Qiniu Limited — Capital/Financing Update 2017

Apr 13, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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SIBERIAN MINING GROUP COMPANY LIMITED 西伯利亞礦業集團有限公司 *

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1142)

EXTENSION OF MATURITY DATE OF THE OUTSTANDING THIRD CONVERTIBLE NOTE

The Board is pleased to announce that on 13 April 2017, the Company and Daily Loyal entered into the Amendment Agreement pursuant to which the Parties agreed, among other things, to extend the Maturity Date and the subsequent maturity dates of the Outstanding Third Convertible Note for at least another two years before of the Outstanding Third Convertible Note becomes current liability of the Company.

LISTING RULES IMPLICATIONS

Under Rule 28.05 of the Listing Rules, any alteration in the terms of convertible debt securities after issue must be approved by the Stock Exchange, except where the alteration takes effect automatically under the existing terms of such convertible debt securities. As automatic extension of the Outstanding Third Convertible Note no longer applies, the Extension and the other amendments made pursuant to the Amendment Agreement are therefore subject to the approval of the Stock Exchange. The application for approval for the amendments to the terms and conditions of the Outstanding Third Convertible Note will be submitted to the Stock Exchange as soon as practicable. Pursuant to Rule 13.36(1) of the Listing Rules, the Company must obtain the Shareholders’ approval or Independent Shareholders’ approval (in the event Daily Loyal has become a Shareholder) for the Amendment Agreement as at a general meeting.

A circular containing, among other things, information regarding details of (i) the Amendment Agreement and (ii) the terms of the Outstanding Third Convertible Note will be dispatched to the Shareholders as soon as practicable on or before 10 May 2017 in accordance with requirements set out in the Listing Rules.

* For identification purpose only

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BACKGROUND

Reference is made to the circular of the Company dated 31 December 2008 (the “ Circular ”) in relation to, among others, the Third Convertible Note and to the announcements of the Company dated 3 April 2013, 22 April 2015, 26 May 2015, 17 June 2015, 16 August 2016 and 22 August 2016 (the “ Announcements ”), respectively, in relation to, among other things, the Third Convertible Note.

Capitalized terms used in this announcement shall, unless the context requires otherwise, have the same meanings as those defined in the Circular and the Announcements.

The Company issued the Third Convertible Note in the principal amount of US$443,070,000 (equivalent to approximately HK$3,455,946,000) to Cordia on 3 April 2013 pursuant to the Acquisition Agreement. Cordia exercised its conversion right attached to the Third Convertible Note in respect of the principal amount of US$30,800,000 (equivalent to approximately HK$240,240,000) on 22 May 2015.

On 16 June 2015, the then outstanding Third Convertible Note in the principal amount of US$412,270,000 (equivalent to approximately HK$3,215,706,000) was transferred by Cordia to Daily Loyal. As at the date of this announcement, the Third Convertible Note in the principal amount of US$400,390,000 (equivalent to approximately HK$3,123,042,000) remains outstanding (the “ Outstanding Third Convertible Note ”) and Daily Loyal remains the registered holder of the Outstanding Third Convertible Note.

The existing principal terms of the Outstanding Third Convertible Note are summarized below for ease of reference:

Outstanding principal US$400,390,000 (equivalent to approximately HK$3,123,042,000) amount: Issue date: 3 April 2013 Maturity date: The Business Day falling on the fifth anniversary from the issue date, i.e. 3 April 2018 (the “ Maturity Date ”) Interest: Nil Redemption: The Company shall be entitled to redeem the Outstanding Third Convertible Note at a price equal to 115% of the outstanding principal amount thereof on the maturity date, without entitlement to early redemption before the maturity date

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Transferability:

Any assignment or transfer of the Outstanding Third Convertible Note shall be in respect of the whole or any part (in integral multiples of US$1,000,000) of the outstanding principal amount thereof and should be made in accordance with any applicable requirements of the Stock Exchange, the Listing Rules, applicable laws and regulations. Save for with the consent of the Stock Exchange, no part of the Outstanding Third Convertible Note may be transferred to a connected person of the Company.

• Conversion: The holder of the Outstanding Third Convertible Note shall have the right at any time from the date of issue up to and including the date immediately prior to the maturity date, to convert in amounts in integral multiple of US$100,000, the whole (but not part) of the outstanding principal amount of the Outstanding Third Convertible Note into Conversion Shares.

