Suria Capital Holdings Berhad had, on 16 March 2015 entered into a Joint Venture Agreement ("JVA") with Gabungan AQRS Berhad ("GBG AQRS") to commercially develop a parcel of land owned by Suria Capital, measuring 6.28 acres situated at Jalan Tanjung Lipat, Kota Kinabalu, Sabah, namely, One Jesselton Waterfront project. On 24 January 2020, Suria Capital and GBG AQRS entered into a Supplemental Agreement ("SA") to the JVA to move forward with the continuation of the JVA with variations to the commercial terms in the JVA. Suria Capital and GBG AQRS had agreed for the outstanding Conditions Precedent in the JVA to be re-categorised as Conditions Subsequent in the SA and shall be fulfilled within twelve months from the date of the SA, termed as "Condition Subsequent Period".

Despite all reasonable efforts by the Parties to the JVA, the Conditions Subsequent as set out in the SA to the JVA were not obtained or fulfilled by GBG AQRS within the Condition Subsequent Period. It was not to everyone's expectation that the global spread of the COVID-19 pandemic had resulted in varying degrees or of impacts to the Malaysian economy and market. As there continue to be uncertainties in the current market condition due to the COVID-19 pandemic, the construction and the tourism sectors in the state remain unpredictable and this will continue to hinder the progress of One Jesselton Waterfront project.

Despite all reasonable efforts by Suria Capital and GBG AQRS to move forward with the continuation of the JVA, the Boards of Suria Capital and GBG AQRS have come to a conclusion that it is no longer viable for the execution of One Jesselton Waterfront project to be pursued via the JVA within the stipulated time and is no longer achievable due to the prevailing unfavourable economic and market conditions. The Board of Suria Capital wishes to announce that an amicable decision has been reached with GBG AQRS to mutually agree to terminate the JVA subject to the terms and conditions of the Termination Agreement entered into on 30 September 2021 between both Parties. Based on the Termination Agreement, related advances paid by GBG AQRS in favour of Suria Capital by GBG AQRS pursuant to the JVA shall be refunded by Suria Capital to GBG AQRS in accordance with the terms and conditions of the Termination Agreement.

Following the refund payment, the JVA shall be terminated and the parties shall be released from any rights and obligations under the JVA without any recourse to the other party. The Termination of the JVA will not have any material impact on the earnings, net assets and net assets per share of Suria Capital. As the Conditions Subsequent have not been fulfilled, Suria Capital has not recognised any revenue from the deemed disposal of the 6.28 acres land for the One Jesselton Waterfront project.

The Termination of the JVA will neither have any effect on the share capital or affect the shareholdings of Suria Capital's substantial shareholders.