APPENDIX 8A

For Main Board and GEM listed issuers



Monthly Return of Equity Issuer on Movements in Securities


For the month ended (dd/mm/yyyy) :

30/09/2015


To : Hong Kong Exchanges and Clearing Limited


Name of Issuer

SouthGobi Resources Ltd .

Date Submitted

October 7, 2015



1. Movements in Authorised Share Capital


1. Ordinary Shares

1878.HK (S)

  1. Stock code :

    SGQ.TO Description : Common Shares



    No. of ordinary shares


    Par value

    (HK$)

    No par

    Authorised share capital (HK$)

    Balance at close of preceding month Unli mited

    value Unli mited


    Increase/(decrease)


    Balance at close of the month



  2. Stock code : Description :



No. of ordinary shares

Par value (State currency)

Authorised share capital

(State currency)


Balance at close of preceding month Increase/(decrease)


Balance at close of the month



Stock code :


Description :


No. of preference shares

Par value (State currency)

Authorised share capital

(State currency)

Balance at close of preceding month


Increase/(decrease)


Balance at close of the month



3. Other Classes of Shares


Stock code :


Description :


No. of other classes of shares

Par value (State currency)

Authorised share capital

(State currency)

Balance at close of preceding month


Increase/(decrease)


Balance at close of the month



Total authorised share capital at the end of the month (HK$) :

N/A



Balance at close of preceding month

No. of ordinary shares

No of preference shares

No. of other classes of shares

(1)

(2)


2 4 5 ,72 0 ,3 3 3

Increase/ (decrease) during the month


0

Balance at close of the month


2 4 5 ,72 0 ,3 3 3



  1. Details of Movements in Issued Share Capital


    Share Options (under Share Option Schemes of the Issuer)

    Particulars of share option scheme including EGM approval date

    (dd/mm/yyyy) and class of shares issuable


    Mo ve me nt d uri ng t he mo nt h

    No. of new shares of issuer issued during the month pursuant thereto

    No. of new shares of issuer which may be issued pursuant thereto as at close of the month


    Granted


    Exercised


    Cancelled La


    psed

    1 Equity

    In cen tive Plan



    1,913,590



    (06/08/2015)

    Common Shares

    0

    0

    36,011

    0

    0

    (Note 1)

    2.




    ( / / )

    shares

    (Note 1)

    3.



    ( / / )

    shares

    (Note 1)

    Total A. (Ordinary shares)

    0

    (Preference shares)

    (Other class)

    Total funds raised during the month from exercise of options (State currency)


    0


    Warrants to Issue Shares of the Issuer which are to be Listed


    Currency of Nominal nominal close

    value preceding

    No. of new shares of issuer issued during the month pursuant thereto

    No. of new shares of issuer which may be issued pursuant thereto as at close of the month

    Description of warrants

    (Date of expiry - dd/mm/yyyy)

    1.



    ( / / )

    Stock code (if listed)

    Class of shares

    issuable (Note 1)

    Subscription price

    EGM approval date (if applicable)

    (dd/mm/yyyy)


    ( / / )

    2.



    ( / / )

    Stock code (if listed)

    Class of shares

    issuable (Note 1)

    Subscription price

    EGM approval date (if applicable)

    (dd/mm/yyyy)


    ( / / )

    3.



    ( / / )

    Stock code (if listed)

    Class of shares

    issuable (Note 1)

    Subscription price

    EGM approval date (if applicable)

    (dd/mm/yyyy)


    ( / / )

    4.



    ( / / )

    Stock code (if listed)

    Class of shares

    issuable (Note 1)

    Subscription price

    EGM approval date (if applicable)

    (dd/mm/yyyy)


    ( / / )

    Total B. (Ordinary shares)

    (Preference shares)

    (Other class)

    Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)


    Currency of amount outstanding


    Amount at close of preceding month


    Converted Amount at during the close of the month month

    No. of new shares of issuer issued during the month pursuant thereto

    No. of new shares of issuer which may be issued pursuant thereto as at close of the month

    Class and description

    1. CIC Co nver tible Deb e nture



    48,719,716


    US$


    $250,000,000


    $0


    $250,000,000


    0


    Stock code (if listed)

    1878.HK (S)

    SGQ.TO




    Class of shares issuable (Note 1)


    Or d inar y S har es

    Subscription price

    Cd n $ 8 .8 8

    EGM approval date (if applicable) (dd/mm/yyyy))


    N/ A

    2.




    Stock code (if listed)

    Class of shares

    issuable (Note 1)

    Subscription price

    EGM approval date (if applicable)

    (dd/mm/yyyy)

    3.