• The holder of the Outstanding Third Convertible Note shall be entitled to convert the outstanding principle amount of the Outstanding Third Convertible Note, provided that: (i) such holder together with the parties acting in concert with it will not hold or control such level of the voting rights of the Company as may trigger a mandatory general offer under the Takeovers Code regardless of whether a waiver has been granted by the SFC on the obligation of a mandatory general offer under the Takeovers Code; and (ii) the conversion of the outstanding principal amount of the Outstanding Third Convertible Note will not cause the public float of the Company unable to meet the requirement under Rule 8.08 of the Listing Rules.

• Initial conversion price: HK$48 per Conversion Share, which is subject to adjustments upon the occurrence of consolidation, subdivision or reclassification of Shares, capitalisation of profits or reserves, capital distributions, rights issues of Shares, options over Shares, issue of Shares or convertible securities other than Shares issued on the exercise of the conversion right at price less than 80% of the then market price per Share, modification of rights of conversion, offers to Shareholders, or any other events the Company determines that a downward adjustment should be made to the conversion price.

• Ranking: The Outstanding Third Convertible Note at all times rank at least pari passu with all other present and future unsecured and unsubordinated obligations of the Company, save for such obligations as may be provided by mandatory provisions of applicable law.

The Conversion Shares being allotted and issued upon exercise of the conversion rights attaching to the Outstanding Third Convertible Note shall rank pari passu in all respects with all other Shares in issue as at the date of conversion.

Listing: The Outstanding Third Convertible Note is not listed on the Stock Exchange or any other stock exchange.

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EXTENSION OF MATURITY DATE

On 13 April 2017, the Company and Daily Loyal entered into an agreement (the “ Amendment Agreement ”) with the following principal terms:

Parties

The Company and Daily Loyal

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Daily Loyal and its ultimate beneficial owner(s) are Independent Third Parties.

The Proposed Amendments

Pursuant to the Amendment Agreement, the Parties agreed to amend certain terms and conditions of the Outstanding Third Convertible Note as follows:

• i. The Maturity Date and the subsequent maturity dates of the Outstanding Third Convertible Note shall be extended for at least another two years before the Outstanding Third Convertible Note becomes current liability of the Company (the “ Extension ”).

• ii. Daily Loyal agreed to convert the Outstanding Third Convertible Note except for the principal amount of US$60,000,000 (equivalent to approximately HK$468,000,000) at the conversion price of HK$48 per Share within three Business Days upon signing of the Amendment Agreement.

• iii. Daily Loyal shall not demand the remaining outstanding principal amount of the Outstanding Third Convertible Note on the maturity dates.

Except as disclosed above, no amendment has been made to the other terms and conditions of the Outstanding Third Convertible Note.

REASONS FOR THE EXTENSION

The maturity date of the Outstanding Third Convertible Note is 3 April 2018. From 3 April 2017 onwards, the repayment amount of Outstanding Third Convertible Note will become current liability of the Company because the Outstanding Third Convertible Note will then be due to be redeemed (if not converted) within 12 months from 3 April 2017. Such a huge amount of current liability far exceeds the amount of current assets of the Group and will adversely and materially affect the financial position of the Group. If the Outstanding Third Convertible Note is not converted substantially before the original maturity date, the Board believes (based on the current facts) that it is extremely difficult (if at all possible) for the Company to pay the redemption at the maturity on 3 April 2018. When the Company is to issue its annual results announcement for the year ending 31 March 2017 by end of June 2017, the Outstanding Third Convertible Note will become current liability and therefore the serious adverse impact will arise.

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The Extension will give the holder of the Outstanding Third Convertible Note the flexibility of two more years to convert the Outstanding Third Convertible Note wholly or partially. It also gives the Company two more years to deal with the redemption issue and discuss with the holder on alternative solutions.

The Board considers that the Extension will not have a material impact or dilutive effect on the existing Shareholders. Currently, the Company has an issued share capital of 1,208,475,523 Shares. Even if the Outstanding Third Convertible Note is fully converted into Shares, the number of Shares to be issued is 65,063,375, representing only 5.38% of the existing issued Shares or 5.11% of the Shares that will be enlarged by the issue of Conversion Shares. A full conversion of the Outstanding Third Convertible Note will not bring about any change of control in the Company.

