Hong Kong, 8 June 2026—MOG Digitech Holdings Ltd announced that indirect wholly owned unit Metro Eyewear Sdn. Bhd. has signed a conditional agreement to sell its entire stakes in 12 Malaysian optical businesses (“Target Companies”) to Aventure Asia Capital Plt for RM10.38 million cash.
Key transaction terms • Consideration: RM10.38 million, payable within 12 months of signing. • Assets sold: 100% of Metro Eyewear’s interests in 12 Target Companies, including MOG Eyewear Sdn. Bhd., MOG Eyecity Sdn. Bhd. and Metro Designer Eyewear Sdn. Bhd. • Valuation: An independent valuer determined the aggregate fair value of the equity interests at RM10.38 million (market and cost approaches applied). • Completion conditions: Hong Kong Stock Exchange clearance, shareholder approval at an extraordinary general meeting (EGM), purchaser’s due diligence satisfaction and no material breaches by either party. Long-stop date is three months from 8 June 2026.
Financial impact • Target Companies’ unaudited combined revenue reached RM46.16 million in 2025 (2024: RM45.46 million). • Profit after tax fell to RM0.27 million (2024: RM1.90 million). • As at 31 March 2026, combined total assets and net assets were RM22.55 million and RM9.68 million, respectively. • MOG Digitech estimates a disposal gain of roughly RM1.84 million after deducting the RM0.46 million transaction expenses from the difference between consideration and adjusted net asset value. Following completion, the Target Companies will cease to be consolidated into group accounts.
Use of proceeds Net proceeds will be channelled into: 1) Marketing and brand development for the “MOG” trademark; 2) Industry events and product launches; 3) Sales and customer-service enhancements; 4) A customer loyalty programme; 5) General working capital and implementation costs. Management expects full deployment of funds by 2H 2027.
Strategic rationale The disposal aligns with MOG Digitech’s shift to an asset-light, service-oriented model. The group will license its “MOG” brand and provide supply-chain, training and marketing support to licensees—including the Target Companies—while focusing internal resources on expanding the licensing network and strengthening recurring revenue streams.
Regulatory considerations Aggregated with a previous divestment completed in 2025, the deal exceeds 25 % but remains below 75 % of the applicable size tests under Hong Kong Listing Rule 14.07, classifying it as a major transaction. Shareholder approval will be sought at an EGM; no shareholders are required to abstain. A circular is slated for dispatch on or before 24 July 2026.
Investors are reminded that the transaction remains subject to condition fulfilment and may not proceed.