166 GHL SYSTEMS BERHAD 199401007361 (293040-D) ANNUAL REPORT 2022 6. Potential Advantages and Disadvantages of the Proposed Renewal The potential advantages of the Proposed Shares Buy-Back are as follows: (i) the Proposed Shares Buy-Back is expected to stabilise the supply and demand as well as the prices of the GHL Shares traded on Bursa Securities and thereby support its fundamental value and to maintain investors’ confidence in GHL; (ii) if the Shares are bought back as treasury shares, it will provide the Directors of GHL an option to sell the purchased GHL Shares at a higher price and generate capital gain for the Company. (iii) the purchased GHL Shares can be distributed as share dividends to reward its shareholders. The potential disadvantages of the Proposed Shares Buy-Back are as follows: (i) the proposed renewal can only be made out of retained profits of the Company resulting in a reduction of the amount available for distribution as dividends and bonus issues to shareholders; (ii) the proposed renewal will reduce the financial resources of the Company which may result in the Company foregoing better investment opportunities that may emerge in the future; (iii) the cash flow of the Company may be affected if the Company decides to utilise bank borrowings to finance a share buy back. 7. Direct and Indirect Interests of the Directors and Substantial Shareholders The effects of the Proposed Shares Buy-Back on the substantial shareholders’ and Directors’ shareholdings based on the Register of Substantial Shareholders and the Register of Directors’ Shareholdings respectively as at 29 March 2023 are as follows: Substantial shareholders Before the Proposed Shares Buy-Back After the Proposed Shares Buy-Back *(a) Direct Indirect Direct Indirect No of shares % No of shares % No of shares % No of shares % Actis Stark (Mauritius) Limited 440,356,423 38.58 - - 440,356,423 42.86 - - APIS Growth 14 Ltd 114,657,900 10.04 - - 114,657,900 11.16 - - Tobikiri Capital Ltd 60,999,361 5.34 - - 60,999,361 5.94 - - Loh Wee Hian 54,426,551 4.47 60,999,361* 5.34 54,426,551 5.30 60,999,361* 5.94 Notes: *(a) Assuming that 10% of the issued and paid up capital is purchased and retained as treasury shares. * Deemed interested by virtue of his interest in Tobikiri Capital Ltd pursuant to Section 8 of the Companies Act 2016. STATEMENT TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN ORDINARY SHARES CONT’D
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