SGQ.V · 2024-06-28 12:00:00

Southgobi Announces Voting Results of Annual General Meeting; Appointment of Independent Non-Executive Director; Appointment of Lead Director; Change IN Composition of Board Committees; and Dissolution of Operations Committee

Management Changes Shareholder Meetings

June 28, 2024

SOUTHGOBI ANNOUNCES VOTING RESULTS OF

ANNUAL GENERAL MEETING;

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE

DIRECTOR; APPOINTMENT OF LEAD DIRECTOR;

CHANGE IN COMPOSITION OF BOARD COMMITTEES;

AND DISSOLUTION OF OPERATIONS COMMITTEE

VANCOUVER – SouthGobi Resources Ltd. (TSX-V: SGQ, HK: 1878) (“SouthGobi” or the

“Company”) hereby announces: (i) the resolutions set out in the Management Proxy Circular

of the Company dated May 13, 2024 (Vancouver time) (the “Circular”) were duly passed by

ballot at the annual general meeting (the “Meeting”) of the shareholders of the Company (the

“Shareholders”) held on June 27, 2024 (Vancouver time), at the Fairmont Waterfront Hotel,

900 Canada Place Way, Vancouver, British Columbia, Canada; (ii) the appointment of Mr. Fan

Keung Vic Choi as an independent non -executive director of the Company, with effect from

June 27, 2024 (Vancouver time); (iii) the appointment of Mr. Yingbin Ian He as the lead director

of the Company (the “Lead Director”), with effect from June 27, 2024 (Vancouver time) ; (iv)

the change in composition of board committees of the Company; and (v) the dissolution of

operations committee of the Company (the “Operations Committee”).

VOTING RESULTS OF THE MEETING

Reference is made to the Circular. Unless the context otherwise requires, the capitalized terms

used herein shall have the same meanings as those defined in the Circular.

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 132,914,920 200

To appoint BDO Limited, Certified Public

Accountants (Practicing), Hong Kong, as

auditors of the Company for the ensuing year

at a remuneration to be fixed by the board of

directors.

(99.99%) (0.01%)

ORDINARY RESOLUTION FOR AGAINST

2. Number of Directors

To fix the number of directors of the Company

to be elected at the Meeting at eight (8).

132,912,020

(99.04%)

1,281,950

(0.06%)

ORDINARY RESOLUTION FOR WITHHELD

(note (a))

3. Election of Directors

The following Director nominees proposed by management of the Company for election:

Ruibin Xu 132,914,920

(99.99%)

200

(0.01%)

Chonglin Zhu 132,914,920

(99.99%)

200

(0.01%)

Chen Shen 132,912,020

(99.99%)

3,100

(0.01%)

Zhu Gao 132,912,920

(99.99%)

2,200

(0.01%)

Zaixiang Wen 132,912,920

(99.99%)

2,200

(0.01%)

Yingbin Ian He 132,912,320

(99.99%)

2,800

(0.01%)

Jin Lan Quan 132,912,320

(99.99%)

2,800

(0.01%)

Fan Keung Vic Choi 132,912,920

(99.99%)

2,200

(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 and #3 above, all

such resolutions duly passed as ordinary resolutions at the Meeting.

Company was 295,768,529 Common Shares, being the total number of shares

entitling the holders to attend and vote on the resolutions proposed at the Meeting.

The full text of the aforesaid resolutions was set out in the Circular.

(d) Save as disclosed in note (a) above, there were (i) 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

Shareholder was required under the Hong Kong Listing Rules to abstain from voting

on the resolutions at the Meetin g and these were no restrictions on any Shareholder

casting vote on the resolutions proposed at the Meeting.

(e) None of the 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 principal share registrar, TSX Trust 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 telecommunication facilities. Of the non-executive

directors, Mr. Zaixiang Wen attended the Meeting through telecommunication facilities

and Mr. Zhu Gao was absent due to his other business commitments. The independent

non-executive directors, Mr. Yingbin Ian He attended the Meeting in person and Mr.

