Southgobi Announces Fulfillment of Resumption Guidance and Resumption of Trading ON the Hong Kong Stock Exchange
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February 9, 2021
SOUTHGOBI ANNOUNCES FULFILLMENT OF
RESUMPTION GUIDANCE AND
RESUMPTION OF TRADING ON THE HONG KONG
STOCK EXCHANGE
VANCOUVER – SouthGobi Resources Ltd. (TSX: SGQ, HK: 1878) (“SouthGobi” or the
“Company”) announces that reference is made to the announcements of the Company dated
September 13, 2020, November 16, 2020, December 8, 2020, December 17, 2020, January
8, 2021 and February 8, 2021 (the “ Announcements”). Unle ss otherwise defined herein,
capitalized terms used in this announcement shall have the same meanings as those defined
in the Announcements.
The Company is pleased to announce that the Company has fulfilled all the conditions stated
in the Resumption Guidance to the satisfaction of the Hong Kong Stock Exchange. Trading in
the common shares of the Company on the Hong Kong Stock Exchange will be resumed at
9:00 a.m. on Wednesday, February 10, 2021.
RESUMPTION GUIDANCE
Trading in the common shares of the Company on the TSX and the Hong Kong Stock
Exchange has been suspended since June 19, 2020 and August 17, 2020, respectively. As
stated in the Announcements, the Hong Kong Stock Exchange has set out the following
conditions in its Resumption Guidance for the Company as below:
(1) publish all outstanding financial results and address any audit modifications (the “First
Resumption Guidance”);
(2) inform the market of all material information for the Company’s shareholders and
investors to appraise its position (the “Second Resumption Guidance”);
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(3) announce quarterly updates on the Company’s developments under Rules 13.24A of
the Listing Rules, including, amongst other relevant matters, its business operations,
its resumption plan an d the progress of implementation (the “ Third Resumption
Guidance”);
(4) resolve issues arising from the Cease Trade Order and/or the TSX Delisting Review,
or take steps to the satisfaction of the Hong Kong Stock Exchange that the Company
will be eligible for a primary listing on the Hong Kong Stock Exchange (the “Fourth
Resumption Guidance”); and
(5) demonstrate compliance with Rule 13.24 of the Hong Kong Listing Rules (the “Fifth
Resumption Guidance”).
FULFILLMENT OF RESUMPTION GUIDANCE
The Company is pleased to announce that, as of the date hereof, each of the conditions under
the Resumption Guidance has been fulfilled, details of which are set out below.
The First Resumption Guidance
As disclosed in the announcement dated January 8, 2021, the Company has published all of
its outstanding financial results to date, as well as its 2019 Annual Report and 2020 Interim
Report, and there is no modification to the Auditor’s reports. Accordingly, the Company is of
the view that the First Resumption Guidance has been fulfilled.
The Second Resumption Guidance
The Company has kept its shareholders and investors informed of all material information
relating to the Company to appraise the Company’s position by way of disclosure through
numerous announcements since the date on which the Company received notice of the
Resumption Guidance from the Hong Kong Stock Exchange. Accordingly, the Company is of
the view that it has fulfilled the Second Resumption Guidance.
The Third Resumption Guidance
The Company published a quarterly update announcement on November 16, 2020, in relation
to the Company’s developments under the Rule 13.24A of the Listing Rules, including its
business operations, resumption plan and the progress of implementation of the resumption
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plan. Accordingly, the Company is of the view that the Third Resumption Guidance has been
fulfilled.
The Fourth Resumption Guidance
On January 4, 2021, the Company filed an application for a full revocation of the CTO with the
relevant Canadian securities regulatory authorities. As disclosed in the announcement dated
February 8, 2021, the Company received an order from the relevant Can adian securities
regulatory authorities declaring that the CTO has been revoked with effect as of February 5,
2021.
As disclosed in the announcement dated December 17, 2020, the Company has been granted
an extension of the TSX Delisting process until Feb ruary 16, 2021, to remedy the following
delisting criteria, as well as any other delisting criteria that become applicable during the
Remedial Review Process: (i) financial condition and/or operating results; (ii) adequate
working capital and appropriate c apital structure; and (iii) disclosure issues (collectively, the
“Delisting Criteria”). The Company is taking actions as it considers necessary in order to
satisfy the TSX that no delisting criteria remain applicable. The TSX is reviewing the
Company’s eligibility for continued listing of its common shares on the TSX pursuant to the
TSX Delisting Review and the TSX Continued Listing Committee is scheduled to meet on
February 11, 2021 to consider whether or not to suspend trading in and delist the common
shares of the Company. The Company expects to receive the TSX’s delisting decision on or
before February 16, 2021 (Canada time). Accordingly, the Company is of the view that the
Fourth Resumption Guidance has been fulfilled.
The Fifth Resumption Guidance
As disclosed in the Q3 2020 Financial Results, the revenue was USD 31.0 million and the
gross profit was USD 10.9 million for the quarter ended September 30, 2020. The total assets
of the Company was USD 197.9 million as at September 30, 2020. On January 11, 2021, the
Company submitted to the Hong Kong Stock Exchange an analysis in respect of Rule 13.24
of the Hong Kong Listing Rules to demonstrate that the Company has sufficient assets and
sufficient level of operations for which a sufficient potential val ue can be demonstrated to
warrant the continued listing of its securities. Accordingly, the Company is of the view that the
Fifth Resumption Guidance has been fulfilled.
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RESUMPTION OF TRADING
Trading in the shares of the Company on the Hong Kong Stock Exchange has been
suspended since August 17, 2020. As all the conditions under the Resumption Guidance have
been fulfilled, the Hong Kong Stock Exchange have accepted the Company’s trading
resumption application. The trading in the common shares of the Company on the Hong Kong
Stock Exchange will be resumed at 9:00 a.m. on Wednesday, February 10, 2021.
If there is any inconsistency or discrepancy between the English version and the Chinese
version, the English version shall prevail.
About SouthGobi
SouthGobi, listed on the Toronto and Hong Kong stock exchanges, owns and operates its
flagship Ovoot Tolgoi coal mine in Mongolia. SouthGobi produces and sells coal to customers
in China.
Contact:
Investor Relations
Office: +852 2156 1438 (Hong Kong)
+1 604 762 6783 (Canada)
Email: [email protected]
Website: www.southgobi.com