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DIRECTORS’ REPORT (cont’d)<br />
FOR THE YEAR ENDED 31 DECEMBER 2012<br />
RESERVES AND PROVISIONS<br />
There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in<br />
the financial statements.<br />
ISSUE OF SHARES AND DEBENTURES<br />
During the financial year, the Company increased its issued and paid up share capital from RM40,379,126 to RM45,016,559<br />
by way of the issuance of:<br />
a) 10,000,000 ordinary shares of RM0.40 each pursuant to the Company’s private placement at an issue price of RM0.61<br />
per share; and<br />
b) 1,593,584 ordinary shares of RM0.40 each at an issue price of RM0.40 per share arising from the exercise of Warrants<br />
2003/2013 issued by the Company.<br />
The Company has not issued any new debenture during the financial year.<br />
SHARE OPTIONS<br />
WARRANTS 2003/2013<br />
Pursuant to a deed poll dated 20 August 2003, the Company issued 15,999,200 detachable warrants on 13 October 2003 in<br />
conjunction with a rights issue of 15,999,200 new ordinary shares of RM1.00 each in the Company. Each warrant entitles the<br />
registered holder at any time during the exercise period from 13 October 2003 to 13 October 2013 to subscribe for 1 new<br />
ordinary share of RM1.00 each in the Company at an exercise price of RM1.00 per share. With effect from 10 September<br />
2010, the 15,999,200 unexercised warrants were adjusted to an exercise price of RM0.40 per share consequential to the<br />
Company’s capital reduction exercise. On 11 October 2010, an additional 6,414,377 warrants were issued at an exercise price<br />
of RM0.40 per share in conjunction with a rights issue of 50,354,000 new ordinary shares of RM0.40 each in the Company.<br />
As at 31 December 2012, 1,833,398 warrants have been exercised and there were 20,580,179 unexercised warrants at an<br />
exercise price of RM0.40 per share.<br />
WARRANTS 2010/2020<br />
Pursuant to a deed poll dated 3 September 2010, the Company issued 25,177,000 detachable warrants on 11 October 2010<br />
in conjunction with a rights issue of 50,354,000 new ordinary shares of RM0.40 each in the Company. Each warrant entitles<br />
the registered holder at any time during the exercise period from 11 October 2010 to 11 October 2020 to subscribe for<br />
1 new ordinary share of RM0.40 each in the Company at an exercise price of RM0.50 per share. As at 31 December 2012,<br />
none of the aforesaid warrants has been exercised and there were 25,177,000 unexercised warrants at an exercise price of<br />
RM0.50 per share.<br />
DIRECTORS<br />
The directors who served since the date of the last report are:-<br />
Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal<br />
Peter Wong Hoy Kim<br />
Malik Parvez Ahmad bin Nazir Ahmad<br />
Shaiful Annuar bin Ahmad Shaffie<br />
Iskandar Ibrahim<br />
In accordance with Article 101 of the Company’s Articles of Association, Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal<br />
retires at the forthcoming annual general meeting and being eligible, offers himself for re-election.<br />
In accordance with Section 129(6) of the Companies Act, 1965, Peter Wong Hoy Kim seeks for re-appointment as Director<br />
of the Company at the forthcoming Annual General Meeting.<br />
Gunung Capital Berhad (330171-P)<br />
35<br />
annual report | 2012