GHL System Berhad Annual Report 2019

G H L S Y S T E M S B E R H A D 1 9 9 4 0 1 0 0 7 3 6 1 ( 2 9 3 0 4 0 - D ) 72 ISSUE OF SHARES AND DEBENTURES (cont’d) The newly issued ordinary shares rank pari passu in all respects with the existing ordinary shares of the Company. There were no other issues of shares during the financial year. The Company did not issue any debentures during the financial year. REPURCHASE OF OWN SHARES Treasury Shares At the Annual General Meeting held on 30 May 2019, the shareholders of the Company by an ordinary resolution renewed the mandate given to the Company to repurchase its own shares based, amongst others, on the following terms: (a) the aggregate number of shares purchased does not exceed ten percent (10%) of the total issued and paid-up share capital of the Company as quoted on Bursa Malaysia Securities Berhad (“Bursa Securities”) as at the point of purchase; (b) the maximum funds to be allocated by the Company for the purpose of purchasing its shares shall not exceed the total retained profits of the Company based on the latest audited financial statement and/or the latest management accounts of the Company (where applicable) available at the time of the purchase(s); (c) the Directors of the Company may decide to: (i) retain the shares purchased as treasury shares for distribution as dividend to the shareholders; and/or (ii) resale on the market of Bursa Securities and/or for cancellation subsequently; and/or (iii) cancel the shares so purchased; and/or (iv) retain part of the shares so purchased as treasury shares and cancel the remainder. 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. In the previous financial year, the Company had completed the resale of treasury shares of 678,601 units with prices ranging from RM1.60 to RM1.65. The number of outstanding ordinary shares in issue is 737,984,933 and no treasury shares as at 31 December 2018. There is no purchase of share during the financial year and treasury share remain nil as at 31 December 2019. ESS Shares During the financial year, the Company, in accordance with the By-Laws of the ESS, had appointed MTrustee Berhad to purchase 8,601,400 units of the Company’s shares (known as “ESS Shares”), amounting RM11,943,043 in the market to transfer to ESS participants upon exercise of options. During the financial year, the Company had transferred 575,000 units of ESS shares, amounting RM782,288 with price of RM1.36 to employees for options exercised under the ESS. As at 31 December 2019, the total number of ESS shares held by Mtrustee Berhad in accordance with the By-Laws of the ESS was 8,026,400 units. DIRECTORS’ REPORT CONT’D