SouthGobi announces grant of waiver from strict compliance with rule 13.46(2)(b) of the Hong Kong Listing Rules and postponement of 2020 Annual General Meeting
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May 11, 2020
SouthGobi announces grant of waiver from strict
compliance with rule 13.46(2)(b) of the Hong Kong Listing
Rules and postponement of 2020 Annual General Meeting
VANCOUVER – SouthGobi Resources Ltd. (TSX: SGQ, HK: 1878) (“SouthGobi” or the
“Company”) announces that the Company has obtained (i) a waiver dated May 5, 2020 from
the Hong Kong Stock Exchange from the strict compliance with the requirements under Rule
13.46(2)(b) of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange
(the “Hong Kong Listing Rules” and the “Waiver”, respectively) and (ii) an order dated May
7, 2020 from the British Columbia Registrar of Companies to extend the time to hold its annual
general meeting of the shareholders of the Company (the “Shareholders”) in 2020 (the “2020
AGM” and the “Order”, respectively). The Company hereby announces the postponement of
the 2020 AGM and anticipates convening the 2020 AGM before the end of October 2020.
Reason for postponement of 2020 AGM
Pursuant to Rule 13.46(2)(b) of the Hong Kong Listing Rules, the Company is required to lay
its audited financial statements for the year ended December 31, 2019 before its
Shareholders at its 2020 AGM within a period of 6 months after such financial year end (i.e.
June 30, 2020). Also, pursuant to article 10.1 of the articles of the Company (the “ Articles”),
unless an AGM is deferred or waived in accordance with the Business Corporation Act (British
Columbia) (the “BCBCA”), the Company must hold an AGM at least once in each calendar
year and not more than 15 months after the last annual reference date at such time and place
as determined by the directors of the Company (i.e. on or before August 29, 2020 as the
Company held its last AGM on May 30, 2019). However, as a result of the impact of the novel
coronavirus disease (COVID-19) pandemic, the Company considers holding the 2020 AGM
as required by the Hong Kong Listing Rules and the Articles will represent a potential health
and safety concern for its shareholders, directors, management and other guests that attend
the 2020 AGM in person..
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The Order and the Waiver
In light of these concerns, the Company has elected to rely on the temporary relief issued by
the Toronto Stock Exchange (the “ TSX”), on which the common shares in issue of the
Company are primarily listed, on March 23, 2020, which permits TSX -listed issuers to hold
their AGMs in 2020 on any date up to and including December 31, 2020, regardless of the
issuer’s fiscal year -end. As required under the BCBCA and the Articles , the Company has
obtained the Order to extend the time within which the Company is req uired to hold its 2020
AGM until February 28, 2021.
In addition, the Company had made an application to the Hong Kong Stock Exchange for the
Waiver and on May 5, 2020, the Hong Kong Stock Exchange granted the Waiver subject to (i)
the Company’s compliance with the Articles, and (ii) the applicable Canadian statutes and the
Companies Law of Canada. However, the Waiver may be withdrawn or changed by the Hong
Kong Stock Exchange if the situation changes.
Accordingly, the Company anticipates convening the 2020 AGM before the end of October
2020 and will make a further announcement to the Shareholders with respect to the date, time
and venue of the 2020 AGM as soon as it is fixed by the Board.
If there is any inconsistency or discrepancy between the Engl ish 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
Kino Fu
Office: +852 2156 7030 (Hong Kong)
+1 604 762 6783 (Canada)
Email: [email protected]
Website: www.southgobi.com