GHL System Berhad Annual Report 2017

GHL SYSTEMS BERHAD 110 NOTES TO THE FINANCIAL STATEMENTS 31 December 2017 CONT’D 21. SHARE CAPITAL (cont’d) (a) During the financial year, the issued and fully paid-up ordinary share capital of the Company was increased by way of issuance of 4,720,000 (2016: 4,877,800) new ordinary shares for cash pursuant to the exercise of Executives’ Share Scheme (“ESS”). (b) Repurchased shares were held as treasury shares in accordance with the requirement of Section 127 of the Companies Act, 2016 in Malaysia. (c) Of the total 659,444,992 (2016: 654,724,992) issued and fully paid ordinary shares as at 31 December 2017, 678,601 (2016: 1,415,901) ordinary shares amounting to RM305,847 (2016: RM638,221) are held as treasury shares by the Company. During the financial year, the Company had completed the resale of treasury shares of 737,300 units with a price ranging from RM1.70 to RM1.73. The number of outstanding ordinary shares in issue after deducting the treasury shares is 658,766,391 (2016: 653,309,091) ordinary shares as at 31 December 2017. (d) The owners of the parent are entitled to receive dividends as and when declared by the Company and are entitled to one (1) vote per ordinary share at meetings of the Company. All ordinary shares rank pari passu with regard to the residual assets of the Company. (e) With the introduction of the Companies Act, 2016 effective 31 January 2017, the concepts of authorised share capital and par value of share capital have been abolished. Consequently, balance within the share premium account of RM72,824,729 has been transferred to the share capital account pursuant to the transitional provisions set out in Section 618(2) of the Companies Act, 2016. Notwithstanding this provision, the Company may utilise its share premium account for purposes stipulated in Section 618(3) of the Companies Act, 2016 for a transitional period of 24 months from 31 January 2017. There is no impact on the number of ordinary shares in issue or the relative entitlement of any of the member as a result of this transition. (f) The ESS of the Company came into effect on 30 August 2013. The ESS shall be in force for a period of five (5) years until 29 August 2018 (“the scheme period”). The main features of the ESS are as follows: (i) Eligible Executive Directors and executives are those who meet the following criteria: • if he has attained the age eighteen (18) years of age and is not an undischarged bankrupt; • if he is employed on a full time basis and is on the payroll of any corporation in the Group and has not served a notice to resign or received a notice of termination; • if his employment has been confirmed in writing; • if he is an Executive Director of the Company, the specific allocation of Scheme Shares and Options granted by the Company to him in his capacity as an Executive Director of the Company under the Scheme has been approved by the shareholders of the Company at a general meeting; • if he is serving in a specific designation under an employment contract for a fixed duration but not if he is merely employed for a specific project; and • if he fulfils any other criteria and/or falls within such category as may be set by ESS Committee from time to time. (ii) The maximum number of options to be offered under the ESS based on the issued and paid-up ordinary share capital as at 31 December 2017, excluding treasury shares held, is 98,814,959 (2016: 97,996,364); (iii) The options granted may be exercised any time upon the satisfaction of vesting conditions of each tranche;