Fan Keung Vic Choi and Ms. Jin Lan Quan attended the Meeting through

telecommunication facilities.

There was no further item brought before the Meeting and no amendment or variation were

proposed at the Meeting.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Company is pleased to announce that Mr. Fan Keung Vic Choi was elected and appointed

as an independent non-executive director and appointed as Chair of the Compensation and

Benefits Committee and a member of the Audit and Nominating and Corporate Governance

Committees immediately upon conclusion of the Meeting.

The biographical details of Mr. Choi are as below:

Mr. Fan Keung Vic Choi, aged 59, is a solicitor of the High Court of Hong Kong. Since

September 2018, Mr. Choi has been a consultant solicitor of Messrs. Howse Williams, an

independent Hong Kong law firm, primarily focused on advising and representing banks an d

financial industry participants in defending investigations and prosecutions brought by

regulators and law enforcement agencies. He is an independent non-executive director of

Shoucheng Holding s Limited (HKEX stock code: 0697 ), an investment holding company

mainly engaged in the management of private funds and management and operations of car

parking assets.

Mr. Choi’s career has spanned over 40 years, with a focus on regulatory compliance,

compliance management, prevention and control of commercial crime and investigation and

has extensive experience in legal practice and, crime investigation and prosecution. In addition

to his practice at Messrs. Howse Williams, Mr. Choi has acted as General Counsel for listed

company and regulated fund management f irm. He was employed by HSBC Bank (China)

Co., Ltd. (May 2010 to December 2014), and served as deputy head of compliance, area

compliance office in China and head of compliance where he managed over 160 compliance

officers and was responsible for regulatory compliance and prevention and control of financial

crime in over 60 cities in China.

Mr. Choi obtained a bachelor degree, Post graduate certificate and a Master’s degree in Law

from the University of Hong Kong. He is a member of the Law Society of Hong Kong, a member

of the Association of Certified Fraud Examiners and a director on the Board of its Hong Kong

Chapter. He is a member of the Canadian Institute of Corporate Directors.

There is no specific term or proposed length of service for Mr. Choi as an independent non-

executive director but Mr. Choi 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. Choi

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.

As at the date of this announcement, save as disclosed above, Mr. Choi does not (i) hold any

directorships in other public companies, the securities of which are listed on any securities

market in Hong Kong or overseas, over the last three years preceding the date of this

announcement or other major appointments and professional qualifications; (ii) hold any other

position with any member of the Company and its subsidiaries (the “ Group”) and has not

previously held any other position with any member of the Group; (iii) have any interest in the

shares, underlying shares or debentures of the Company or any of its associated corporations

within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong); and (iv) have any relationship with any directors, senior management,

or substantial or controlling Shareholders.

Saved as disclosed above, there is no other information relating to the appointment of Mr.

Choi that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Hong Kong

Listing Rules nor any matters that need to be brought to the attention of the Shareholders.

The Board would like to welcome Mr. Choi for joinig the Board.

APPOINTMENT OF LEAD DIRECTOR AND CHANGE OF COMPOSITION OF BOARD

COMMITTEES

Mr. Mao Sun did not stand for re-election at the Meeting. Following the Meeting, Mr. Sun

ceased to be an independent non-executive director, the Lead Director of the Company , the

Chair of the Audit Committee, and a member of the Nominating and Corporate Governance

Committee and the Compensation and Benefits Committee.

Immediately following Mr. Sun’s cessation of the positions mentioned above, Mr. Yingbin Ian

He, an independent non -executive director of the Company, was appointed as the Lead

Director of the Company. Ms. Jin Lan Quan was appointed as the Chair of the Audit Committee.

The Board would like to take this opportunity to express its sincere gratitude to Mr. Sun for his

invaluable contributions to the Company and leadership to the Board during his tenure of

service.

DISSOLUTION OF OPERATIONS COMMITTEE

The Company advises that, as the Operations Committee has fulfilled its mandate, the Board

has approved the dissolution of the Operations Committee , effective June 27, 2024

(Vancouver, Canada).

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

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.

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