GHL System Berhad Annual Report 2017

GHL SYSTEMS BERHAD 58 REPURCHASE OF OWN SHARES (cont’d) The Company has the right to retain, cancel, resell the shares it purchased and/or distribute these shares as dividends. As treasury shares, the rights attached to them as to voting, dividends and participation in any other distributions or otherwise are suspended. 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) as at 31 December 2017. EXECUTIVES’ SHARE SCHEME 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: (a) Eligible Executive Directors and executives are those who meet the following criteria: (i) if he has attained the age eighteen (18) years of age and is not an undischarged bankrupt; (ii) 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; (iii) if his employment has been confirmed in writing; (iv) 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; (v) 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 (vi) if he fulfils any other criteria and/or falls within such category as may be set by ESS Committee from time to time. (b) 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); (c) The options granted may be exercised any time upon the satisfaction of vesting conditions of each tranche; (d) The option price of a new ordinary share under the ESS shall be at a discount of not more than ten percent (10%) of the five (5)-days weighted average market price of the shares as quoted in the Daily Official List issued by Bursa Securities immediately preceding the date of offer, or at the par value of the ordinary shares, whichever is higher; (e) Upon exercise of the options, the shares issued rank pari passu in all respects with the then existing ordinary shares of the Company; (f) The employees and Directors to whom the options have been granted have no right to participate, by virtue of these options, in any ordinary share issue of any other company; and (g) The option price and the number of ordinary shares comprised in the ESS options are subject to adjustment in the event of any alteration in the capital structure of the Company during the scheme period in accordance with the provisions in the ESS By-Laws (“By-Laws”), subject to the determination by ESS Committee. DIRECTORS’ REPORT CONT’D