XPD SOCCER GEAR GROUP LIMITED (ASX.XPD)

company deregistered today

delisted from the commencement of trading on Thursday, 20 August 2020, pursuant to Listing rule 17.12.

we understand the company failed to lodge documents with ASX because of problems associated with actions by its wholly owned subsidiary, China Soccer Holdings Co, Ltd against Jinjiang Chaoda Shoes and Garment Co. Limited

The company releases a letter to its shareholders. The opinions requested by the Panel of Judges from a suitable Hong Kong lawyer were submitted to the Court as requested during June, prior to the third court hearing that was held on 14 July 2020. This hearing was also attended by legal representation for the defendant Jinjiang Chaoda Shoes and Garment Co. Limited. The court hearing process in the First Instance has been considered completed. XPD's lawyers submitted their legal opinions to the Court on 23 July 2020, urging the Court to provide a ruling as soon as possible.

The Court reconvened on Friday 24th April 2020 to further consider the case by XPD Soccer Gear Group Limited and its wholly owned subsidiary, China Soccer Holdings Co, Ltd against Jinjiang Chaoda Shoes and Garment Co. Limited. The presiding Panel of Judges decided they could not make a Judgment on the case as they did not have sufficient knowledge of Hong Kong legislation. The panel concluded the Hearing by requiring that XPD and China Soccer provide the Panel with a written legal opinion from a Court approved Hong Kong lawyer. XPD utilized its solicitors, KWM's Hong Kong office to prepare and settle all documents and believe all Resolutions are compliant with China Soccer's constitution and HK Law. The Legal Opinion was to be provided to the Court by 5 June 2020 with the next Court Hearing anticipated to be on or about 19 June 2020.

On 19 November 2019 KWM obtained a civil ruling issued by the Jinjiang Court which agrees to seal up Board Meeting Minutes, Board Resolutions, Financial Accounting Reports, records and proofs, between 21 May 2015 and 19 November 2019. KMW, together with the court judge attended the offices of Chaoda for preservations on 27 November 2019. There was no director or manager available to comply with the court orders. A supervisor was found, who was unable to comply with the court requests due to not having the necessary keys. The judge and the lawyers insisted that the keys be obtained which were duly presented, though the rooms that were then unlocked did not assist the investigation as there were locked filing cabinets within for which the keys were not accessible. The judge advised that breaking open a locked filing cabinet did not comply with court orders - instead the judge authorised the cabinets be sealed up. The judge also agreed with KWM's request to accelerate the case with further summons being passed to Chaoda on 28 November 2019. KWM has also sought pre-judgment execution due to the lack of co-operation from Chaoda, which will hopefully present delays through the Chinese court system. This request was submitted to the Court with the Court hearing the evidence on 16 December 2019. The Court is now in receipt of all necessary materials required from KWM on the company's behalf. The next hearing is now delayed until April. The company requests ongoing suspension whilst awaiting clarification.

Chaoda have not complied with the request to provide financial information including supporting documents. Chaoda will request the Local Regulatory Court to enforce Chaoda to comply with the demand. If Chaoda still do not comply with the Court Order, it is then expected that the Court will approve a full disclosure directly from the bank. The outcome of the request will then depend on whether the company commences litigation against Chaoda and its directors.

The company has not paid their annual listing fees in respect of the year ending 30 June 2020 but the securities are already suspended from official quotation.

read this article for an overview of problems often experienced by investors in Chinese based listed companies

The company releases the Chairman's Address to Shareholders.

The company releases the results of its meeting.

The securities of XPD Soccer Gear Group Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of XPD, pending the release of an announcement regarding the transfer of the Company's funds from China (PRC) to Australia.

The suspension of trading in the securities of XPD Soccer Gear Group Limited will be lifted immediately, following the release by XPD of an announcement responding to ASX's query letter dated 17 August 2018.

The company issues a response to ASX Letter.

The company lodges its Half Yearly Report and Accounts.

The company releases its Corporate Governance Statement.

The company releases its Appendix 4G.

The Company inadvertently breached LR 4.10.4 on p 67 of the Annual Report to 31 December 2017 as it released information indicating that Citicorp were a substantial shareholder in the Company with 124,750,152 shares. Citicorp are shown on the register as the major shareholder, however it is a nominee company and they do not hold these shares on their own behalf.

The company releases its Corporate Governance Review & Corporate Governance Plan.

The company issues a response to ASX query.

Under Listing Rule 17.6, any entity (if not already suspended) that has not paid its annual listing fees by close of business on Tuesday, 21 August 2018 will have its securities suspended from official quotation before the commencement of trading on Wednesday, 22 August 2018. In accordance with Listing Rule 16.5, entities that pay their annual listing fees after Tuesday, 21 August 2018 must pay by bank cheque only. Under Listing Rule 17.15, any entity that has not paid its annual listing fees as required by Listing Rule 16.5 by 5.00 pm AEST on Tuesday, 28 August 2018 will be removed from the Official List with effect from the close of trading on Tuesday, 28 August 2018.

The company releases a letter from ASX.

The company releases the results of meeting.

The company releases the Chairman's Address to Shareholders.

The company issues a response to ASX Query.

Following a scheduled ASX internal system change affecting the Market Announcements Platform, it has been necessary to re-apply the "˜Suspend' session state. This announcement serves to re-confirm the securities of this entity remain suspended.

The Company has requested an extension of the ASX to respond to their letter through to 10 August 2018 as the Directors are in transit and require to hold these meetings as planned. The ASX has agreed to provide an extension for the Company to respond to their questions by close of business on Friday 3 August 2018.

The company releases ASX's letter to XPD.

