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ANNUAL REPORT 2016 2016 Annual Report 201 6 年年報 年年報

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ANNUAL REPORT 2016 2016 Annual Report 201 6 年年報 年年報 TSX: SGQ HKEX: 1878 TSX: SGQ HKEX: 1878 SouthGobi Resources Ltd. 年 報 南戈壁資源有限公司 ANNUAL REPORT 2016 2016 Annual Report 201 6 年年報 年年報 www.southgobi.com www.southgobi.com SouthGobi Resources Ltd. Annual Report 2016 Contents 3 Message from the CEO 6 Board of Directors 12 Directors’ Report 20 Corporate Governance Report 40 Management’s Discussion and Analysis of Financial Condition and Results of Operations 110 Environmental, Social and Governance Report 118 Consolidated Financial Statements 172 Corporate Information SouthGobi Resources Ltd. (the “Company” or “SouthGobi”) is focused on the exploration, development and production of its coking coal deposits in Mongolia’s South Gobi Region. The Company has a 100% shareholding in SouthGobi Sands LLC, the Mongolian registered company that holds SouthGobi’s mining and exploration licenses in Mongolia and operates the flagship Ovoot Tolgoi coal mine. Ovoot Tolgoi produces and sells coal to customers in China. English text of this Annual Report shall prevail over the Chinese text in case of inconsistencies. SouthGobi Resources’ project Local mine Russia Documented coal occurrence Murun Sukhbaatar Permian-Age coal-bearing basin Railway Planned railway Erdenet Choibalsan Ulaanbaatar Russia Mongolia Ulaanbaatar Mongolia Beijing Soumber Seoul China Deposit Sainshand Shanghai Ovoot Tolgoi Tavan Tolgoi Complex Dalanzadgad Erenhot Oyu Tolgoi Gashuun Sukhait Shivee Khuren Ganqimaodao Ceke Jinquan Industrial Bayan Obo Ejinaqi centre Jining Zag Suuj Linhe Zhangjiakou Deposit Wuyuan Hohhot Port of Qinhuangdao Baotou Beijing Wuhai Datong Tangshan Jiuquan Jinchang Port of Tianjin Jiayuguan Yinchuan China BOHAI GULF Steel-making (to Pacific Ocean) industrial centre Zhongwei Taiyuan Lanzhou 3 SOUTHGOBI RESOURCES LTD. MESSAGE FROM THE CEO SouthGobi has challenged through 2016 with improved In late 2016, the Company has entered into the Real operating and financial results although the situation Estate Project in Ulaanbaatar of Mongolia as a trade faced by the Company remained difficult. The company receivables settlement agreement from one of its has increased coal productions, expanded its customer customers in which 200 residential units and 40 car base, improved its coal sales revenue, narrowed its parks will be transferred to SouthGobi as a consideration gross loss and net loss, and enhanced its cash flow valued at $12 million. The company believes that having management. All these achievements are as a result of this diversified business sector could bring additional the valued contributions from SouthGobi’s employees revenue path with the sales are expected to commence over the year, on behalf of the board and the management in the second quarter of 2017. team, I would like to thank every staff member for Regarding the tax investigation case in Mongolia, the their effort. We look forward to continue propelling the Company has made cash payment of $2.4 million Company forward. during 2016 as partial settlement of the Tax Penalty. In In the first half of 2016, the coal prices and market November 2016, the Company has signed the operation conditions in China remained weak, however, towards agreement with Erdenese Tavan Tolgoi, which was the second half, there is a modest recovery of the coal approved by the Government of Mongolia, to perform market as China implemented several national policies: mining operation equivalent to $8.3 million during i) to reduce its coal production in order to address the November 2016 and February 2017, to further partially overcapacity issue in the medium term; ii) to reduce the settle the Tax Penalty. number of working days of domestic coal miners; and Looking forward to 2017, SouthGobi believe that it iii) to disapprove of greenfield coal mine construction is well positioned to capture the resulting business in the next few years. Following the implementation of opportunities between China and Mongolia, following these measures, the coal supply in China was under the implementation of the “One Belt, One Road” control and therefore the overall coal prices started program in China. The Company remains cautiously to pick up along 2016. SouthGobi was able to benefit optimistic regarding the coal market which is expected from these measures which resulted with the increase to continue stabilizing which also depends on any further average selling price although the impact was partially governmental policy to be implemented by China. The offset by the depreciation of RMB against USD. Company will continue to strive for revenue growth by Throughout the year, Management continued to enhancing our sales strategy and expanding the sales implement measures to improve operation efficiency