CAPÍTULO I. LOS PRINCIPIOS INFORMADORES DEL DERECHO PROCESAL
5. Conclusiones
(b) Share capital
(continued)(ii) Shares issued in lieu of cash dividends
On 17 November 2015, the Company issued 9,052,165 shares at an issue price of $0.9975 per share as final dividend for the year ended 31 March 2015 (note 30(d)), which was approved by shareholders at the annual general meeting of the Company held on 31 July 2015. Accordingly, $1,810,000 was credited to share capital and $7,219,000 was credited to share premium. On 17 November 2014, the Company issued 2,494,858 shares at an issue price of $1.2578 per share as final dividend for the year ended 31 March 2014 (note 30(d)), which was approved by shareholders at the annual general meeting of the Company held on 19 September 2014. Accordingly, $499,000 was credited to share capital and $2,639,000 was credited to share premium.
On 31 July 2014, the Company issued 9,099,677 shares at an issue price of $1.1837 per share as special dividend (note 30(d)), which was approved by shareholders at the extraordinary general meeting of the Company held on 3 June 2014. Accordingly, $1,820,000 was credited to share capital and $8,951,000 was credited to share premium.
(iii) Shares issued upon warrants conversion
At the extraordinary general meeting of the Company held on 3 June 2014, shareholders approved the issue of bonus warrants to eligible shareholders on the basis of two warrants for every eleven shares (the “Warrants”). A total of 310,689,390 Warrants were issued by the Company, conferring the rights in their registered form to the holders thereof to subscribe in cash of 310,689,390 new shares at an initial subscription price of $1.40 per share (subject to adjustments), at any time during the period commencing on 31 July 2014 and ending on 30 July 2015, both dates inclusive. The subscription price has been adjusted to $1.39 per share following the completion of the placing on 15 July 2015. The Warrants are tradable in board lots of 1,000 Warrants each, the stock code is 00481.
During the year ended 31 March 2016, 33,532,212 shares (2015: 97,024 shares) were issued to Warrants holders. Accordingly, $6,707,000 (2015: $19,000) was credited to share capital and $40,237,000 (2015: $117,000) was credited to share premium.
30 CAPITAL, RESERVES AND DIVIDENDS
(continued)(b) Share capital
(continued)(iv) Shares issued upon acquisition of additional interest in a subsidiary
On 7 November 2014, the Company entered into share acquisition agreements to acquire the remaining equity interest of GMHG (note 31(a)). As consideration for the acquisition, the Company issued 77,374,256 shares at an issue price of $1.26 per share to the vendors on 1 December 2014. Accordingly, $15,475,000 was credited to share capital and $82,017,000 was credited to the share premium during the year ended 31 March 2015.
Further details of the acquisition are set out in Company’s announcement dated 7 November 2014.
(v) Placing of shares under general mandate
On 15 July 2015, the Company completed the placing of 140,000,000 shares to Atlantis Investment Management (Hong Kong) Limited at a price of $1.00 per share, under the general mandate approved by shareholders at the annual general meeting of the Company held on 19 September 2014. Accordingly, $28,000,000 was credited to share capital and $109,703,000 was credited to share premium, after netting off transaction costs.
Further details of the placing are set out in the Company’s announcements dated 8 July 2015 and 15 July 2015, respectively.
(vi) Shares issued upon open offer
On 26 October 2015, the Company issued 985,695,846 shares as a result of the open offer on the basis of one offer share at the subscription price of $1.00 each for every two shares held by eligible shareholders. Accordingly, $197,139,000 was credited to share capital and $767,138,000 was credited to share premium, after netting off transaction cost.
Further details of the open offer are set out in the Company’s announcements dated 27 July 2015 and 23 October 2015 and the Company’s circular dated 31 August 2015, respectively.
30 CAPITAL, RESERVES AND DIVIDENDS
(continued)(c) Reserves
Nature and purpose of reserves:
(i) Share premium
Under the Companies Law of the Cayman Islands, the funds in the share premium account of the Company are distributable to the shareholders of the Company provided that immediately following the date on which the dividend is proposed to be distributed, the Company will be in a position to pay off its debts as they fall due in the ordinary course of business.
(ii) Capital redemption reserve
Capital redemption reserve represents the nominal value of the shares repurchased which has been paid out of the distributable reserves of the Company.
(iii) Capital reserve
The capital reserve comprises the fair value of the actual or estimated number of outstanding share options and restricted share units granted to employees of the Group and the Company recognised in accordance with the accounting policy adopted for share-based payments in note 2(s)(ii).
(iv) Merger reserve
The merger reserve represents the difference between the nominal value of the share capital of subsidiaries acquired and the nominal value of shares issued by the Company in exchange thereof.
(v) Exchange reserve
The exchange reserve comprises all foreign exchange differences arising from the translation of the financial statements of operations outside Hong Kong. The reserve is dealt with in accordance with the accounting policy set out in note 2(w).
(vi) Surplus reserve
According to the relevant rules and regulations in the PRC, certain subsidiaries are required to appropriate 10% of after-tax profit (after offsetting prior year losses), based on the PRC statutory financial statements prepared in accordance with the relevant accounting principles and financial regulations applicable to foreign investment enterprises in the PRC, to a surplus reserve until the balance of the reserve reaches 50% of their respective registered capital. Thereafter, any further