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22

THONG GUAN INDUSTRIES BERHAD

Issue of shares and debentures

There were no changes in the authorised, issued and paid-up capital of the Company during the financial year. There were no debentures in issue during the financial year.

Options granted over unissued shares

No options were granted to any person to take up unissued shares of the Company during the year. The salient features of the ESOS scheme are as follows :

  • i)

    Eligible employees are those full time employees of the Group who have been confirmed with at least 1 year of service before the offer date or are Executive Directors of the Group (except for dormant companies within the Group) and non-Executive Directors of the Company who are specifically approved as eligible to participate in the ESOS by the Company in an Extraordinary General Meeting;

  • ii)

    The number of new shares that may be offered and allotted to any eligible employee of the Group shall be at the discretion of the ESOS Committee, after taking into consideration the performance, seniority and length of service of the eligible employee and under ESOS and such other factors that the ESOS Committee may deem relevant subject to the following :

  • (a)

    not more than fifty per centum (50%) of the shares available under ESOS should be allocated, in ag gregate, to Directors and senior management of the Group; and

  • (b)

    not more than ten per centum (10%) of the shares available under ESOS should be allocated to any individual Director or employee who, either singly or collectively through his/her associates holds twenty per centum (20%) or more in the issued and paid-up share capital of the Company.

  • iii)

    The ESOS shall continue to be in force for a period of 5 years commencing from 2 February 2005.

  • iv)

    The price of each of the option granted shall be set based on the 5-day weighted average market price of the Company’s shares as quoted on the Bursa Malaysia Securities Berhad immediately preceding the date of offer is granted with a discount of not more than ten per centum (10%), if deemed appropriate, or such lower or higher limit in accordance with any prevailing guidelines issued by the Securities Commission or any other relevant authorities as amended from time to time, or at the par value of each of the share of the Company, whichever is higher.

  • v)

    The new ordinary shares arising from the exercise of the options shall upon allotment and issue, rank pari passu in all respects with the existing issued ordinary shares of the Company except that the new shares so allotted shall not be entitled to any dividends, rights, allotments or other distributions, the entitlement date of which is prior to the date of allotment of the said shares.

The persons to whom the options have been granted have no right to participate by virtue of the options in any share issue of any other company.

The options offered to take up unissued ordinary shares of RM1.00 each and the option prices are as follows :

NUMBER OF OPTIONS OVER ORDINARY SHARES OF RM1 EACH

Date of offer

Option price

Balance at 1.1.2007

Granted

(Exercised)

(Lapsed)

Balance at 31.12.2007

RM

12.11.2005

1.73

8,444,000

-

  • -

    (577,000)

7,867,000

Other statutory information

Before the balance sheets and income statements of the Group and of the Company were made out, the Directors took reasonable steps to ascertain that :

i)

all known bad debts have been written off and adequate provision made for doubtful debts; and

ii)

all current assets have been stated at the lower of cost and net realisable value.

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