Unless otherwise defined, all defined terms used in the announcement shall have the same meaning as defined in the company announcements dated 17 May 2019 and 10 March 2020.

Further to the Company’s announcements dated 17 May 2019 and 10 March 2020, the Board of Directors of OCR Group Berhad ("OCR" or the “Company”) wishes to inform the Exchange that the termination of the Joint Venture Agreement dated 17 May 2019 (“JVA”), previously entered between D’nonce Properties Sdn. Bhd. (“DNP”), a wholly-owned subsidiary of D’nonce Technology Bhd (“D’nonce”) and Fajar Simfoni Sdn. Bhd.(“FSSB”), a wholly owned subsidiary of OCR Group Berhad (“OCR”) is due to, amongst others, the following breaches of JVA by DNP:-

1. Major gap in the number of units reserved and payment of deposits received not directed to FSSB

• Pursuant to the JVA, DNP have represented to FSSB that there were approximately 80% of the units reserved by potential purchasers and that all the relevant payment of deposits received shall immediately be directed to FSSB upon execution of the JVA.
• However, only approximately 40% of the total units have been handed over to FSSB as at the date of termination of the JVA.
• In addition, neither FSSB nor FSSB’s appointed stakeholder received payment of deposits as required under the JVA to be transferred to FSSB immediately upon execution of the JVA.

2. Outstanding payment to the consultants for work done prior to the JVA

• Pursuant to the JVA, all the costs and expenses incurred for the engagement of the consultants for the Project prior to the date of the JVA shall be solely borne by DNP.
• FSSB understand from the consultants of the project that DNP have not made the necessary payment to them for their respective outstanding sum and as a result thereto, the consultants refused to cooperate and continue working with FSSB and FSSB is unable to proceed with the necessary works.

3. Non-delivery of site possession of the Land.

• There is no delivery of site by DNP to FSSB as at the date of termination, contrary to the requirement under the JVA that the site possession should be delivered to FSSB within 7 days after execution of the JVA.
• The extensive delay in delivery of site has substantially affected the feasibility of the development of the Project.

FSSB have since July 2019 communicated, both verbally and in written form, with DNP on the above breaches and the necessary rectification to be carried out but DNP have failed to rectify the same within the stipulated deadline and failed to provide adequate explanation on the several key breaches as stipulated above.

FSSB have therefore proceeded with the termination of the JVA in view of the serious breaches on DNP’s part that justifies FSSB's termination. FSSB has required DNP to refund RM100,000.00 which FSSB have previously paid to DNP under the JVA, failing which FSSB reserves the right to take legal action against DNP for the RM100,000.00 and any losses suffered under the JVA.

Nevertheless, the Company is of the opinion that the termination will not have any material financial and operational impact on the earnings or net assets of the Company for the financial period ending 31 December 2020.

This announcement is dated 12 March 2020.