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SouthGobi to restart guidance relating to trading suspension

Published by
World Coal,

SouthGobi Resources Ltd. announces that, on 3 January 2019, the Hong Kong Stock Exchange provided the following resumption guidance for the company, whereby the company is to:

  • Conduct a forensic investigation of past conduct engaged in by former senior executive officers and employees of the company (the former management and employees), which raises suspicions of serious fraud, misappropriation of company assets and other criminals acts by the former management and employees relating to transactions between 2016 and the first half of 2018 involving the company, Inner Mongolia SouthGobi Energy Co., Ltd. (a subsidiary of the company) and certain coal trading and transportation companies, some of which are allegedly related to or controlled by the former management and employees or their related persons (the suspicious transactions).
  • Disclose the findings of the forensic investigation and take appropriate remedial actions.
  • Inform the market of all material information for its shareholders and investors to appraise the company’s position.

The Hong Kong Stock Exchange has advised that it may modify or supplement the trading resumption guidance if the company’s situation changes.

Pursuant to Rule 6.01A(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the listing rules), the Hong Kong Stock Exchange may cancel the listing of any securities that have been suspended from trading for a continuous period of 18 months. In the case of the company, this 18 month period expires on 16 June 2020. The Hong Kong Stock Exchange has advised that if the company fails to remedy the issues causing the trading suspension, fully comply with the listing rules to the Hong Kong Stock Exchange’s satisfaction and resume trading of its commons shares on the Hong Kong Stock Exchange by 16 June 2020, the Listing Department of the Hong Kong Stock Exchange will recommend the Listing Committee to proceed with the cancellation of the company’s listing on the Hong Kong Stock Exchange. Pursuant to listing rules 6.01 and 6.10, the Hong Kong Stock Exchange also has the right to impose a shorter specific remedial period, where appropriate.

As announced in the company’s 15 December 2018 press release, the Board of Directors of the company has expanded the mandate of the special committee of independent non-executive directors of the company to also include a formal investigation of the suspicious transactions, the implicated former management and employees, and their impact, if any, on the business and affairs of the company. The special committee expects to engage forensic accounting experts to assist with the investigation on or before 11 January 2019 and will endeavor to complete the investigation by the middle of March 2019.

Pursuant to Rule 13.24A of the listing rules, the company is required to announce quarterly updates on developments relating to its trading resumption plan, including details of the actions taken or to be taken in order to remedy the issues causing the trading suspension and fully comply with the listing rules, the progress of implementing the trading resumption plan, details of any material change to the trading resumption plan (including any delays thereof) and impact on the company’s business operations. The company is required to make its first quarterly update on or before 16 March 2019 and announce additional updates every three months thereafter until resumption of trading on the Hong Kong Stock Exchange or cancellation of the company’s listing on the Hong Kong Stock Exchange (whichever is earlier).

Trading in the common shares of the company on the Hong Kong Stock Exchange and the Toronto Stock Exchange will remain suspended until further notice. The company will make additional announcements if and when there are further material developments in relation to the investigation.

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