Southgobi Announces Voting Results of the Special Meeting
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August 30, 2023
SOUTHGOBI ANNOUNCES VOTING RESULTS OF THE
SPECIAL MEETING
VANCOUVER – SouthGobi Resources Ltd. (TSX-V: SGQ, HK: 1878) (“SouthGobi” or the
“Company”) announces that reference is made to the Management Proxy Circular of the
Company dated July 20, 2023 (Vancouver time) (the “Circular”) and the announcement of the
Company dated August 22, 20 23 (Vancouver time) (the “ Announcement”). Unless the
context otherwise requires, capitalized terms used herein shall have the same meanings as
those defined in the Circular and the Announcement.
The Company is pleased to announce that the postponed Special Meeting of the shareholders
of the Company (the “Shareholders”) which was originally scheduled for Wednesday, August
23, 2023, was held on Tuesday, August 2 9, 2023 at 7:30 p .m. (Vancouver time), which is
Wednesday, August 30, 2023 at 10:30 a.m. (Hong Kong time) (the “Postponed Meeting”) at
the office of Dentons Canada LLP, 20th floor – 250 Howe Street, Vancouver, British Columbia,
Canada. The following sets forth a brief description of the matter which was voted upon at the
Postponed Meeting and the outcome of the vote:
The following ordinary resolution was passed by a majori ty of the votes cast by ballot. The
result of the vote by ballot with respect to the above matter is shown below:
ORDINARY RESOLUTION FOR AGAINST
1. Approval of March 2023 Deferral Agreement
The disinterested Shareholders passed an ordinary
resolution authorizing and approving the deferral
agreement dated March 24, 2023 (the “ March 2023
Deferral Agreement”) between JD Zhixing Fund L.P.
(the “ Deferral Interested Shareholder ”), the
Company and certain of its subsidiaries as more fully
described in the Circular.
48,226,185
(99.99%)
4,200
(0.01%)
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Notes:
(a) As more than 50% of votes cast were in favor of resolution number 1, the resolution
was duly passed as an ordinary resolution at the Postponed Meeting.
(b) As at the date of the Postponed Meeting, the total number of issued shares of the
Company was 295,277,779 Common Shares, and the total number of Common
Shares entitling the holders to attend and vote on the resolution proposed at the
Postponed Meeting was 209,563,585. The full text of the aforesaid resolution was set
out in the Circular.
(c) Given that the Deferral Interested Shareholder is involved in and interested in the
March 2023 Deferral Agreement and the transactions contemplated thereunder, the
Deferral Interested Shareholder has abstained from voting at the Postponed 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
the Deferral Interested Shareholder, were excluded from the vote to approve the March
2023 Deferral Agreement. Save as disclosed herein, there were (i) no Common Shares
entitling the holders to attend and abstain from voting in favor of any resolution at the
Postponed Meeting as set out in Rule 13.40 of the Hong Kong Listing Rules at the
Postponed Meeting; and (ii) no Shareholder was required under the Hong Kong Listing
Rules to abstain from voting on the resolutions at the Postponed Meeting and there
were no restrictions on any Shareholder casting vote on the resolutions proposed at
the Postponed Meeting.
(d) 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
Postponed Meeting.
(e) The Company’s share registrar, TSX Trust Company, acted as the scrutineer for the
vote-taking at the Postponed Meeting.
(f) The executive Directors, Messrs. Ruibin Xu, Chen Shen and Ms. Chonglin Zhu
attended the Postponed Meeting through the telecommunication facilities. The non -
executive Directors, Messrs. Zhu Gao and Zaixiang Wen, attended the Postponed
Meeting through the telecommunication facilities. The independent non -executive
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Directors, Mr. Mao Sun, attended the Postponed Meeting in person and Mr. Yingbin
Ian He and Ms. Jin Lan Quan attended the Postponed Meeting through the
telecommunication facilities.
There were no further items brought before the Postponed Meeting and no amendments or
variations were proposed at the Postponed 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