network. We will also start the coal washing operation and productivity while maintaining product quality. to beneficiate a portion of its coal into washed coal For instance, to reduce working capital by optimizing products in order to meet increasing market demand cash flow management, to enhance sales strategy for higher quality coal. Safety is still our top priority and by expanding the customer base, to improve the we remain vigilant to ensure we continue to operate in liquidity situation by obtaining more prepayments from a socially responsible manner. The Company is also customers, and utilizing the trade financing in order evaluating various other business opportunities beside to speed up the collection cycle and lengthening the coal mining and coal trading which aims to widen the payable turnover cycle. The Company has also started business profile and committed to contribute to the long engaging contract mining companies to enhance the term development of Mongolia. flexibility of production level. Furthermore, the Company On behalf of the Board of Directors and the Management has formed a Strategic Advisory Board to provide non- team, I would like to thank all SouthGobi staff, the binding strategic guidance and advice to the Board communities and authorities of Mongolia, our customers, of Directors regarding ongoing business activities and suppliers and you our shareholders for all your support initiatives to evaluate from an independent perspective. throughout these challenging times. Aminbuhe Executive Director and Chief Executive Officer Bridge between Mongolia and China The Company is well positioned to capture the resulting business opportunities between the two countries given i) strong strategic support from its largest shareholders (CIC and Cinda (Novel Sunrise’s parent company)), which are both state-owned-enterprises in China; and ii) the Company has a strong operational record for ten years in Mongolia, being one of the largest enterprises in the country. 6 / 7 Annual Report 2016 BOARD OF DIRECTORS Ningqiao Li Aminbuhe Executive Chairman of the Board and Executive Executive Director and Chief Executive Officer Director Mr. Li, 53, was appointed to the Board of Directors Mr. Aminbuhe, 41, joined the Company as a Non- on May 15, 2015 as a Non-Executive Director and Executive Director on August 6, 2015 and became an became an Executive Director on September 17, 2015 Executive Director on September 1, 2015 upon his when he was appointed Executive Chairman. appointment to the position of Chief Executive Officer at that time. Mr. Li has approximately 30 years’ experiences in enterprise management, corporate governance He is a coal mining professional with diverse senior and strategic investment. He also has experience experience that includes sales and marketing, in the real estate, energy, and financial institution exploration, logistics, business development and Hong industries. In addition to his directorship with the Kong public company disclosure requirements. Mr. Company, Mr. Li is the Senior Advisor of Convoy Aminbuhe previously held the position of Executive Investment Services Limited; a Hong Kong based Director at National United Resources Holding Limited securities company. Previously, Mr. Li was a Director (“NUR”); a Hong Kong listed commodity trading of Novel Sunrise Investments Limited and China and investment company operating in China and Orient Group Corporation Ltd., and held the positions Mongolia. Prior to his position at NUR, Mr. Aminbuhe of Senior Advisor of United Energy Group Limited as was Chairman and President of Inner Mongolia Ejina well as several senior management positions in China Jin Yun Kun Tai Industrial Development Co. Ltd., a National Real Estate Development Group Corporation. leading coal trading company operating in China and Mongolia. Mr. Aminbuhe also owned and operated Mr. Li graduated from Tsinghua University and holds Inner Mongolia Rong Chun Coal Co. Ltd., with its coal a Bachelor of Engineering Degree. Mr. Li is a member mine located in Inner Mongolia of China. of the Canadian Institute of Corporate Directors. Mr. Aminbuhe graduated from the Beijing Institute of Technology with a Bachelor Degree in Management Engineering and is a member of the Canadian Institute of Corporate Directors. 7 SOUTHGOBI RESOURCES LTD. BOARD OF DIRECTORS Yulan Guo Joseph Belan Executive Director and Chief Financial Officer Independent Non-Executive Director Mr. Guo, 32, joined the Company as a Non-Executive Mr. Belan, 43, joined the Board of Directors on August Director on May 15, 2015 and became an Executive 16, 2016 as an independent Non-Executive Director. Director on July 26, 2015 upon his appointment to Mr. Belan is the Chairman and founder of Novatrek the position of interim Chief Executive Officer at Capital Gmblt, a corporate advisory and investment
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