ANNUAL%20REPORT%202015%20eng

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Directors’ Report CHARGE OF SHARES BY CONTROLLING SHAREHOLDER On 9 June 2011, MCS Mining Group Limited, the controlling shareholder of the Company, entered into a share charge over the Shares with Standard Bank Plc (“SB Charged Shares”) in respect of 334,483,750 Shares of the Company and on 27 November 2012, 15 March 2013, 5 April 2013, 10 April 2013 and on 3 December 2013 entered into further share charge of 465,516,250, 83,337,955, 100,000,000, 83,000,000 and 45,172,994 Shares, respectively, in respect of the SB Charged Shares, whereby MCS Mining Group Limited granted security over the SB Charged Shares in favour of Standard Bank Plc. On 18 December 2013, Standard Bank Plc resigned as security agent and BNP Paribas Hong Kong Branch was appointed as replacement security agent. On 17 December 2014, MCS Mining Group Limited entered into a share charge over the Shares with BNP Paribas Hong Kong Branch in respect of 1,667,266,423 Shares of the Company. On 18 November 2011, MCS Mining Group Limited entered into a share charge over the Shares with IFC in respect of 36,679,681 Shares of the Company and on 28 December 2011, IFC exercised its conversion right to convert loan into 19,706,308 Shares, whereby MCS Mining Group Limited granted shares in favour of IFC. ISSUE OF EQUITY SECURITIES No additional shares were issued during the year ended 31 December 2015. PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES For the year ended 31 December 2015, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the listed securities of the Company. RELATED PARTY TRANSACTIONS Details of the related party transactions undertaken in the normal course of business are set out in note 32 to the consolidated financial statements. In respect of those related party transactions that constitute CCTs under the Listing Rules, they have complied with applicable requirements in accordance with the Listing Rules. SUFFICIENCY OF PUBLIC FLOAT Rules 8.08(1) (a) and (b) of the Listing Rules require there to be an open market in the securities for which listing is sought and for a sufficient public float of an issuer’s listed securities to be maintained. This normally means that (i) at least 25% of the issuer’s total issued share capital must at all times be held by the public; and (ii) where an issuer has more than one class of securities apart from the class of securities for which listing is sought, the total securities of the issuer held by the public (on all regulated market(s) including the SEHK) at the time of listing must be at least 25% of the issuer’s total issued share capital. However, the class of securities for which listing is sought must not be less than 15% of the issuer’s total issued share capital, and must have an expected market capitalisation at the time of listing of not less than HKD50 million. Annual Report 2015 105
Directors’ Report At the time of listing, the Group applied to the SEHK to request the SEHK to exercise, and the SEHK exercised its discretion under Rule 8.08(1) (d) of the Listing Rules to accept a lower public float percentage of the Company of 20% or such higher percentage of the issued share capital as would be held by the public in the event that the whole or a part of the over-allotment option is exercised (which discretion may be exercised in respect of issuers with an expected market capitalization at the time of listing of over HKD10,000 million) on the basis that the SEHK was satisfied that the number of the shares concerned and the extent of their distribution would enable the market to operate properly with the lower percentage, and on the condition that the Company would make appropriate disclosure of the lower prescribed percentage of public float in the prospectus of the Company dated 28 September 2010 and confirm sufficiency of public float in the successive annual reports after listing. At the time of the listing of the Company on 13 October 2010, the market capitalization exceeded HKD10,000 million. The over-allotment option was fully exercised on 18 October 2010 in respect of an aggregate of 107,914,000 shares and accordingly the lower public float percentage of the Company accepted by the SEHK is approximately 22.3%. Based on the information that is publicly available to the Company and within the knowledge of the Directors as at the latest practicable date prior to the issue of this annual report, the Directors confirm that the Company has maintained the amount of public float as required under the Listing Rules. DISCLOSURE UNDER RULE 13.20 OF THE LISTING RULES The Directors are not aware of any circumstances resulting in the responsibility of disclosure under Rule 13.20 of the Listing Rules regarding the provision of advances by the Company to an entity. CHANGES IN DIRECTORS’ INFORMATION Change of information of Directors which is required to be disclosed pursuant to Rule 13.51B(1) of the Listing Rules since the date of the 2015 Interim Report of the Company is set out below: The director’s fee for all Directors, under the respective director’s service agreements and letters of appointments attributable for the fourth quarter of the year 2015 was decreased by 50%. AUDITOR Messrs. KPMG was engaged as auditor of the Company for the year ended 31 December 2015. Messrs. KPMG has audited the accompanying financial statements which were prepared in accordance with International Financial Reporting Standards. The Company has retained Messrs. KPMG since the date of listing. Messrs. KPMG was re-appointed as auditor of the Company at the AGM held on 29 May 2015. Messrs. KPMG will retire and, being eligible, offer itself for re-appointment. A resolution for the re-appointment of Messrs. KPMG as auditor of the Company will be proposed at the forthcoming AGM. On behalf of the Board Odjargal Jambaljamts Chairman 106 Hong Kong, 24 March 2016 Annual Report 2015
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(Incorporated in the Cayman Islands
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Company Profile Mongolian Mining Co
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Corporate Information BOARD OF DIRE
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Directors and Senior Management BOA
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Group Structure 14 Annual Report 20
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Chairman’s Statement I believe th
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Management Discussion and Analysis
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Sustainability Report OUR APPROACH
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Financial Summary SUMMARY DATA OF C
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Appendix I Technical details of the
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Appendix I Criteria Commentary •
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