Property Acquisition”). The Proposed Property Acquisition was completed on 1 December 2015.
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(e) Share Sale Agreement dated 9 April 2015 (“Winstar SSA”) between SunHoldings and
Khoo Ah Thim @ Khoo Chai Thiam, Khoo Chai Ee, Khoo Chai Heng, Khoo Chai Kiat, Khoo Chai Pek, Lee Bang Sing, Peng Gai Hock, Soh Tian Song and Toh Soon Seng (collectively known as “Winstar Vendors”) for the acquisition of 6,717,472 ordinary shares of RM1/- each, representing 100% of the total issued and paid-up share capital of Winstar Trading Sdn Bhd (“WTSB”) at an estimated purchase consideration of approximately RM130,953,294/-.
SunHoldings had on 15 September 2015, entered into a Second Supplemental Agreement in
respect of Winstar SSA with the Winstar Vendors for the purposes of, inter alia:- (i) providing for a variation to the number of shares to be acquired by SunHoldings
whereby SunHoldings shall acquire 80% of the issued and paid-up share capital of WTSB (“Sale Shares”), instead of the entire issued and paid-up share capital of WTSB and accordingly, to incorporate consequential amendments to the purchase consideration, the quantum of the Sale Shares to be acquired by SunHoldings and the manner of payment of the purchase consideration;
(ii) incorporating a call option to be granted by the Winstar Vendors to SunHoldings where
SunHoldings may exercise the call option to acquire the remaining 20% of the issued and paid-up share capital of WTSB under certain events for a period of 3 years and 1 month following the completion of the third tranche of the Sale Shares in accordance with the terms and conditions of the Winstar SSA;
(iii) incorporating a put option to be granted by SunHoldings to the Winstar Vendors where
the Winstar Vendors may require SunHoldings to acquire the remaining 20% of the issued and paid-up share capital of WTSB for a period of 1 month after the third anniversary of the completion of the third tranche of the Sale Shares; and
(iv) incorporating 6 dormant subsidiaries of WTSB, namely I Star Electrical Sdn Bhd, The Venue International Sdn Bhd, Weld Star Sdn Bhd, Aptstar Sdn Bhd, McStar Sdn Bhd and North Star Marketing Sdn Bhd as part of the subsidiaries of WTSB which are to be acquired by SunHoldings as part of WTSB group of subsidiaries.
The first tranche of the Sale Shares comprising 60% of the total issued and paid-up capital of WTSB was completed on 18 September 2015. Consequently, WTSB and its subsidiaries have become subsidiaries of SunHoldings.
(f) Share Sale Agreement dated 9 April 2015 between SunHoldings and Lim Poh Lo, Lau Chor
Geok, Lim Hwee Guan, Khoo Chai Ee, Khoo Chai Pek and Peng Gai Hock (collectively known as “PND Vendors”) for the acquisition of 500,000 ordinary shares of S$1/- each, representing 100% of the total issued and paid-up share capital of PND Hardware & Trading Pte Ltd (“PND”) at an estimated purchase consideration of approximately S$2,567,192/-. SunHoldings had on 15 January 2016, entered into a Second Supplemental Agreement in respect of the Share Sale Agreement dated 9 April 2015 with the PND Vendors to, inter alia:- (1) Redefine the First Financial Period, the Second Financial Period and the Third
Financial Period from 31 December 2015, 31 December 2016 and 31 December 2017 to 31 December 2016, 31 December 2017 and 31 December 2018 respectively for the primary purpose of the determination of the profit guarantee;
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(2) Remove the requirement of a stakeholder to hold the securities of the minimum
security value and such securities is to be deposited with Sunway Marketing (S) Pte Ltd; and
(3) Nominate the following wholly-owned subsidiaries of SunHoldings to receive and
accept 60% of the total issued and paid-up share capital of PND (“First Tranche Sale Shares):- (i) Sunway Marketing (S) Pte Ltd to receive and accept 299,500 ordinary shares of
S$1/- each in PND from the PND Vendors; and (ii) Sunway Marketing Sdn Bhd to receive and accept 500 ordinary shares of S$1/-
each in PND to be transferred by one of PND Vendors.
The net asset value (excluding minority interests) (“NAV”) of PND based on the completion management accounts as at 30 November 2015 is the same as the NAV reported in 31 December 2013. Accordingly, the purchase consideration for the First Tranche Sale Shares remains the same.
