Flexidynamic Holdings Berhad – Detailed Report on Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions (RRPTs)

Key Highlights and Investor-Focused Insights

Flexidynamic Holdings Berhad has issued a Circular to shareholders dated 24 April 2026, outlining the details of the Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions (RRPTs) of a revenue or trading nature. This proposal will be tabled for approval at the Company’s Seventh Annual General Meeting (7th AGM) on 22 May 2026 at 3.00 p.m. at the Danau 2 Room, Kota Permai Golf & Country Club, Shah Alam, Selangor.

1. Purpose of the Mandate Renewal

• The renewal seeks to allow the Company and its subsidiaries to continue entering into RRPTs as part of their ordinary business operations, which are necessary and recurrent for the Group’s day-to-day operations.
• The mandate is subject to annual renewal by shareholders and is intended to streamline administrative processes, reduce compliance costs, and enhance operational efficiency.

2. Regulatory and Governance Safeguards

• The RRPTs must be conducted on arm’s length terms, not more favourable to related parties than those available to the general public, and must not be detrimental to minority shareholders.
• Interested Directors, Major Shareholders, and Persons Connected to them are required to abstain from voting on the relevant resolutions.
• The Audit and Risk Management Committee (ARMC) will review and oversee all RRPTs to ensure adequacy of procedures and compliance with Bursa Securities’ requirements.
• Any transaction value exceeding the estimated amount by 10% or more must be immediately announced to Bursa Securities.

3. Details of RRPTs and Related Parties

The Circular provides a full breakdown of the recurrent transactions, the related parties involved, the nature of transactions, as well as the estimated and actual values. The key RRPTs for the period from the conclusion of the forthcoming AGM to the next AGM are as follows:

Note:

• The estimated values are based on budgeted figures and may be subject to changes with actual values possibly exceeding estimates.
• All transactions are subject to annual renewal and oversight by the ARMC and Board.

4. Principal Activities of the Group and Subsidiaries Involved

• Flexidynamic Holdings Berhad: Investment holding, design, engineering, installation and commissioning of glove chlorination systems, storage tanks, process tanks, and provision of gamma sterilisation services.
• Flexidynamic Engineering Sdn. Bhd.: Design, engineering, installation and commissioning of glove chlorination systems and related services.
• Flexidynamic Thailand: Installation and maintenance of glove chlorination systems (49% interest held).
• Gammatech Sdn. Bhd.: Sterilisation services using gamma radiation (51% interest held).
• Formtech Engineering (M) Sdn. Bhd.: Manufacturing of glove formers (100% owned).

5. Shareholders’ Interests and Abstention from Voting

• Tan Kong Leong (Managing Director) and Phitchaya Arsangku (Director and spouse of Tan Kong Leong) are the principal interested parties and major shareholders. Their direct and indirect shareholdings are significant and, together, control over 39% of the Company.
• Both have undertaken to abstain from all deliberations and voting on RRPTs, and will ensure that persons connected to them also abstain from voting.
• Other Directors, Major Shareholders, and connected persons have declared no direct or indirect interests in the RRPTs, except as disclosed.

6. Financial Impact and Price Sensitivity

• The renewal of the shareholders’ mandate is not expected to have a material effect on the Company’s issued share capital, net assets per share, gearing, or earnings per share.
• However, the transactions do have the potential to impact cash flows and related party risk management. Any deviation beyond 10% of the estimated values is required to be disclosed to Bursa Securities, which may be price sensitive.
• The continuation of these RRPTs ensures operational stability and efficiency, which may positively impact overall business performance and, subsequently, share value.

7. Corporate Governance and Transparency

• The ARMC has reviewed all procedures and considers them adequate to ensure RRPTs are conducted at arm’s length, on commercial terms, and not detrimental to minority shareholders.
• The Company maintains records of all RRPTs for ARMC and Board review. At least two comparative transactions with unrelated parties are sought to ensure fairness.
• Full disclosure of RRPTs will be made in the annual report, with immediate announcements for any significant deviations.

8. Action Required by Shareholders

• Shareholders are advised to read the Circular carefully and consider the proposal before voting at the 7th AGM.
• The Form of Proxy (enclosed in the 2025 Annual Report) must be lodged at the Share Registrar or online via the Vistra Share Registrar and IPO portal no later than 20 May 2026 at 3.00 p.m.
• The lodging of a proxy does not preclude shareholders from attending and voting in person at the AGM.

9. Additional Information and Inspection

• The Company’s Constitution and the audited consolidated financial statements for the years ended 31 December 2024 and 2025 are available for inspection at the registered office until the date of the AGM.
• No material litigation or claims are pending against the Group as of the latest practicable date.

Potential Share Price Impact

The renewal of the shareholders’ mandate for RRPTs is a routine but important compliance and governance measure. While the transactions themselves are not expected to have a material impact on the Company’s financials, any failure to comply with the mandate, material deviation in transaction values, or negative audit findings could be price sensitive. Continued transparency, strong governance, and operational efficiency may have a stabilising or positive effect on investor sentiment and share price.

Disclaimer: The above article is a detailed summary and analysis based on Flexidynamic Holdings Berhad’s Circular dated 24 April 2026. It is provided for informational purposes only and should not be construed as investment advice. Investors are advised to conduct their own research and consult professional advisers before making investment decisions. The author and publisher accept no liability for any loss or damage arising from reliance on the information contained herein.

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