Voting Results of Annual and Special Meeting Of Shareholders Held on July 21, 2022
In This Article:
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
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
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.