The First Tranche Sale Shares was completed on 15 January 2016 and consequently, PND has become a subsidiary of SunHoldings.
(g) Share Sale and Purchase Agreement dated 9 April 2015 (“SSA”) between SunHoldings and Lean Hoen Sew, Chew Pek Teong and Mohd Bakri Bin Ab Muda @ Nazri (“the Vendors”) for the acquisition of 50,000 ordinary shares of RM1.00 each representing 100% of the equity interest in Pasir Mas Holdings Sdn Bhd (“Pasir Mas”) for a total cash consideration of RM1,750,000/-. SunHoldings had on 2 February 2016, entered into a Supplemental Letter in respect of SSA to record and effect the following variations and amendments to the SSA:- (1) the Conditional Period be extended from 6 months from the date of the SSA to 12
months from the date of the SSA and thus, the Conditional Period will expire on 9 April 2016;
(2) SunHoldings consents to the increase in the issued and paid-up share capital of Pasir
Mas to RM150,000 comprising 150,000 ordinary shares of RM1.00 each by the issuance of 100,000 ordinary shares of RM1.00 each as bonus shares by way of capitalisation of the retained profits to the Vendors in their shareholding proportion; and
(3) the Purchase Price remains unchanged.
(h) Sale and Purchase Agreement dated 8 December 2014 between Sunway Biz Hotel Sdn Bhd (formerly known as Sunway Hotel (Penang) Sdn Bhd) (“SBH”) a wholly owned subsidiary of Sunway City and RHB Trustees Berhad [as Trustee for Sunway Real Estate Investment Trust (“Sunway REIT”)] (“Trustee”) for the disposal of 2 parcels of freehold land held under GRN 63519 Lot 2220, Seksyen 12, Bandar Georgetown, Daerah Timor Laut, Pulau Pinang and GRN 35332 Lot 1754, Seksyen 12, Bandar Georgetown, Daerah Timor Laut, Negeri Pulau Pinang together with a 16-storey building comprising 250-room hotel erected thereon known as “Sunway Hotel Georgetown” (“Sunway Hotel Georgetown Property”) for total consideration of RM74 million.
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SBH has also on even date, entered into a master lease agreement with the Trustee and Sunway REIT Management Sdn Bhd (“SRM”), as the manager of Sunway REIT, for the leaseback of Sunway Hotel Georgetown Property from the Trustee for a period of 10 years with an option to renew for a further term of 10 years.
(i) Sale and Purchase Agreement dated 8 December 2014 between SunwayMas Sdn Bhd (“SunwayMas”) [a wholly owned subsidiary of SunHoldings], Daksina Harta Sdn Bhd (a wholly-owned subsidiary of SunwayMas) and the Trustee for the disposal of all the individual strata titles for the various floors/storeys of all that office building known as “Wisma Sunway” located at No. 1, Jalan Tengku Ampuan Zabedah C9/C, Seksyen 9, 40100 Shah Alam, Selangor for a total consideration of RM60 million.
(j) Sale and Purchase Agreement dated 12 November 2014 between Sunway Global Limited (“SGL”), a 98.75% owned subsidiary of SunHoldings and Hong Kong Cheung Hung Metal & Plastic Products Co., Ltd (“the Purchaser”) for the disposal of SGL’s 100% equity interest in Sunway Building Materials (Shanghai) Co Ltd (“Sunway Shanghai”) to the Purchaser for a total cash consideration of RMB5.5 million (equivalent to approximately RM2,945,800/-) ("the Proposed Disposal"). Upon completion of the Proposed Disposal, Sunway Shanghai will cease to be a subsidiary of Sunway.
The Proposed Disposal was completed on 26 November 2014.
(k) Share Sale Agreement dated 7 November 2014 between SunHoldings (as vendor) and Sunway Construction Group Berhad (“SCG”) (as purchaser), a wholly owned subsidiary of SunHoldings for the disposal by SunHoldings of its entire equity interest in Sunway Construction Sdn Bhd (“SunCon”), together with its direct and indirect subsidiaries, unincorporated joint ventures and unincorporated consortium, to SCG for an aggregate sale and purchase consideration of RM258,580,000. The Share Sale Agreement became unconditional on 8 May 2015 and the transaction was completed on 15 May 2015 in accordance with the terms of the Share Sale Agreement.
