CJ Century Logistics Holdings Berhad: Key Proposals and Strategic Moves Ahead of 29th AGM

Date: 25 March 2026

Overview

CJ Century Logistics Holdings Berhad (“CJ Century”) has released a comprehensive circular to shareholders ahead of its Twenty-Ninth Annual General Meeting (29th AGM), which will be held on 23 April 2026. The circular outlines two significant proposals that will be tabled as Special Businesses:

• Part A: Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions (RRPTs) of a Revenue or Trading Nature
• Part B: Proposed Renewal of Share Buy-Back Authority

Key Points and Potential Price-Sensitive Information for Investors

1. Proposed Renewal of Shareholders’ Mandate for RRPTs

What are RRPTs?
RRPTs refer to recurrent transactions of a revenue or trading nature which are necessary for the day-to-day operations of CJ Century and its subsidiaries. These transactions are entered into with related parties, including major shareholders and directors, and are conducted on normal commercial terms that are not more favourable to the related parties than those available to the public.

Key Shareholders and Related Parties:
The major shareholder involved is CJ Asia, holding 62.80% of CJ Century’s shares. Other key related parties include CJ Logistics, Ibrakom, CJ Bio, and Korea Express. Interested directors include Kim Suhyun, Park Jinwoo, and Yoo Hyun Chul.

Estimated Aggregate Value of RRPTs:

• Provision of logistics services to related parties:
  • Ibrakom: RM5 million
  • CJ Logistics: RM20 million
  • CJ Asia: RM5 million
  • CJ Bio: RM200 million
  • Korea Express: RM1 million
  • Total: RM231 million
• Services to CJ Century Group:
  • IT services from CJ Logistics/CJ Asia: RM4 million
  • Logistics services from CJ Logistics: RM50 million
  • Logistics services from Korea Express: RM1 million
  • Total: RM55 million

Total RRPTs disclosed for the next mandate period: RM286 million

Actual Values Transacted (from previous AGM to now):

• Logistics services (CJ Logistics, CJ Asia, Ibrakom, CJ Bio, Korea Express): RM48.9 million
• IT and logistics services to CJ Century: RM3.4 million

Outstanding Amounts:
As of 27 February 2026, the total amount overdue from related parties is RM3.3 million. While the company states there are no recoverability issues due to longstanding relationships, investors should note the amount is not insignificant and could impact cash flows if not resolved.

Why is this important?

• RRPTs represent a substantial portion of CJ Century’s revenue stream (potentially RM286 million in the next period, relative to its overall business).
• High dependency on related parties, especially CJ Bio (RM200 million estimate), could expose shareholders to risks if the relationship changes or if payment issues arise.
• A significant portion of the company’s business continues to be conducted with related parties, which may be viewed with caution by some investors due to potential conflicts of interest.

2. Proposed Renewal of Share Buy-Back Authority

What is Proposed?
The company seeks continued authority to buy back up to 10% of its issued share capital (up to 59.4 million shares) using internally generated funds and/or borrowings. The last approved authority lapses at the 29th AGM unless renewed.

Rationale:

• To enable more efficient use of financial resources.
• Could potentially improve earnings per share (EPS) by reducing the number of shares in circulation.
• Treasury shares may be resold for potential gains or distributed as share dividends.

Financial Impact:

• As at the latest practicable date (LPD), the company has 594.2 million shares. The buy-back could reduce this to 534.8 million if fully executed and cancelled.
• Retained earnings as at 31 December 2025 stand at RM64.8 million, which sets the upper limit for buy-back funding.
• No buy-back or resale of shares occurred in the last 12 months.

Potential Price-Sensitive Implications:

• The buy-back could support or even lift the share price if implemented, signalling management’s confidence in the company’s future.
• Reduction in share capital may enhance EPS, potentially making the stock more attractive to investors.
• However, use of cash for buy-backs reduces liquidity for other investments or dividends.

Public Shareholding Spread:
Current public shareholding is 37.03%, comfortably above the 25% minimum required by Bursa Malaysia. The board has committed to maintaining compliance.

Governance and Safeguards

• Interested directors and major shareholders will abstain from voting on the relevant resolutions and have undertaken to ensure their connected persons do the same.
• Audit Committee oversight is in place to ensure RRPTs are conducted on arm’s length terms and are not detrimental to minority shareholders.
• All RRPTs will be reviewed periodically, with procedures for escalation and transparency through annual report disclosures.
• CJ Asia is not subject to a mandatory takeover offer, as it already holds more than 62% of CJ Century.

Share Price Trends

Recent Price Range (March 2025 – February 2026):

• Highest: RM0.21 (November 2025)
• Lowest: RM0.13 (June, July, August 2025)
• Last traded price as at LPD: RM0.17

Risks and Considerations for Shareholders

• Heavy reliance on RRPTs with related parties—particularly CJ Bio—means a large part of turnover is not from third-party customers. Any disruption in these relationships or payment issues could materially affect earnings and cash flow.
• While the share buy-back could support the share price, it also reduces available cash for other uses and future dividends.
• Outstanding receivables from related parties, especially if they continue to rise or remain unpaid, could be a red flag for future cash flows or eventual write-downs.
• All resolutions at the AGM will be put to vote by poll, and shareholders unable to attend may appoint proxies.

Conclusion

The outcome of these proposals at the upcoming AGM is likely to shape CJ Century’s financial structure and related party business strategy for the coming year. Both proposals—the renewal of RRPT mandates and share buy-back authority—have potential to move the share price, especially if significant buy-backs are executed or if there are further developments in the company’s dealings with its major related parties.

Shareholders are strongly encouraged to review the full circular, assess their own risk tolerance regarding related party exposure and the company’s capital allocation, and participate in the AGM or lodge their proxy votes ahead of the key deadlines.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence and consult their professional advisers before making any investment decisions.

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