On behalf of the Board of Directors of OCR (“Directors”) (“Board"), Inter-Pacific Securities Sdn Bhd (“Interpac” or the “Principal Adviser”) wishes to announce that the Company proposes to undertake the following proposals:-

(i)         proposed settlement of advances amounting to RM43.30 million owing by Stack Builder Sdn Bhd (“Stack Builder”), a 50.5%-owned subsidiary of the Company, to Ong Kah Hoe (“OKH”) and Tan Chin Hoong (“TCH”) (“Stack Builder Advances”) to be satisfied entirely via the issuance of 618,525,646 new ordinary shares in the Company (“OCR Shares” or “Shares”) at an issue price of RM0.0700 per Share (“Settlement Shares”) (“Proposed Settlement”);

(ii)        proposed renounceable rights issue of up to 1,336,348,534 new Shares (“Rights Shares”) together with up to 1,336,348,534 free detachable warrants in the Company (“Warrants E”) on the basis of 2 Rights Shares together with 2 Warrants E for every 3 existing Shares held by entitled shareholders of the Company (“Shareholders”) (“Entitled Shareholders”) on an entitlement date to be determined and announced later (“Entitlement Date”) (“Proposed Rights Issue with Warrants”);

(iii)        proposed exemption under Paragraph 4.08(1)(b) of the Rules on Take-Overs, Mergers and Compulsory Acquisitions issued by the Securities Commission Malaysia (“SC”) pursuant to Section 377 of the Capital Market and Services Act, 2007 (“CMSA”) (“Rules”) to OKH, TCH and persons acting in concert (“PACs”) with them from the obligation to undertake a mandatory take-over offer for the remaining OCR Shares and options granted under the Company’s existing employees’ share options scheme (“ESOS”) (“ESOS Options”) (if any) not already held by them (“Mandatory Offer”) upon the completion of the Proposed Settlement (“Proposed Exemption 1”);

(iv)       proposed exemption under Paragraph 4.08(1)(b) of the Rules to OKH from the obligation to undertake a Mandatory Offer upon the completion of the Proposed Rights Issue with Warrants (“Proposed Exemption 2”); and

(v)        proposed exemption under Paragraph 4.08(1)(b) of the Rules to OKH and PACs with him from the obligation to undertake a Mandatory Offer upon the completion of the Proposed Rights Issue with Warrants (“Proposed Exemption 3”).

The Proposed Exemption 1, the Proposed Exemption 2 and the Proposed Exemption 3 shall collectively be referred to as the “Proposed Exemptions”.

The Proposed Settlement, the Proposed Rights Issue with Warrants and the Proposed Exemptions shall collectively be referred to as the “Proposals”.

Please refer to the attachment for further details on the Proposals.

This announcement is dated 13 December 2023.