Takeovers Panel rules the Codes should apply to SouthGobi Resources Limited

30 Jun 2014

The Takeovers and Mergers Panel (Panel) has ruled that SouthGobi Resources Limited (SouthGobi) should be considered a “public company in Hong Kong” under the Codes on Takeovers and Mergers and Share Buy-backs (Codes) and therefore the Codes should apply to SouthGobi (Note 1). The ruling was based primarily upon the material changes in the number of Hong Kong shareholders and the extent of trading in the shares in Hong Kong.

The Takeovers Executive referred the matter to the Panel for its consideration as there were particularly novel, important or difficult points at issue. The Panel met to consider the matter on 19 June 2014.

A copy of the Panel’s decision can be found on the SFC’s website (Note 2).



  1. SouthGobi sought the Executive’s ruling that upon completion of its secondary listing that SouthGobi would not be considered a “public company in Hong Kong” within the meaning of the Codes and hence, the Codes would not apply to it.

    On 28 September 2009, the Executive ruled that SouthGobi should not be regarded as a “public company in Hong Kong” for the purposes of the Codes (2009 Ruling). It was expressly stated in the 2009 Ruling that if there was any material change to the information provided and/or representation made, the Executive should be advised immediately so that it could determine whether the 2009 Ruling should remain valid.
  2. The decision can be found in the “Takeovers and Mergers Panel and Takeovers Appeal Committee decisions and statements” section of the SFC website. From the home page, follow this path: “Regulatory functions” > “Listings & takeovers” > “Takeovers & Mergers” > “Decisions & statements” to find the section.

Page last updated : 30 Jun 2014