SouthGobi announces voting results at the annual general meeting; Appointment of an independent non-executive director; Appointment of a lead director; Change in the composition of Management Board Committees; And dissolution of the Operational Committee

VANCOUVER, BC / ACCESSWIRE / June 28, 2024 / SouthGobi Resources Ltd. (TSX-V:SGQ)(HK:1878) (“South Gobi” or “Business“) hereby announces: (i) the resolutions contained in the Company’s Board of Directors Circular dated May 13, 2024 (Vancouver time) (“Circular“) have been duly adopted by vote at the annual general meeting (“Meeting“) shareholders of the Company (hereinafter referred to as “Shareholders“) to be 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 a lead director of the Company (the “Chief director“), effective June 27, 2024 (Vancouver time); (iv) change in the composition of the committees of the Company’s Board of Directors; and (v) dissolution of the Company’s operating committee (the “Operations Committee“).

VOTING RESULTS OF THE MEETING

Reference is made to the Circular. Unless the context otherwise requires, capitalized terms used in this document have the same meaning as those defined in the Circular.

With respect to the Meeting, the following is a brief description of each matter voted on at the Meeting and the results of the votes:

Comments:

1. For details of the granted exemption from the Hong Kong Stock Exchange Listing Rules, please refer to the Company’s announcement dated 3 April 2023 (Vancouver time) and the paragraphs entitled “Majority Voting Policy for Directors” and “Majority Voting Policy for Auditors” in the Circular issued by HKEX on Bilateral Voting and the relevant majority voting policy adopted by the Company.

2. As more than 50% of the votes were cast in favour of resolutions Nos. 1, 2 and 3 above, all these resolutions were duly adopted as ordinary resolutions at the Meeting.

3. As of the Record Date of the Meeting, the total number of shares issued by the Company was 295,768,529 Ordinary Shares, which is the total number of shares entitled to participate in and vote on resolutions proposed at the Meeting. The full text of the aforementioned resolutions is included in the Circular.

4. Except as disclosed in note (a) above, (i) there were no ordinary shares entitling their holders to attend and abstain from voting on any resolution at the Meeting in accordance with 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 any resolutions at the Meeting and there were no restrictions on a Shareholder from voting on any resolutions proposed at the Meeting.

5. None of the Shareholders expressed in the Circular their intention to vote against or refrain from voting on any resolution proposed at the Meeting.

6. The principal registrar of shares of the Company, TSX Trust Company, acted as scrutineer for the voting at the Annual Meeting.

7. The executive directors, Mr. Ruibin Xu, Mr. Chen Shen and Mrs. Chonglin Zhu, attended the Meeting through telecommunications facilities. Of the non-executive directors, Mr. Zaixiang Wen attended the Meeting through telecommunications facilities and Mr. Zhu Gao was absent due to other official duties. The independent non-executive directors, Mr. Yingbin Ian He, attended the Meeting in person and Mr. Fan Keung Vic Choi and Mrs. Jin Lan Quan attended the Meeting through telecommunications facilities.

The story continues

No further items were tabled at the Meeting and no amendments or changes were tabled at the Meeting.

APPOINTMENT OF AN INDEPENDENT NON-PROFESSIONAL DIRECTOR

The Company is pleased to announce that Mr. Fan Keung Vic Choi has been elected and appointed as an independent non-executive director and appointed as the chairman of the Remuneration and Benefits Committee and a member of the Audit Committee, Nomination Committee and Corporate Governance Committee immediately following the meeting.

Mr. Choi’s biographical details are as follows:

Mr. Fan Keung Vic Choi, aged 59, is a lawyer of the Supreme Court of Hong Kong. Since September 2018, Mr. Choi has been a legal consultant at Howse Williams Law Firm, an independent Hong Kong law firm whose principal practice is advising and representing banks and financial industry participants in defending against investigations and prosecutions brought by regulatory and law enforcement authorities. He is an independent non-executive director of Shoucheng Holdings Limited (HKEX share code: 0697), an investment holding company primarily engaged in private fund management and the management and operation of parking assets.

Mr. Choi’s career has spanned over 40 years with a focus on regulatory compliance, compliance management, commercial crime prevention and control, and investigations, and he has extensive experience in legal practice and criminal investigation and prosecution. In addition to practice at Messrs. Howse Williams, Mr. Choi served as general counsel for a publicly traded company and a regulated fund management company. He was employed at HSBC Bank (China) Co., Ltd. (May 2010 to December 2014) and served as Deputy Chief Compliance Officer, China Regional Compliance Office and Chief Compliance Officer, where he managed over 160 compliance officers. compliance and was responsible for regulatory compliance and financial crime prevention and control in over 60 cities in China.

Mr. Choi holds a Bachelor’s degree, a Postgraduate Certificate and a Master of Laws from the University of Hong Kong. He is a Fellow of the Law Society of Hong Kong, a Fellow of the Association of Certified Fraud Examiners and a Director of the Board of its Hong Kong Branch. He is a Fellow of the Canadian Institute of Corporate Directors.

There is no specified term or proposed seniority for Mr. Choi as an independent non-executive director, however, Mr. Choi will retire and be re-elected at the annual general meeting of the Company in accordance with the going concern provisions of the Company. In accordance with the current directors’ remuneration, Mr. Choi’s director remuneration will be determined by the board of the Company (the “Board“) based on the recommendation of the Remuneration and Benefits Committee of the Management Board, which consists of the Company’s independent non-executive directors.

As of the date of this announcement, except as set out above, Mr. Choi has not (i) during the preceding three years held any directorship in any other public company whose securities are listed on any stock market in Hong Kong or abroad prior to the date of this announcement or other valid professional appointments and qualifications; (ii) hold any other position with any member of the Company and its subsidiaries (“Group“) and has not previously held any other position with any member of the Group; (iii) has no interest in any shares, underlying shares or debentures of the Company or any of its associated companies within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (iv) has no relationship with any directors, senior managers or significant or controlling Shareholders.

Subject to the disclosure above, there is no other information relating to the appointment of Mr Choi which requires disclosure under Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules nor any matters which should be brought to the attention of Shareholders.

The Board would like to welcome Mr. Choi to join the Board.

APPOINTMENT OF THE LEADING DIRECTOR AND CHANGE OF THE COMPOSITION OF THE MANAGEMENT BOARD COMMITTEE

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, a lead director of the company, a chairman of the audit committee and a member of the nomination and corporate governance committee and the remuneration and benefits committee.

Immediately following Mr. Sun’s termination of his above-mentioned duties, Mr. Yingbin Ian He, an independent non-executive director of the Company, was appointed Chief Executive Officer of the Company. Ms. Jin Lan Quan was appointed 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 his leadership of the Board during his tenure.

DISSOLUTION OF THE OPERATIONS COMMITTEE

The Company announces that because the Operating Committee has fulfilled its mandate, the Board has approved the dissolution of the Operating Committee with effect from 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 has concessions for other metallurgical and thermal coal deposits in the South Gobi region of Mongolia. SouthGobi produces and sells coal to customers in China.

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.

SOURCE: SouthGobi Ltd Resources

View original press release on accesswire.com