99 Speed Mart Retail Holdings Berhad Seeks Shareholders’ Mandate Renewal for Recurrent Related Party Transactions

Introduction

99 Speed Mart Retail Holdings Berhad (“99 Holdings”), a major retail operator in Malaysia, has issued a comprehensive Circular to shareholders ahead of its Third Annual General Meeting (AGM) scheduled for 5 June 2026. The primary agenda is to seek approval for the proposed renewal of the existing shareholders’ mandate for recurrent related party transactions (RRPTs) of a revenue or trading nature.

Key Highlights of the Circular

• Date of AGM: 5 June 2026 at DoubleTree by Hilton Shah Alam i-City.
• Key Resolution: Renewal of mandate for RRPTs, which are essential for the Group’s day-to-day operations.
• Nature of Transactions: The RRPTs involve purchases, sales, rental payments/receipts, equipment and software purchases, and ancillary services between 99 Holdings Group and various related parties.
• Estimated Value: The estimated aggregate value of RRPTs to be incurred from the Third AGM to the next AGM is approximately RM330.3 million.
• Price Sensitivity: These are large-value transactions involving key shareholders and directors; improper handling or any negative developments pertaining to these mandates could impact share value and investor confidence.

Details of the Proposed Shareholders’ Mandate

The Proposed Mandate allows the Group to carry out RRPTs with related parties in the ordinary course of business, on terms not more favourable to the related parties than those generally available to the public, and not detrimental to minority shareholders.

Key Points Investors Should Note:

• Disclosure Requirements: Any RRPT equal to or above RM1 million or 1% of the percentage ratio (whichever is higher) must be announced immediately. If it exceeds 5%, a circular must be issued, and an independent adviser appointed. If it exceeds 25%, a main adviser is also required.
• Annual Renewal: The mandate, if approved, will be effective until the next AGM unless renewed, expired, or revoked. This ensures ongoing transparency and governance.
• Major Related Parties: Transactions involve entities such as Multihexa, Cleanwave, Octo Asia, Cosmo Restaurants, Nasi Lemak Gempak, Three Star Stationery, Family Network, Lovely Century, Max Bell, Radiant Globaltech Group, J&C Pacific, Zing Heing Trading & Logistics, among others. These entities are linked via directorships or substantial shareholdings to key figures in 99 Holdings, including Lee Thiam Wah, Ng Lee Tieng, Lee Lay Liang, and others.
• Class and Nature of Transactions:
  • Purchases and sales of products for sale in outlets.
  • Rental payments and receipts for operating outlets, office, retail, training centres, and storage space.
  • Purchases of equipment and software, as well as payment for installation of energy-efficient equipment and fittings.
  • Ancillary services and commission arrangements.

  The transactions are extensive, covering over 50 different premises and services across Malaysia.

• Review Procedures:
  • All RRPTs are subject to review by the Audit Committee (AC) to ensure they are at arm’s length and not more favourable than those offered to the general public.
  • At least two independent quotations are obtained for comparison where possible.
  • Low value transactions under RM2 million can proceed for efficiency, but all RRPTs, regardless of value, are periodically reviewed by the AC and reported to the Board.
• Directors and Major Shareholders’ Interests:
  • Key figures—including Lee Thiam Wah (major shareholder and CEO), Ng Lee Tieng, Lee Lay Liang, Lee Yan Zhong, and Leong Sau Chan—have direct and indirect interests in these RRPTs.
  • They will abstain from board deliberations and voting on the resolution, and have undertaken to ensure persons connected with them abstain as well.
  • Lee LYG Holdings holds 51.5% of shares, and Lee Thiam Wah 28.18% directly. Other family members and connected persons hold smaller amounts.
• Financial Effects:
  • The mandate is not expected to have any material effect on the share capital, major shareholdings, earnings per share, or net assets of the Group.
  • However, these transactions are an integral part of the Group’s operations and contribute to its financial performance.
• Transparency and Governance:
  • 99 Holdings has adopted a robust Related Party Transactions Policy and Procedures to ensure proper identification, review, and approval of RRPTs.
  • The Audit Committee is satisfied with the sufficiency of these procedures to protect the interests of the minority shareholders.
• Material Contracts & Litigation:
  • No material contracts (outside of ordinary business) or pending litigation that could materially affect the Group have been reported in the last two years.

Potential Price-Sensitive and Shareholder-Impacting Issues

• Concentration of Related Party Transactions: The large volume and value of RRPTs with related parties underline the importance of robust governance. Any issues or negative developments (such as regulatory censure, failure to renew the mandate, or disputes with counterparties) could significantly impact share price and investor sentiment.
• Shareholder Approval is Critical: Failure to secure shareholder approval for the mandate could disrupt day-to-day operations and result in increased costs, delays, and lost business opportunities, potentially affecting the Group’s financial performance and share value.
• Transparency and Minority Shareholder Protection: The detailed review and disclosure process is designed to ensure protection of minority shareholders. Any perceived or actual lapses in following these procedures could attract regulatory scrutiny or shareholder activism, influencing share price.

Directors’ Recommendation

The Board of 99 Holdings (excluding interested directors) unanimously recommends that shareholders vote in favour of the ordinary resolution for the renewal of the RRPT mandate. They believe it is in the best interest of the Group, ensuring operational efficiency, transparency, and continued growth.

Disclaimer

This article is prepared for informational purposes only and does not constitute investment advice or a recommendation to buy or sell securities. Investors are advised to refer to the full Circular and seek independent advice before making investment decisions. Neither the author nor the publication accepts any liability for investment decisions based on the information provided above.

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