KHONG GUAN LIMITED

(Company Registration No. 196000096G)

(Incorporated in the Republic of Singapore)

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RECEIPT OF NO OBJECTION LETTER FROM THE SGX REGCO ON THE APPLICATION FOR AN EXTENSION OF TIME TO RELEASE THE COMPANY'S FINANCIAL RESULTS AND TO HOLD THE COMPANY'S ANNUAL GENERAL MEETING FOR THE FINANCIAL YEAR ENDED 31 JULY 2021

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Unless otherwise specified, all capitalized terms used herein shall have the meanings ascribed to them in the announcement dated 28 September 2021 (the "ANNOUNCEMENT").

1. BACKGROUND

The Board of Directors of Khong Guan Limited (the "Company" and together with its subsidiaries, the "Group") refers to the Announcement dated in relation to the Extension Applications submitted to the Singapore Exchange Securities Limited (the "SGX-ST" or "Exchange") for the following waivers to comply with the Listing Manual of the Singapore Exchange Securities Limited (the "SGX-ST") (the "Listing Manual")

  1. a waiver from the compliance with the requirements of Rule 705(1) of the Listing Manual and an extension of time to announce its unaudited consolidated financial statements for FY2021 ("Financial Results") from the current deadline of 29 September 2021 to no later than 29 November 2021;
  2. a waiver from the compliance with the requirements of Rule 707(1) of the Listing Manual and an extension of time to hold its AGM for FY2021 from the current deadline of 30 November 2021 to no later than 31 January 2022; and
  3. a waiver from the compliance with the requirements of Rule 707(2) of the Listing Manual and an extension of time to issue its annual report for FY2021 to the shareholders and SGX- ST at least 14 days before the date of its AGM.

(collectively refer to as the "Waivers" or "Extension Applications")

2. RATIONALE FOR THE EXTENSION APPLICATIONS

As mentioned in the Announcement, the Company is seeking the Extension Applications for the following reasons:

  1. The Group has significant operations throughout Malaysia which contribute more than 80% of the Group's revenue. The lockdowns implemented by the Malaysia government in response to the increasing COVID-19 cases there have caused delays and hindered the timelines in finalizing the Group's Financial Results and the completion of the audit of the financial statements of the Group for FY2021 for tabling at the FY2021 AGM of the Company.
  2. In view of the situation, the Company has ascertained from discussions with the Company's auditors RT LLP (the "Group Auditors") that the audit of the financial statements of the Group for FY2021 will not be able to be completed in time to meet the usual prescribed deadlines. This is primarily due to the challenges faced by the Group Auditors and the component auditors, being Ernst & Young, Malaysia and Deloitte PLT in Malaysia ("components auditors") to complete the audit of the Company's subsidiaries and associate in Malaysia due to the current lockdowns. The Group Auditors require longer time to complete their audit fieldwork in order to issue the audited financial statements for FY2021 as the Malaysian local finance team as well as the component auditors have had to work from home with the extension of the lockdowns and faced challenges in accessing financial and accounting records and documents of the Malaysian subsidiaries and associate. This has affected the timely preparation of the underlying financial information and provision of supporting documents related to the Group's subsidiaries in Malaysia for audit verification purposes.
  3. As a result of the above, the Group Auditors and the Company faced difficulties and delays in finalising the Financial Results and the audited financial statements for FY2021 and will consequently, adversely affect the timely issue of the Annual Report FY2021 and the convening of the AGM in respect of FY2021 within the prescribed timeframe.

3. APPROVAL OF EXTENSION APPLICATION

The Board wishes to inform Shareholders that the SGX-ST has on 6 October 2021 informed the Company that it has no objection to the Company's application for extension of time to issue its FY2021 Financial Statements by 29 November 2021 and hold its FY2021 AGM by 31 December 2021 (the "Waivers"), with regard to compliance with Listing Rules 705(1) and 707(1) respectively, subject to the following:

  1. the Company announcing the Waivers granted, the reasons for seeking the Waivers, the conditions as required under Mainboard Listing Rule 107 and if the Waivers conditions have been satisfied. If the Waivers conditions have not been met on the date of the announcement, the Company must make an update announcement when the conditions have all been met;
  2. submission of a written confirmation from the Company that it is not aware of any information that will have a material bearing on investors' decisions which has yet to be announced by the Company; and
  3. The Board of Directors' confirmation that the Waiver will not be in contravention of any laws and regulations governing the Company and its constitution (or the equivalent in the Company's country of incorporation).

(the "Waiver Conditions").

The Company is required to make an immediate disclosure via SGXNet if it is/will be in contravention of any laws and regulations governing the Company and the constitution of the Company (or the equivalent in the Company's country of incorporation) arising from the Waivers.

The Company will be submitting an application to the ACRA for an extension of one (1) month till 31 December 2021 to hold its AGM under Section 175(1)(a) of the Companies Act and Section 197(1)(a) of the Companies Act on the filing of its annual returns ("ACRA Extension of Time Application").

  1. CONFIRMATIONS FROM THE COMPANY The Company confirms that:
    1. The Company's financial year end is 31 July
    2. The Board of Directors of the Company confirms that the Waivers / Extension Applications will not be in contravention of any laws and regulations governing the Company and its Constitution; and
    3. The Company is not aware of any material information as required under Rule 703 which has yet to be announced by the Company.
  2. FURTHER ANNOUNCEMENT
    The Company will update Shareholders on the outcome of the ACRA Extension of Time Application in due course.
    Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company and should consult their stockbrokers, bank managers, solicitors, accountants or other professional advisers if they are in doubt about the actions that they should take.

By Order of the Board

Chew Kian Boon Daniel

Executive Director

6 October 2021

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Khong Guan Limited published this content on 06 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 October 2021 11:15:03 UTC.