Southgobi Announces Voting Results of Annual and Special General Meeting of Shareholders
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June 27, 2025
SOUTHGOBI ANNOUNCES VOTING RESULTS OF
ANNUAL AND SPECIAL GENERAL MEETING OF
SHAREHOLDERS
VANCOUVER – SouthGobi Resources Ltd. (TSX-V: SGQ, HK: 1878) (“SouthGobi” or the
“Company”) Reference is made to the Management Proxy Circular of SouthGobi Resources
Ltd. (the “ Company”) dated May 13 , 202 5 (Vancouver time) (the “ Circular”). Unless the
context otherwise requires, capitalized terms used herein shall have the same meanings as
those defined in the Circular.
The Company is pleased to announce that the Annual and Special General Meeting of the
shareholders of the Company was held on Thursday, June 26, 2025 at 6:00 p.m. (Vancouver
time), which is Friday, June 27, 2025 at 9:00 a.m. (Hong Kong time) (the “Meeting”) at Dentons
Canada LLP, 20th floor – 250 Howe Street, Vancouver, British Columbia, Canada.
VOTING RESULTS OF THE MEETING
In respect to the Meeting, the following sets forth a brief description of each matter which was
voted upon at the Meeting and the outcome of the vote:
ORDINARY RESOLUTION FOR WITHHELD
(note (a))
1. Appointment of Auditors
To appoint BDO Limited, Certified Public Accountants
(Practicing), Hong Kong, as auditors of the Company
for the ensuing year at a remuneration to be fixe d by
the board of directors.
135,747,876
(99.99%)
200
(0.01%)
ORDINARY RESOLUTION FOR AGAINST
2. Number of Directors 135,747,576
(99.99%)
500
(0.01%)
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To consider, and if thought advisable, to pass an
ordinary resolution fixing the number of directors of the
Company (“Directors”) to be elected at the Meeting at
eight, as described in the accompanying Circular.
ORDINARY RESOLUTION FOR WITHHELD
(note (a))
3. Election of Directors
To consider, and if thought advisable, to pass an
ordinary resolution to elect Ms. Jin Lan Quan, who has
been serving as an independent non -executive
Director for more than nine years, as director for the
ensuing year.
135,148,401
(99.56%)
599,675
(0.44%)
ORDINARY RESOLUTION FOR WITHHELD
(note (a))
4. Election of Directors
The following Director nominees proposed by management of the Company are:
Ruibin Xu 135,148,401
(99.56%)
599,675
(0.44%)
Chonglin Zhu 135,148,401
(99.56%)
599,675
(0.44%)
Chen Shen 135,148,401
(99.56%)
599,675
(0.44%)
Zhu Gao 135,747,576
(99.99%)
500
(0.01%)
Zaixiang Wen 135,747,876
(99.99%)
200
(0.01%)
Yingbin Ian He 135,148,401
(99.56%)
599,675
(0.44%)
Jin Lan Quan 135,148,401
(99.56%)
599,675
(0.44%)
Fan Keung Vic Choi 135,148,401
(99.56%)
599,675
(0.44%)
ORDINARY RESOLUTION FOR AGAINST
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5. Approval of March 2025 Deferral Agreement
To consider, and if thought advisable, to pass an
ordinary resolution of the Company’s disinterested
shareholders authorizing and approving the deferral
agreement dated March 20, 2025, between JD Zhixing
Fund L.P., the Company and certain of its subsidiaries
as more fully described in the accompanying Circular.
50,033,682
(99.99%)
200
(0.01%)
Notes:
(a) Please refer to the announcement of the Company dated April 3, 2023 (Vancouver
time) and the paragraphs headed “Majority Voting Policy for Directors” and “Majority
Voting Policy for Auditors” under the Circular for details of the waiver from Hong Kong
Listing Rules granted by HKEX on two -way voting and the relevant majority voting
policy adopted by the Company.
(b) As more than 50% of votes were cast in favor of resolutions #1, #2, #3, #4 and #5
above, all such resolutions duly passed as ordinary resolutions at the Meeting.
(c) As at the Record D ate of the Meeting, the total number of issued shares of the
Company was 296,704,666 Common Shares, being the total number of shares
entitling the holders to attend and vote on the resolutions proposed at the Meeting .
There were no repurchased shares pending cancellation or treasury shares held by
the Company. The full text of the aforesaid resolutions was set out in the Circular.
(d) Given that JDZF is involved in and interested in the March 2025 Deferral Agreement,
and the transactions contemplated thereunder, JDZF has abstained from voting at the
Meeting on the resolutions approving them. Accordingly, the 85,714,194 votes
attached to the Common Shares beneficially owned, or over which control or direction
is exercised, by JDZF were excluded from the vote to approve the March 2025 Deferral
Agreement.
Save as disclosed herein, (i) there were no Common Shares entitling the holders to
attend and abstain from voting in favor of any resolution at the Meeting as set out in
Rule 13.40 of the Hong Kong Listing Rules at the Meeting; and (ii) no other
Shareholder was required under the Hong Kong Listing Rules to abstain from voting
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on the resolutions at the Meeting and there was no restriction on any Shareholder
casting votes on the resolutions proposed at the Meeting.
(e) None of the disinterested Shareholders have stated their intention in the Circular to
vote against or to abstain from voting on any of the resolutions proposed at the Meeting.
(f) The Company’s share registrar, TSX T rust Company, acted as the scrutineer for the
vote-taking at the Meeting.
(g) The executive Directors, Messrs. Ruibin Xu, Chen Shen and Ms. Chonglin Zhu
attended the Meeting through the telecommunication facilities. Of the non -executive
Directors, Mr. Zaixian g Wen attended the Meeting through the telecommunication
facilities and Mr. Zhu Gao was absent due to his other business commitments . The
independent non-executive Directors, M essrs. Yingbin Ian He , Fan Keung Vic Choi
and Ms. Jin Lan Quan attended the Meeting through the telecommunication facilities.
There was no further item brought before the Meeting and no amendment or variation were
proposed at the Meeting.
About SouthGobi
SouthGobi, listed on the Hong Kong Stock Exchange and the TSX Venture Exchange, 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
Email: [email protected]
Mr. Ruibin Xu
Chief Executive Officer
Office: +1 604 762 6783 (Canada)
+852 2156 1438 (Hong Kong)
Website: www.southgobi.com
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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy
or accuracy of this release.