GHL System Berhad Annual Report 2020

148 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 ) NOTES TO THE FINANCIAL STATEMENTS 31 DECEMBER 2020 CONT’D 23. SHARE CAPITAL (cont’d) (a) The issued and fully paid-up ordinary share capital of the Company was increased by way of: (i) special issue of 10,061,206 (2019: 10,061,206) new ordinary shares at RM1.19 (2019: RM1.19) (closing market price at date of issue: RM1.89) (2019: RM1.43) per ordinary share pertaining to the Share Subscription Agreement (“SSA”) with Paysys Group Holdings Sdn. Bhd. and Rica Holdings (M) Sdn. Bhd. as part of consideration paid for the acquisition of Paysys (M) Sdn. Bhd. and related acquisition expenses and general working capital purposes; and (ii) issuance of 1,730,000 (2019: 1,163,000) new ordinary shares for cash pursuant to the exercise of ESS. (iii) bonus issue of 1 share for every 2 shares held. (b) 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. (c) Executive Share Scheme (“ESS”) The ESS of the Company came into effect on 30 August 2013 to 29 August 2018 and subsequently extended for a period of five (5) years until 29 August 2023 (“the scheme period”). The main features of the ESS are as follows: (i) Eligible 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 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. (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 2020, excluding ESS shares held, is 171,003,344 (2019: 111,177,411); (iii) The options granted may be exercised any time upon the satisfaction of vesting conditions of each tranche; (iv) 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 Malaysia Securities Berhad immediately preceding the date of offer, or at the par value of the ordinary shares, whichever is higher; (v) Upon exercise of the options, the shares issued rank pari passu in all respects with the existing ordinary shares of the Company; (vi) The employees 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 (vii) 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.