SGQ.V · 2023-06-22 12:00:00

Southgobi Announces Voting Results of Annual General Meeting; Change of Directors; Change IN Composition of Board Committees; and Retirement of President

Management Changes Shareholder Meetings

June 22, 2023

SOUTHGOBI ANNOUNCES VOTING RESULTS OF ANNUAL

GENERAL MEETING; CHANGE OF DIRECTORS; CHANGE

IN COMPOSITION OF BOARD COMMITTEES; AND

RETIREMENT OF PRESIDENT

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

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

of the Company dated May 18, 2023 (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 20, 2023 (Vancouver time), at the offices of Dentons Canada

LLP, 20th floor – 250 Howe Street, Vancouver, British Columbia, Canada; (ii) the Company’s

Chief Executive Officer (the “CEO”), Mr. Ruibin Xu was elected as an executive director of the

Company (each, a “Director”) and appointed the Chair of the Health, Environment, Safety and

Social Responsibility Committee (the “ HESS Committee”) and a member of the Operations

Committee (the “Operations Committee”) immediately upon conclusion of the Meeting; (iii)

Mr. Dong Wang ceased to be a non-executive Director, the Chair of the HESS Committee and

a member of the Operations Committee immediately upon conclusion of the Meeting; and (iv)

Mr. Dalanguerban retired from his role as the Company’s President.

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 WITHHOLD

(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 fixed by

the board of directors.

131,897,257

(99.9998%)

200

(0.0002%)

ORDINARY RESOLUTION FOR AGAINST

2. Number of Directors

To fix the number of directors of the Company

(“Directors”) to be elected at the Meeting at eight.

131,896,957

(99.10%)

1,203,150

(0.90%)

ORDINARY RESOLUTION FOR WITHHOLD

(note (a))

3. Election of Directors

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

ZHU GAO 131,887,257

(99.99%)

10,200

(0.01%)

YINGBIN IAN HE 131,887,257

(99.99%)

10,200

(0.01%)

JIN LAN QUAN 131,887,257

(99.99%)

10,200

(0.01%)

CHEN SHEN 131,885,757

(99.99%)

11,700

(0.01%)

MAO SUN 131,887,257

(99.99%)

10,200

(0.01%)

ZAIXIANG WEN 131,887,257

(99.99%)

10,200

(0.01%)

RUIBIN XU 131,887,257

(99.99%)

10,200

(0.01%)

CHONGLIN ZHU 131,887,257

(99.99%)

10,200

(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.

295,226,779 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 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 Meeting 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 the telecommunication facilities. The non -executive

Directors, Messrs. Zhu Gao and Zaixiang Wen attended the Meeting through th e

telecommunication facilities. The independent non -executive Directors, Mr. Mao Sun

attended the Meeting in person and Mr. Yingbin Ian He and Ms. Jin Lan Quan attended

the Meeting through the telecommunication facilities.

There were no further items brou ght before the Meeting and no amendments or variations

were proposed at the Meeting.

CHANGE OF DIRECTORS AND COMPOSITION OF BOARD COMMITTEES

The Company is pleased to announce that the Company’s CEO, Mr. Ruibin Xu (“Mr. Xu”) was

elected as an executive Director and appointed as Chair of the HESS Committee and a

member of the Operations Committee immediately upon conclusion of the Meeting.

The biographical details of Mr. Xu is as below:

Mr. Ruibin Xu, aged 52, has over 1 5 years’ of experience in the energy and coal logistics

industry, as well as financial investment. Mr. Xu served as a director and board secretary of

Inner Mongolia Dajiang Runye Industrial Group Co. Ltd. (“Dajiang Group”) from 2021 to 2023,

where he was responsible for development strategy, energy investment, and capital operation

affairs of the Dajiang Group. He also held the position of general manager in a subsidiary of

Dajiang Group between 2018 and 2021. Before joining Dajiang Group, Mr. Xu served as the

deputy general manager and board secretary of Inner Mongolia Zheng Tang Co. Ltd. from

2016 to 2018. Prior to that, he held the position of director in an investment company located

in Inner Mongolia, China and worked for several companies in the financial investment industry.

Mr. Xu has extensive experience in corporate governance, corporate financing and enterprise

management.

Mr. Xu graduated from Inner Mongolia Radio and TV University in 2000 with a major in

Computer Application (Financial Management). He obtained his Master's degree in Business

Administration from Inner Mongolia University in 2007. In 2010, Mr. Xu obtained the

qualification as a lawyer and an intermediate economist in China. In 2015, he completed an

EMBA program at Inner Mongolia University.

There is no specific term or proposed length of service for Mr. Xu as executive director but Mr.

Xu 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. Xu 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. Xu 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 Futu res 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. Xu

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. Xu for joining the Board.

Mr. Dong Wang (“Mr. Wang”) was not nominated for re-election at the Meeting. Following the

Meeting, Mr. Wang ceased to be a non-executive Director, the Chair of the HESS Committee

and a member of the Operations Committee.

RETIREMENT OF PRESIDENT

The Company hereby announces that Mr. Dalanguerban, the President of the Company, will

retire from his position with effect from June 21, 2023 (Hong Kong time). Mr. Dalanguerban

has confirmed that he has no disagreement with the Board or the senior management of the

Company, and that there are no matters relating to his resignation that need to be brought to

the attention of the Shareholders and the Hong Kong Stock Exchange. The Board expressed

its great gratitude to Mr. Dalanguerban for his leadership, guidance and comm itment to the

Company since his appointment in 2020.

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

Executive Director and Chief Executive Officer

Office: +1 604 762 6783 (Canada)

+852 2156 1438 (Hong Kong)

Website: www.southgobi.com

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