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Onion Global Limited (OG) Receives NYSE Notice Related to Late Filing of Its 2021 Annual Report

May 20, 2022 6:00 AM EDT

Onion Global Limited (NYSE: OG) today announced that it received a letter from the NYSE Regulation staff (the "NYSE"), dated May 18, 2022 (the "Delinquency Letter"), notifying the Company that the Company is not in compliance with the NYSE's continued listing requirements under the timely filing criteria pursuant to Section 802.01E of the NYSE Listed Company Manual as a result of the Company's failure to timely file the Form 20-F for the fiscal year ended December 31, 2021 (the "2021 Form 20-F") with the U.S. Securities and Exchange Commission (the "SEC").

The Company previously filed a Form 12b-25 with the SEC on April 29, 2022 for late filing of the 2021 Form 20-F, pursuant to which the 2021 Form 20-F was due to be filed by May 17, 2022. The Company expects to file the 2021 Form 20-F once the partial lockdowns across many cities in China are lifted so that certain audit procedures could be completed. The Company is currently unable to provide an anticipated filing date, given it is unable to estimate when the partial lockdowns and other COVID-related restrictions in mainland China will be lifted or eased.

As required by the Delinquency Letter, the Company will contact the NYSE to discuss the status of its 2021 Form 20-F within five business days of receipt of the Delinquency Letter.

The NYSE notified the Company that the NYSE will closely monitor the status of the Company's late filing and related public disclosures for up to a six-month period from the due date of the 2021 Form 20-F. If the Company fails to file its 2021 Form 20-F and any subsequent delayed filings within six months from the filing due date, the NYSE may, in its sole discretion, allow the Company's securities to trade for up to an additional six months depending on specific circumstances, as outlined in Section 802.01E of the NYSE Listed Company Manual. It is expected by the NYSE that the Company will submit an official request for the NYSE's consideration at the appropriate time. If the NYSE determines that an additional six-month trading period is not appropriate, suspension and delisting procedures will commence pursuant to Section 804.00 of the NYSE Listed Company Manual. If the NYSE determines that an additional trading period of up to six months is appropriate and the Company fails to file its 2021 Form 20-F and any subsequent delayed filings by the end of that period, suspension and delisting procedures will generally commence. Regardless of the procedures described above, the NYSE may commence delisting proceedings at any time during the period that is available to the Company to file the 2021 Form 20-F, if circumstances warrant.

To provide transparent information about an issuer's filing status, the NYSE maintains a list of late filers on www.nyse.com and identifies late filers with an "LF" indicator. This indicator, or another indicator or letter, may be appended to the Company's ticker symbol, "OG," signifying its status as a late filer. The Company expects to be posted to the late filers list on the Listing Standards Filing Status Page on www.nyse.com on May 24, 2022 and that an "LF" indicator will be appended to the Profile, Data and News pages of the Company's American depositary shares listed on the NYSE.

The Deficiency Letter has no immediate impact on the listing of the Company's ordinary shares represented by American depositary shares on the NYSE.



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