    Stock code (if listed)

    Class of shares

    issuable (Note 1)

    Subscription price

    EGM approval date (if applicable) (dd/mm/yyyy)


    ( / / )

    4.




    Stock code (if listed)

    Class of shares

    issuable (Note 1)

    Subscription price

    EGM approval date (if applicable) (dd/mm/yyyy)


    ( / / )

    Total C. (Ordinary shares)

    0

    (Preference shares)

    (Other class)

    Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)


    Full particulars including EGM approval date (dd/mm/yyyy), if applicable, and class of shares issuable:

    No. of new shares of issuer issued during the month pursuant thereto

    No. of new shares of issuer which may be issued pursuant thereto as at close of the month

    1.

    Employee Share Purchase Plan


    0


    319,591


    2.

    (06/08/2015)

    shares (Note 1)


    Employee Bonus Plan


    0


    1,800,000


    3.

    (06/08/2015)

    shares (Note 1)

    ( / / )

    shares (Note 1)


    0

    Total D. (Ordinary shares)

    (Preference shares)

    (Other class)

    Other Movements in Issued Share Capital

    No. of new shares of issuer issued during the month pursuant thereto

    No. of new shares of issuer which may be issued pursuant thereto as at close of the month

    Type of Issue


    1. Rights issue


    At price :


    State currency


    Class of shares issuable

    (Note 1)


    Issue and allotment date : (dd/mm/yyyy)


    EGM approval date: (dd/mm/yyyy)



    ( / / )


    ( / / )


    2. Open offer


    At price :


    State currency


    Class of shares issuable

    (Note 1)


    Issue and allotment date : (dd/mm/yyyy)


    EGM approval date: (dd/mm/yyyy)



    ( / / )


    ( / / )


    3. Placing


    At price :


    State currency: Cdn


    Class of shares issuable (Note 1)


    Issue and allotment date : (dd/mm/yyyy)


    EGM approval date: (dd/mm/yyyy)



    ( / / )


    ( / / )


    4. Bonus issue


    Class of shares issuable (Note 1)


    Issue and allotment date : (dd/mm/yyyy)


    EGM approval date: (dd/mm/yyyy)


    Ordinary Shares


    ( / / )


    ( / / )


    No. of new shares of issuer issued during the month pursuant thereto

    No. of new shares of issuer which may be issued pursuant thereto as at close of the month

    Type of Issue


    5. Scrip dividend


    At price :


    State currency



    Class of shares issuable (Note 1)


    Issue and allotment date : (dd/mm/yyyy)


    EGM approval date: (dd/mm/yyyy)



    ( / / )


    ( / / )


    6. Repurchase of shares


    Class of shares repurchased (Note 1)


    Cancellation date : (dd/mm/yyyy)


    EGM approval date: (dd/mm/yyyy)



    ( / / )


    ( / / )


    7. Redemption of shares


    Class of shares redeemed (Note 1)


    Redemption date : (dd/mm/yyyy)


    EGM approval date: (dd/mm/yyyy)



    ( / / )


    ( / / )


    8. Consideration issue


    At price :


    State currency


    Class of shares issuable (Note 1)


    Issue and allotment date : (dd/mm/yyyy)


    EGM approval date: (dd/mm/yyyy)



    ( / / )


    ( / / )


    No. of new shares of issuer issued during the month pursuant thereto

    No. of new shares of issuer which may be issued pursuant thereto as at close of the month

    Type of Issue


    9. Capital reorganisation


    Class of shares issuable (Note 1)


    Issue and allotment date : (dd/mm/yyyy)


    EGM approval date: (dd/mm/yyyy)



    ( / / )


    ( / / )


    10. Other:


    At price :


    State currency:


    Class of shares issuable (Note 1)


    Issue and allotment date : (dd/mm/yyyy)


    EGM approval date: (dd/mm/yyyy)


    ( / / )


    ( / / )

    Total E. (Ordinary shares)

    (Preference shares)

    (Other class)



    Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1)


    0

    (2)

    Total increase / (decrease) in preference shares during the month (i.e. Total of A to E):

    Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E):

    (These figures should be the same as the relevant figures under II above ('Movements in Issued Share Capital').)

    Remarks (if any):













    Submitted by: Erik Cheng


    Title:

    HK Company Secretary (Director, Secretary or other duly authorised officer)




    Notes :


  2. State the class of shares (e.g. ordinary, preference or other).


  3. If there is insufficient space, please append the prescribed continuation sheet.

distributed by