MOG Digitech Holdings Ltd. (MOG Digitech) has agreed to divest its equity stakes in 12 Malaysian optical retail subsidiaries to Aventure Asia Capital PLT for RM10.38 million (USD2.21 million), marking a strategic move to transform its eyewear business from directly operated stores to a franchise- and licence-driven platform.

Under a conditional sale-and-purchase agreement signed on 8 June 2026, wholly owned subsidiary Metro Eyewear Holdings Sdn. Bhd. will sell shareholdings ranging from 40% to 100% in the target companies, which together generated RM46.16 million revenue and RM0.27 million net profit in FY 2025. The disposal price was set on a willing-buyer–willing-seller basis, referencing an independent valuation that placed the assets’ fair value at RM10.38 million.

Key terms state: • Consideration: RM10.38 million in cash, payable in one or multiple tranches by 7 June 2027. • Outstanding shareholder loans of RM3.16 million to be repaid by the targets before completion. • Staged completion is permitted; interest of 8% p.a. applies to any unpaid balance after the initial one-year settlement period. • Conditions precedent include shareholder approval, Stock Exchange clearance and purchaser due diligence, with a long-stop date of 8 December 2026.

Financial impact: MOG Digitech expects a disposal gain of about RM1.84 million and a reduction of approximately RM22.55 million in consolidated assets and RM12.87 million in liabilities, based on 31 March 2026 balances.

Strategic rationale: Management aims to pivot to an asset-light model, focusing on franchising and licensing the “MOG” brand. Post-transaction, the group will earn revenue from wholesale distribution of optical products and a 3% licensing fee on licensees’ monthly sales, targeting RM4.20 million in annual licensing income as the number of licensees rises to 43. Operating cost savings of roughly RM22.28 million are projected, offsetting the loss of direct retail revenue.

Shareholder vote: The disposal constitutes a major transaction under Hong Kong Listing Rules when aggregated with a previous 2025 sale of subsidiaries. An extraordinary general meeting is scheduled for 23 October 2026 in Hong Kong; no shareholders are required to abstain from voting.

Completion of the transaction will see the 12 subsidiaries cease to be consolidated into MOG Digitech’s accounts; each store will continue operating independently under new ownership.