SouthGobi announces re-designation of Lead Director, election of non-executive director, shareholders’ meeting voting results and adjournment of special business
1
May 31, 2019
SouthGobi announces re-designation of Lead Director,
election of non-executive director, shareholders’ meeting
voting results and adjournment of special business
VANCOUVER – SouthGobi Resources Ltd. (TSX: SGQ, HK: 1878) (“SouthGobi” or the
“Company”) announces that the voting results of the annual and special meeting (the
“Meeting”) of shareholders of the Company held in Vancouver, Canada on May 30, 2019. The
Company is also pleased to announce that the board of directors of the Company has re -
designated Mr. Mao Sun, currently Interim Independent Lead Director, as Lead Director
effective today. Mr. Ben Niu has elected as a non-executive director of the Company effective
today.
At the Meeting, the majority of the Company’s shareholders voted in favour of the following
matters as set out in the Company’s management proxy circular dated April 23, 2019 (the
“Information Circular”), a copy of which is available under the Company’s profile on SEDAR
at www.sedar.com:
appointing PriceWaterhouseCoopers LLP, Chartered Accountants, as auditors of the
Company for the ensuing year and authorizing the board of directors of the Company
to fix the auditors’ remuneration;
fixing the number of directors of the Company at eight; and
the election of Messrs. Shougao Wang, Zhiwei Chen, Yingbin Ian He, Xiaoxiao Li, Ben
Niu, Mao Sun, Wen Yao and Ms. Jin Lan Quan as directors of the Company for the
ensuing year.
With respect to the election o f Directors, each of the following eight nominees proposed by
the management and listed in the Circular has been elected as a director of the Company until
the next annual general meeting of Shareholders, or until such person’s successor is elected
or appointed, with the following results:
2
Zhiwei Chen votes for:
votes withheld:
64,941,161 (99.88%)
77,199 (0.12%)
Yingbin Ian He votes for:
votes withheld:
65,009,649 (99.99%)
8,711 (0.01%)
Xiaoxiao Li votes for:
votes withheld:
64,941,161 (99.88%)
77,199 (0.12%)
Ben Niu votes for: 64,941,161 (99.88%)
votes withheld: 77,199 (0.12%)
Jin Lan Quan votes for:
votes withheld:
65,009,649 (99.99%)
8,411 (0.01%)
Mao Sun votes for:
votes withheld:
65,009,649 (99.99%)
8,411 (0.01%)
Shougao Wang votes for: 64,941,161 (99.88%)
votes withheld: 77,199 (0.12%)
Wen Yao votes for:
votes withheld:
64,940,511 (99.88%)
77,849 (0.12%)
At the AGM, Mr. Ben Niu (“’Mr. Niu”), aged 33, was elected as a non-executive director of the
Company with effect from May 30, 2019. Mr. Niu is currently a Vice President of CIC Capital
Corporation (“CIC Capital”), a wholly owned subsidiary of China Investment Corporation (“CIC”)
and is responsible for evaluating investment opportunities in the metals and mining industry
and management of CIC Capital’s existing portfolio assets in the same sector. Prior to joining
CIC Capital in 2019, Mr. Niu was a Senior Manager at China Minmetals Corporat ion,
responsible for its overseas mining strategy, commodity analysis and M&A in the mining sector.
Through his experience at China Minmetals Corporation and its subsidiaries, Mr. Niu has
developed an extensive understanding of global mining development t rends, commodity
attractiveness and investment opportunity selection.
3
Mr. Niu received his Bachelor and Master degrees from Tsinghua University, majoring in
Electronic Engineering.
There is no specific term or proposed length of service for Mr. Niu as non -executive director
but Mr. Niu will be subject to retirement and re -election at the annual general meeting of the
Company in accordance with the articles of continuation of the Company. Consistent with
existing Directors’ compensation, the director’s fees for Mr. Niu will be determined by the board
of directors of the Company (the “Board”) based on the recommendation of the Compensation
and Benefits Committee of the Board, which is comprised of independent non -executive
directors of the Company.
Ms. Lan Cheng did not stand for re-election at the Meeting. Following the Meeting, Ms. Cheng
ceased to be a non-executive Director, and a member of the Health, Environment, Safety and
Social Responsibility Committee.
Immediately prior to the Meeting, the Company le arned that one of its largest shareholders
was unable to vote its shares prior to the voting cut -off time as a result of experiencing
technical difficulties in depositing its voting instruction form with the relevant Hong Kong
intermediary. In light of the foregoing, and after consideration of the potential consequences
to the Company if the 2019 Deferral Agreement (as defined in the Information Circular) is not
approved, the board of directors of the Company determined that it was in the best interest of
the Company to adjourn the Meeting and to extend the time for depositing proxies in order to
provide shareholders with additional time to vote their shares in respect of the resolution
approving the 2019 Deferral Agreement. Accordingly, upon completion of the annual business
matters, the Meeting was adjourned until 10:00 a.m. (Vancouver time) on Thursday, June 13,
2019 at the offices of Dentons Canada LLP, 20th Floor – 250 Howe Street, Vancouver, British
Columbia (the “Adjourned Meeting”).
As a result, both registered and non-registered shareholders will continue to have the right to
vote their common shares in respect of the resolution approving the 2019 Deferral Agreement
(but not on the annual business matters approved at the Meeting) and to appoint a person to
attend and represent them at the Adjourned Meeting up to one hour prior to its commencement
by following the detailed directions set out in the Information Circular. The record date for the
determination of shareholders entitled to vote at the Adjourned Meeting remains unchanged,
being April 8, 2019. In order to vote by proxy in respect to the resolution approving the 2019
Deferral Agreement, proxies must be received by AST Trust Company (Canada) no later than
9:00 a.m. (Vancouver time) on Thursday, J une 13, 2019 (which is 12:00 a.m. (Hong Kong
time) on Friday, June 14, 2019).
4
If there is any inconsistency or discrepancy between the English version and the Chinese
version, the English version shall prevail.
About SouthGobi
SouthGobi, listed on the Toro nto and Hong Kong stock exchanges, owns and operates its
flagship Ovoot Tolgoi coal mine in Mongolia. It also holds the mining licences of its other
metallurgical and thermal coal deposits in South Gobi Region of Mongolia. SouthGobi
produces and sells coal to customers in China.
Contact:
Investor Relations
Kino Fu
Office: +852 2156 7030 (Hong Kong)
+1 604 762 6783 (Canada)
Email: [email protected]
Website: www.southgobi.com