(l) Share Sale Agreement dated 5 November 2014 between Sunway Concrete Products (S) Pte Ltd (as vendor), a subsidiary of SunCon, and SunHoldings (as purchaser) for the disposal by Sunway Concrete Products (S) Pte Ltd of its 30% equity interest in Hoi Hup Sunway Development Pte Ltd for a sale and purchase consideration of SGD300,000.00 to be satisfied in cash by SunHoldings. The transaction has been completed in accordance with the terms of Share Sale Agreement.
(m) Share Sale Agreement dated 31 October 2014 between SunCon (as vendor) and SunHoldings (as purchaser) for the disposal by SunCon of its entire equity interest in Sunway Permai Sdn Bhd, Sunway Transit System Sdn Bhd and SDSSB respectively, for an aggregate sale and purchase consideration of RM21,100,001 to be satisfied in cash by SunHoldings. The transaction has been completed in accordance with the terms of Share Sale Agreement.
(n) Joint Venture Agreement dated 24 July 2014 between SISB and Tajul Green Sdn Bhd to formalise and set out the basic terms of the parties’ relationship via their respective investment participation in the joint venture through Sunway Nursery and Landscape Sdn Bhd to share resources and expertise in tree planting, nurturing and ensuring consistent supply of grown trees to the property development projects in Sunway Iskandar.
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3. MATERIAL LITIGATION
Save as disclosed below, neither Sunway nor any of its subsidiaries is engaged in any material litigation, claims or arbitration, either as plaintiff or defendant, and the Directors of Sunway do not have any knowledge of any proceedings, pending or threatened, against Sunway and/or its subsidiaries or of any facts likely to give rise to any proceedings which may materially affect the financial position or business of Sunway and/or its subsidiaries:- (a) Sunway City, a subsidiary of Sunway, had appointed Syarikat Pembenaan Yeoh Tiong Lay
Sdn Bhd (“SPYTL”) as the main contractor to carry out and complete the earthworks, piling and main building works via a main building contract (“Main Building Contract”) for a project named Cadangan Pembangunan 2 Blok Pangsapuri 20 Tingkat (160 Unit), Tempat Letak Kereta 4 Tingkat, Kemudahan Penduduk dan Tembok Penahan Di Atas Lot 48629 (F2), Jalan Sri Hartamas 3, Mukim Kuala Lumpur, Wilayah Persekutuan (“Palazzio Project”). SPYTL did not complete the work but terminated the Main Building Contract. SPYTL now contends at arbitration that the termination was due to Sunway City having breached the Main Building Contract. After the termination of the Main Building Contract, Sunway City thereafter appointed SunCon to complete the works.
SPYTL made a number of claims in its points of claim dated 9 March 2012 and amounts to approximately RM77,000,000. Sunway City filed its defence and counterclaim dated 19 June 2012, counter-claiming against SPYTL for a sum of RM101,256,848.42. SPYTL has submitted its proposed amendments to the points of claim to highlight and particularise the relief sought arising from the facts pleaded in the points of claim and Sunway City does not have objections to the said proposed amendments. Sunway City subsequently submitted its proposed amendments to the defence and counterclaim containing the consequential amendments following the amendments to the points of claim as well as the amendments to the counterclaim. Sunway City has now reduced its counterclaim against SPYTL to RM84,613,191.69 following the issuance of draft statement of final account for the completion contract. Recently, Sunway City has resolved the final accounts with SunCon and whilst the counter-claim by Sunway City against SPYTL remained the same, there is a difference of 18 sen in the final accounts. Sunway City has submitted a fresh proposed amended defence and counterclaim amending the claim amount to RM84,613,191.87 to SPYTL. Hearing has been held and the next hearing dates have been fixed for 15 to 18 June 2015 (all dates inclusive). The counsel for Sunway City is of the view that Sunway City has a reasonable counter-claim against SPYTL.
4. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents will be available for inspection during normal office hours on Mondays to Fridays (except public holidays) at the Registered Office of Sunway at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 47500 Subang Jaya, Selangor Darul Ehsan from the date of this Circular up to the date of AGM:-
(a) the Memorandum and Articles of Association of Sunway;
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(b) the audited financial statements of Sunway for the past 2 financial years ended 31 December
2014 and 31 December 2015 respectively;
(c) the material contracts referred to in paragraph 2 above; and
(d) the relevant cause papers in respect of material litigation referred to in paragraph 3 above.