The company's AGM will be held at 10AM (AEST) on Friday 10 August 2018 at Marriott Hotel Surfers Paradise 158 Ferny Avenue Surfers Paradise QLD 4217.

The company lodges its Annual Report to shareholders.

The company releases its notice of meeting for the Company's 2017 Annual General Meeting to be held on 10 August on the Gold Coast.

The company issues a response to ASX query.

The company releases ASX's letter to XPD. ASX stated that, "given all of the issues and communications we have had with the Company concerning Chou Qin's multiple breaches of substantial holdings laws and the Company's multiple breaches of listing rule 3.19A.2, ASX is both surprised and extremely disappointed that there should be further breaches of these requirements". ASX asks XPD to respond separately to its questions and requests for information.

The company provides an update on the activities required by the pre-conditions to be met by the company prior to being reinstated. Chou Qin lodging a Form 604 has already been completed and so are the Mr. Zhang and Mr. Chang lodging a Form 3y and 3z respectively. XPD is able to confirm that Mr. Roger Steinepreis of Steinepreis Paganin has been appointed to undertake the review and recommendations. The lodgment of the Appendix 4E and Annual Report is primarily dependent upon the company concluding its audit for the year ended 31 December 2017. That audit commenced on 11 June 2018 and the audit partner advised that it should be concluded by the end of the first week in July. A decision in respect of a dividend payment must necessarily await the final results. Mr Sheather and Mr Lill expect to travel to China during July to discuss an issue and to assist them to provide all shareholders with a comprehensive update which is also expected to be part of the required Annual Report. Lastly, the holding of the AGM must also necessarily await the completion of the audit.

The company releases ASX's letter to XPD. While ASX has agreed not to remove XPD from the official list at this juncture, there are number of actions required to be taken by XPD before ASX will consider reinstating its securities to official quotation.

The company has averted the immmediate issue of being delisted. ASX have reserved their right to delist the company at any point. A key issue remains the lodgment of a Form 604 for the shareholder Chou Qin International Co. Limited to the satisfaction of the ASX and ASIC. Associated with that, and perhaps flowing from it, are the appropriate forms 3Z for retired Director Mr. Shui-Chao Chang and 3Y for incumbent Director Mr Jiamen Zhang. Whilst the Form 604 is the responsibility of the substantial shareholder, it has also become the responsibility of the Company as it is central to the eventual reinstatement of the Company. To that end the Company notes that: 234,904,834 shares were released from voluntary escrow on 21 November 2016 in favour of Chou Qin; On the same date Chou Qin executed a loan agreement whereby a significant number of these shares were pledged as part of a loan security; The share registry has provided the company with information as to all movements from Chou Qin immediately following the release from escrow; The directors have issued tracking notices late last week to a number of nominee companies that have been active in the movement of shares during 2017, or are currently holding significant parcels of shares.

The company issues a response to ASX queries.

The company has agreed to the resolution of the outstanding Federal Court action against it by Mejority Capital by the signing of a memorandum of consent to the orders sought by Mejority in the action. The Memorandum of Consent Orders has been filed today with the Federal Court. Subject to the Federal Court determining to make orders in terms of the Memorandum, the court proceedings by Mejority against XPD will be terminated and Mejority will obtain access to the documents it seeks.

The company has formally appointed the law firm, Steinepreis Paganin as its legal adviser to assist it with advice on and updating its corporate governance practices and policies. The role of Steinepreis Paganin will also be to assist XPD in resolving all matters for XPD to seek to have its securities re-instated to trading on the Australian Securities Exchange. ASX has agreed to extend the date for XPD to comply with the requirements set out in its letter to 30 March 2018.

As XPD Soccer Gear Group Limited is concentrating all efforts on its resumption of trading, the annual audit will be postponed to April 2018.

The company releases ASX's letter to the company regarding its removal from ASX's official list. Further remedial action is required by ASX no later than 9.30am AEDT on 16 March 2018. If XPD does not comply, ASX will remove XPD from the official list on Friday 16 March 2018 and refer the company and its directors to ASIC for consideration of appropriate regulatory action.

A first Directions hearing on the legal action taken by Mejority Capital was held on 7 February 2018 in the Federal Court in Perth. Solicitors representing XPD attended at the Federal Court and requested a four-week adjournment. Ultimately, the court ordered that: by 4PM on 9 March, XPD is to file and serve any affidavits in opposition to the applicatoin; by 4PM on 4 April 2018, Mejority is to file and serve any responsive affidavits; and the matter is adjourned to a directions hearing on the 11th April 2018.

The company releases the results of its general meeting. Resolution failed on show of hands.

The board of Mejority anticipate a further write-down to zero value in one of their core investment holdings, being that in XPD Soccer Gear Group Limited. Mejority has now commenced an action in the Federal Court of Australia seeking access to certain documents of XPD that will assist Mejority to determine whether or not to commence proceedings against XPD seeking damages and other relief with respect to the Loss. The application is listed for its initial hearing in the Federal Court in Perth on 7 February 2018.

The company issues a response to an ASX query.

Chou Qin International Co. Ltd, a substantial shareholder of XPD, is required to give ASX an updated substantial holder notice in accordance with the Corporations Act. Following the board changes announced on 27 October 2017, XPD is not in compliance with section 201A of the Corporations Act as it does not currently have two directors who ordinarily reside in Australia. XPD is currently seeking to appoint another Australian director.

The company issues a response to ASX query regarding director's interest notices.

The company issues a response to ASX query regarding director's interest notice.

The securities of XPD Soccer Gear Group Limited will be suspended from quotation immediately, in accordance with Listing Rule 17.3, pending the release of an announcement clarifying directors' interests in the securities of the Company.

listed entity carried for record purposes only