Voting Results of Annual and Special Meeting Of Shareholders
Voting Results of Annual and Special Meeting Of Shareholders
Held on July 21, 2022
VANCOUVER, BC / ACCESSWIRE / July 22, 2022 / SouthGobi Resources Ltd. (TSX: SGQ,
HK: 1878) ("SouthGobi" or the "Company") announces the voting results of Annual and
Special Meeting of Shareholders. References are made to the notice of meeting (the "Notice")
and the Management Proxy Circular (the "Circular") of the Annual and Special Meeting of the
shareholders (the "Meeting") of SouthGobi Resources Ltd. (the "Company") dated June 22,
2022. Unless the context otherwise requires, capitalized terms used herein shall have the same
meanings as those defined in the Notice and the Circular.
The Circular may be viewed at, and downloaded from, the website of the Company at
www.southgobi.com, the website of Hong Kong Exchanges and Clearing Limited at
www.hkexnews.hk and the website of SEDAR at www.sedar.com.
Voting Results of the Meeting
The Company is pleased to announce that all the resolutions set out in the Circular and Notice
were duly passed by the Shareholders by way of either a show of hands or ballots at the Meeting
of the Company held on July 21, 2022.
The following sets forth a brief description of each matter which was voted upon at the Meeting
and the outcome of the vote:
ORDINARY RESOLUTIONS
1. Appointment of Auditors - BDO Limited, Certified Public Accountants (Practicing),
Hong Kong, was appointed as auditor of the Company to hold office for the ensuing
year or until their successors are appointed. The ordinary resolution was passed by a
majority of the votes cast by a show of hands.
The result of the vote by proxy with respect to the above matter is shown below:
Total votes in favour: 111,928,085(99.99%)
Total votes withheld: 7,950 (0.01%)
2. Fixing the Number of Directors - As more particularly described in the Circular, the
Company proposed an ordinary resolution at the Meeting to fix the number of directors
elected at the Meeting at: (i) six (6), in the event, and conditional upon, the proposed sale
transaction between Land Breeze S.a.r.l and JD Zhixing Fund L.P. (the "Land Breeze Sale
Transaction") completing prior to the date of the Meeting; or (ii) eight (8), in the event that
completion of the Land Breeze Sale Transaction did not occur prior to the date of the Meeting.
To the best of the Company's knowledge, the completion of the Land Breeze Sale Transaction
did not occur on or prior to the date of the Meeting. The ordinary resolution was passed by a
majority of the votes cast by a show of hands.
The result of the vote by proxy with respect to the above matter is shown below:
Total votes in favour: 111,928,085 (99.99%)
Total votes against: 7,950 (0.01%)
3. Election of Directors - As more particularly described in the Circular, in the event that
completion of the Land Breeze Sale Transaction did not occur prior to the date of the Meeting,
the eight director nominees (the "Incumbent Slate") set forth in the Circular would be
nominated to be elected as directors to hold office for the ensuing year or until their
successors are elected or appointed. To the Company's knowledge, the completion of the Land
Breeze Sale Transaction did not occur on or prior to the date of the Meeting.
The Incumbent Slate set forth in the Circular were elected as directors to hold office for
the ensuing year or until their successors are elected or appointed. The ordinary resolution
was passed by a majority of the votes cast by ballot.
The result of the vote by ballot with respect to the above matter is shown below:
Dalanguerban votes for:
votes withheld:
111,926,097(99.99%)
9,938(0.01 %)
Jianmin Bao votes for:
votes withheld:
111,926,097(99.99 %)
9,938(0.01 %)
Zhiwei Chen votes for:
votes withheld:
111,924,897 (99.99%)
11,138 (0.01%)
Yingbin Ian He votes for:
votes withheld:
111,924,897 (99.99%)
11,138 (0.01%)
Ka Lee Ku votes for:
votes withheld:
111,926,097(99.99 %)
9,938(0.01 %)
Ben Niu votes for:
votes withheld:
111,926,097(99.99 %)
9,938(0.01 %)
Jin Lan Quan votes for:
votes withheld:
111,928,085 (99.99%)
7,950 (0.01%)
Mao Sun votes for:
votes withheld:
111,928,085 (99.99%)
7,950 (0.01%)
4. Amendments to the Employees' and Directors' Equity Incentive Plan - The
shareholders approved certain amendments to the Company's Employees' and Directors'
Equity Incentive Plan (the "Equity Incentive Plan"), all as more particularly described in the
Circular. The ordinary resolution was passed by a majority of the votes cast by ballot.
The result of the vote by ballot with respect to the above matter is shown below:
Total votes in favour: 111,926,885 (99.99%)
Total votes against: 9,150 (0.01 %)
5. Shares issuable under the Equity Incentive Plan - The shareholders approved
27,425,442 Common Shares in the capital of the Company, being 10% of the number of
Common Shares issued and outstanding in the capital of the Company as of the date of the
Meeting at which shareholder approval was sought, may be allocated for issuance under the
Equity Incentive Plan. The ordinary resolution was passed by a majority of the votes cast by a
show of hands.
The result of the vote by proxy with respect to the above matter is shown below:
Total votes in favour: 111,926,885 (99.99%)
Total votes against: 9,150 (0.01 %)
SPECIAL RESOLUTION
1. Adoption of New Articles - The shareholders approved removing the Company's
current Articles in its entirety and adopting new Articles, all as more particularly
described in the Circular. The special resolution was passed by a majority of the votes
cast by ballot.
The result of the vote by ballot with respect to the above matter is shown below:
Total votes in favour: 111,924,897 (99.99%)
Total votes against: 11,138 (0.01 %)
The Hong Kong Stock Exchange has granted the Company a waiver from strict compliance with
Rule 13.39(4) of the Rules Governing the Listing of Securities on the Hong Kong Stock
Exchange ("Listing Rules") which requires that any vote of shareholders at a general meeting
must be taken by poll. Therefore, this announcement does not contain all the specific information
set out in Rule 13.39(5) of the Listing Rules.
The number of issued shares of the Company as at the date of the Meeting was 274,254,426
shares. The total number of shares entitling the holders to attend and vote on all resolutions at the
Meeting was 274,254,426 shares, representing 100% of the total number of issued shares of the
Company.
No Shareholder was required under the Listing Rules to abstain from voting on any of the
resolutions at the Meeting. No Shareholder who was entitled to attend the Meeting had to abstain
from voting in favour of the resolutions at the Meeting pursuant to Rule 13.40 of the Listing
Rules. There was no restriction on any Shareholder to cast votes on any of the proposed
resolutions at the Meeting. None of the Shareholders indicated his/her/its intention in the
Circular to vote against or to abstain from voting on any of the resolutions at the Meeting.
The Company's transfer agent, TSX Trust Company, was appointed as the scrutineer at the
Meeting for the purpose of vote-taking.
About SouthGobi
SouthGobi, listed on the Toronto 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
Office: +852 2156 1438 (Hong Kong)
+1 604 762 6783 (Canada)
Email: [email protected]
Website: www.southgobi.com
SOURCE: SouthGobi Resources Ltd.