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Form Serial Number: |
CS20260722E00074 |
| 1.
Date of relevant event: |
10/07/2026
(dd/mm/yyyy)
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| 2.
Date when the substantial shareholder becomes aware of the relevant event / interest in the shares (if later): |
(dd/mm/yyyy)
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| 3.
Stock code: |
01878 |
| 4.
Name of listed corporation: |
SouthGobi Resources Ltd. |
| 5.
Class of shares: |
Ordinary Shares |
| 6.
Number of issued shares in class: |
297,051,666 |
| 7.
Name of substantial shareholder: |
Inner Mongolia Tianyu Trading Limited |
| 8.
Registered office: |
6/F, Manulife Place, 348 Kwun Tong Road, Kowloon |
| 9.
Principal place of business in Hong Kong: |
6/F, Manulife Place, 348 Kwun Tong Road, Kowloon |
| 15.
Exchange on which listed: |
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| 16.
Name of listed parent and exchange on which parent is listed: |
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| 17.
Details of relevant event: |
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Brief description of relevant event
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Capacity in which shares were/are held
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Number of shares bought/sold or involved |
Currency of transaction |
On Exchange
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Off Exchange
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| Before relevant event
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After relevant event
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Highest price (per share)
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Average price (per share)
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Average consideration (per share)
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Nature of consideration
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Long position |
| 1213 | The percentage level of your interest in the shares has reduced because:
any other event (you must briefly describe the relevant event in the Supplementary Information box) |
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| 2201 | Interest of corporation controlled by you |
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| 2201 | Interest of corporation controlled by you |
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82,140,266 |
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| Short position |
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| 18.
Total shares immediately before the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 268,644,428 | 90.44 |
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| 19.
Total shares immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 186,504,162 | 62.79 |
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| 20.
Capacity in which interests disclosed in Box 19 are held: |
| Capacity code | Number of shares |
| 2201 | Interest of corporation controlled by you |
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| 21.
Further information in respect of derivative interests: |
| Derivatives code | Number of shares |
| 4107 | Unlisted derivatives - Convertible instruments |
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| 22.
Further information in relation to interests of corporations controlled by substantial shareholder: |
| Name of controlled corporation | Address and place of incorporation | Name of controlling person | % control | Direct interest (Y/N) | Number of shares |
| JD Zhixing Fund L.P. | 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, George Town, Cayman Islands (Cayman Islands) | Inner Mongolia Tianyu Trading Limited (as limited partner) | 100.00 | Y | |
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| 23.
Further information in relation to interests held by substantial shareholder jointly with another person: |
| Name of joint shareholder | Address | Number of shares |
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| 24.
Further information from a trustee, a beneficiary of a trust, or a person who set up a discretionary trust: |
| Names of trust | Address | Status code | Number of shares |
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| 25.
Further information from a party to an agreement under Section 317 (Please see Notes for further information required): |
| Names of other parties | Address | Number of shares |
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| Total number of shares in which a substantial shareholder is interested under sections 317 and 318 | |
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| 26.
Details of person(s) in accordance with whose directions the substantial shareholder or its directors are accustomed to act: |
| Names | Address | Relationship Code | Percentage (%) |
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| 27.
Supplementary information: |
JD Zhixing Fund L.P. sold its right to the Assigned PIK Interest (per the Company's 13 July 2026 announcement), convertible into fully paid shares. For illustrative purposes: this form assumes a 13 July 2026 payment date (VWAP of CAD0.327/share; CAD:USD rate of 0.7069) for conversions of PIK interest and principal amount under the US$250m Convertible Debenture; Percentages are based on the non-diluted total issued shares as of 13 July 2026. Final share numbers depend on the actual 50-day VWAP.
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| 28.
Log/Serial Number of the previous form: |
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| 29.
Number of concert party document(s) under section 317 attached/uploaded: |
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Date of filing this Form 2: |
22/07/2026
(dd/mm/yyyy)
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