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8. ORDINARY RESOLUTION: Proposed Authority for the Purchase of Own Shares by the Company
“THAT subject to the Companies Act, 1965 (“the Act”), rules, regulations and orders made pursuant to the Act, provisions of the Company’s Memorandum and Articles of Association, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other relevant authorities, the Company be and is hereby authorised to purchase such amount of ordinary shares of RM1.00 each in the Company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company PROVIDED THAT:- (a) the aggregate number of ordinary shares of RM1.00 each in the Company (“Sunway Shares”)
which may be purchased and/or held by the Company shall not exceed 10% of the issued and paid-up share capital of the Company at any point of time, subject to a restriction that the issued and paid-up share capital of the Company does not fall below the applicable minimum share capital requirements of the Main Market Listing Requirements of Bursa Securities;
(b) the maximum funds to be allocated by the Company for the purpose of purchasing the Sunway
Shares shall not exceed the Company’s audited retained profits and/or share premium account at any point of time;
(c) the authority conferred by this resolution will commence immediately upon passing of this
Ordinary Resolution and will continue to be in force until:-
(i) the conclusion of the next Annual General Meeting (“AGM”) at which time it shall lapse unless by Ordinary Resolution passed at the meeting, the authority is renewed, either unconditionally or subject to conditions; or
(ii) the expiration of the period within which the next AGM after that date is required by law
to be held; or (iii) revoked or varied by Ordinary Resolution passed by the shareholders of the Company in
a general meeting, whichever occurs first; and
(d) upon completion of the purchase(s) of the Sunway Shares by the Company, the Directors of the
Company be and are hereby authorised to cancel the Sunway Shares so purchased or to retain the Sunway Shares so purchased as treasury shares (of which may be distributed as dividends to shareholders and/or resold on Bursa Securities and/or subsequently cancelled), or to retain part of the Sunway Shares so purchased as treasury shares and cancel the remainder and in any other manner as prescribed by the Act, rules, regulations and orders made pursuant to the Act, the Main Market Listing Requirements of Bursa Securities and any other relevant authorities for the time being in force.
AND THAT the Directors of the Company be and are hereby authorised to take all such steps as are necessary or expedient to implement, finalise or to effect the purchase(s) of the Sunway Shares with full powers to assent to any conditions, modifications, variations and/or amendments as may be required or imposed by the relevant authorities and to do all such acts and things (including executing all documents) as the Directors may deem fit and expedient in the best interest of the Company.”
(Ordinary Resolution 11)
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By Order of the Board TAN KIM AUN (MAICSA 7002988) CHIN LEE CHIN (MAICSA 7012347) Company Secretaries Bandar Sunway 29 April 2016 NOTES: 1. A member of the Company who is entitled to attend and vote at a general meeting of the Company, or at a
meeting of any class of members, may appoint not more than 2 proxies to attend and vote instead of the member at the meeting.
2. A proxy need not be a member. There shall be no restriction as to the qualification of the proxy and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.
3. If a member has appointed a proxy to attend a meeting and subsequently he attends such meeting in person, the appointment of such proxy shall be null and void, and his proxy shall not be entitled to attend the said meeting.
4. Where a member is an authorised nominee as defined in the Securities Industry (Central Depositories) Act 1991, it may appoint not more than 2 proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account.
5. Where a member is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in 1 securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds.
6. Where a member or the authorised nominee appoints 2 proxies, or where an exempt authorised nominee appoints 2 or more proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.
7. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or if such appointer is a corporation, either under its common seal or the hand of its officer or attorney duly authorised.
8. The instrument appointing a proxy must be deposited at the Registered Office of the Company at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 47500 Subang Jaya, Selangor Darul Ehsan, Malaysia not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof, either by hand, post, electronic mail or fax to (603) 5639 9507. In the case where the member is a corporation and the proxy form is delivered by fax or electronic mail, the original proxy form shall also be deposited at the Registered Office, either by hand or post not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
9. In respect of deposited securities, only members whose names appear in the Record of Depositors on 9 June 2016, shall be entitled to attend, speak and vote at the general meeting.
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EXPLANATORY NOTES ON SPECIAL BUSINESS: 3. Ordinary Resolution 10 - Proposed Shareholders’ Mandate for Recurrent Related Party
Transactions of a Revenue or Trading Nature The details on the proposed shareholders’ mandate for recurrent related party transactions of a revenue
or trading nature are set out in the Circular to Shareholders dated 29 April 2016. 4. Ordinary Resolution 11 - Proposed Authority for the Purchase of Own Shares by the Company The details on the proposed authority for the purchase of own shares by the Company are set out in the
Circular to Shareholders dated 29 April 2016.