MST Golf Group Berhad Proposes New Shareholders’ Mandate for Recurrent Related Party Transactions

Key Highlights for Investors

• Proposed New Shareholders’ Mandate for Recurrent Related Party Transactions (“RRPTs”):
  MST Golf Group Berhad (“MSTG”) is seeking shareholder approval for a new mandate to facilitate RRPTs of a revenue or trading nature at its upcoming 33rd AGM, to be held on 22 May 2026.
• Scope of New Mandate:
  The new mandate covers transactions, specifically those involving MST Golf (Thailand) Company Limited (“MGTCL”), a newly established subsidiary, not previously included in the existing mandate.
• Discontinuation of Existing Mandate:
  The company will not renew the previous RRPT mandate since the prior transactions were below the RM1 million or 1% threshold.
• Estimated Transaction Values:
  – Sales of golf equipment (clubs, accessories, apparels, fixtures) by MST Golf Sdn Bhd and MST Golf Singapore Pte Ltd to MGTCL are estimated at RM12 million and RM3 million, respectively, for the forthcoming financial year.
  – Purchases by MST Golf Sdn Bhd from MGTCL are estimated at RM500,000.
• Shareholder Protections:
  Interested Directors, Major Shareholders, and their connected persons will abstain from voting on the resolution. The Audit Committee (“AC”) will review RRPTs to ensure they are conducted at arm’s length and not detrimental to minority shareholders.
• Rationale for the Mandate:
  The mandate is designed to streamline operations, support regional expansion (notably in Thailand), and reduce administrative costs by avoiding repeated general meetings.
• Potential Impacts:
  The new mandate is not expected to have a material effect on earnings, net assets, gearing, or share capital. However, it supports the Group’s regional business growth and operational efficiency.

Details of the Proposed Shareholders’ Mandate

MST Golf Group’s principal activities include specialty retail and wholesale of golf equipment, apparel, and accessories in Malaysia, Singapore, Indonesia, and Thailand. The Group also offers related services such as golf coaching, event management, indoor golf centers, and driving ranges.

The new mandate primarily covers transactions between MSTG’s Malaysian and Singaporean entities with its Thai subsidiary, MGTCL. These transactions involve the sale and purchase of golf equipment and related merchandise. The estimated transaction values are based on management’s best estimates and could vary.

Key related parties include:

• MST Golf (Thailand) Company Limited (MGTCL): 99.9998% owned by MSTG, with the remaining shares held by Executive Directors and Major Shareholders Ng Yap Sio and Low Kok Poh.

Review and Safeguards

The Group has instituted robust procedures to ensure all RRPTs are:

• Conducted at market rates or on terms no more favourable to related parties than those available to the public.
• Subject to review thresholds—transactions below RM1 million or 1% are approved by Executive Directors, while larger transactions require Audit Committee and Board approval.
• Benchmarked against at least two similar transactions with unrelated parties where practical.
• Recorded and reviewed quarterly by management and the Audit Committee.
• Any interested Directors and Major Shareholders will abstain from deliberation and voting on the mandate to prevent conflicts of interest.

Shareholder and Regulatory Considerations

• The new mandate is subject to annual renewal at the Company’s AGM and must be approved by shareholders.
• Bursa Malaysia Securities Berhad has perused the proposal but takes no responsibility for its contents.
• Shareholders who are unable to attend may submit proxy forms, including via electronic means.

Potential Price-Sensitive Elements and Risks

• Regional Expansion and Growth:
  The inclusion of Thailand in the Group’s RRPT mandate signals ongoing regional expansion, which could enhance MSTG’s growth profile and market presence in Southeast Asia, potentially impacting future earnings and investor sentiment.
• Increased Inter-Company Transactions:
  The substantial estimated transaction values indicate a growing operational scale, especially in Thailand. Any significant outperformance or underperformance in these segments could influence MSTG’s financial results.
• Governance Vigilance:
  Stringent governance and oversight mechanisms are in place to protect minority shareholders, which can enhance investor confidence.

Directors’ Interests and Abstentions

Several Directors and Major Shareholders, namely Ng Yap Sio, Low Kok Poh, and Ng Lian Chun, are considered interested parties due to their direct and indirect shareholdings and roles in the Group and its subsidiaries. They, along with their connected persons, will abstain from all decision-making and voting on the proposed mandate.

Material Contracts and Litigation

The only material contract disclosed is the shareholder agreement dated 23 October 2025 relating to the incorporation of MGTCL, aimed at expanding MSTG’s footprint in Thailand’s golf retail sector. There are no material litigations, claims, or arbitrations pending that could affect the Group’s financial position.

Action Required and Next Steps

Shareholders are advised to review the Circular, consider the details of the proposed mandate, and vote accordingly at the upcoming AGM. Proxy forms and further information are available on the company’s website.

Conclusion

The proposed new shareholders’ mandate for RRPTs is a material development supporting MST Golf Group’s regional expansion, particularly in Thailand, and enhancing operational flexibility. While not expected to have an immediate material financial impact, the move positions MSTG for further growth and could be price-sensitive depending on execution and future performance in the Thai market.

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 financial advisers before making investment decisions. The information herein is derived from MST Golf Group Berhad’s official circular and other publicly available sources believed to be accurate as of the date of publication, but no warranty is made regarding its completeness or accuracy.

View MST GOLF GROUP BERHAD Historical chart here