Therefore, the Board considers that the terms and conditions of the Amendment Agreement are fair and reasonable and that the Extension is in the interests of the Company and its Shareholders as a whole.

LISTING RULES IMPLICATIONS

Under Rule 28.05 of the Listing Rules, any alteration in the terms of convertible debt securities after issue must be approved by the Stock Exchange, except where the alteration takes effect automatically under the existing terms of such convertible debt securities. As automatic extension of the Outstanding Third Convertible Note no longer applies, the Extension and the other amendments made pursuant to the Amendment Agreement are therefore subject to the approval of the Stock Exchange. The application for approval for the amendments to the terms and conditions of the Outstanding Third Convertible Note will be submitted to the Stock Exchange as soon as practicable. Pursuant to Rule 13.36(1) of the Listing Rules, the Company must obtain the Shareholders’ approval or Independent Shareholders’ approval (in the event Daily Loyal has become a Shareholder) for the Amendment Agreement as at a general meeting.

GENERAL

An extraordinary general meeting will be convened and held to consider and, if thought fit, to approve the Extension by the Shareholders. A circular containing, among other things, information regarding details of (i) the Amendment Agreement and (ii) the terms of the Outstanding Third Convertible Note will be dispatched to the Shareholders as soon as practicable on or before 10 May 2017 in accordance with requirements set out in the Listing Rules.

To the best of the knowledge, information and belief of the Directors, none of the Shareholders is required to abstain from voting for the relevant resolution to approve the Extension at the extraordinary general meeting.

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DEFINITIONS

Unless otherwise specified, the following terms have the following meanings in this announcement:

“Acquisition Agreement”	the sale and purchase agreement dated 31 October 2008 in
	relation to acquisition of 90% of the shares in the issued share
	capital of Langfeld Enterprises Limited and certain loan owed
	by Langfeld Enterprises Limited;
“associate(s)”	has the meaning ascribed to it under the Listing Rules;
“Board”	the board of Directors;
“Business Day(s)”	a day on which banks are open for business in Hong Kong
	(other than a Saturday, Sunday or a public holiday);
“Company”	Siberian Mining Group Company Limited (stock code: 1142),
	a company incorporated in the Cayman Islands with limited
	liability, the issued Shares of which are listed on the Stock
	Exchange;
“connected person”	has the meaning ascribed to it under the Listing Rules;
“Conversion Share(s)”	new Share(s) falling to be allotted and issued by the Company,
	credited as fully paid, upon exercise of the conversion rights
	attaching to the Outstanding Third Convertible Note;
“Cordia”	Cordia Global Limited, a company incorporated in the British
	Virgin Islands with limited liability;
“Daily Loyal”	Daily Loyal Limited, a company incorporated in Hong Kong
	with limited liability and the sole registered holder of the
	Outstanding Third Convertible Note;
“Director(s)”	the director(s) of the Company from time to time;
“Group”	the Company and its subsidiaries;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China;
“Independent Shareholders”	Shareholders other than Daily Loyal and its associates;

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“Independent Third Party(ies)”	person(s) or company(ies) who/which is(are) independent of
	the Company and its connected persons;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“Parties”	the Company and Daily Loyal;
“SFC”	the Securities and Futures Commission of Hong Kong;
“Share(s)”	the ordinary share(s) of HK$0.20 each in the issued share
	capital of the Company;
“Shareholder(s)”	the holder(s) of the Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“subsidiary(ies)”	has the meaning ascribed to it under the Listing Rules;
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers, as amended
	from time to time;
“Third Convertible Note”	the convertible note in the principal amount of US$443,070,000
	(or equivalent to approximately HK$3,455,946,000) issued
	by the Company to Cordia on 3 April 2013 pursuant to the
	Acquisition Agreement;
“US$”	United States dollars, the lawful currency of the United States
	of America;
“%”	per cent.

By Order of the Board Siberian Mining Group Company Limited Hong Sang Joon Chairman

Hong Kong, 13 April 2017

As at the date of this announcement, the board of the Company consists of Mr. Hong Sang Joon and Mr. Su Run Fa as executive directors, and Mr. Jo Sang Hee, Mr. Kwok Kim Hung Eddie and Mr. Lai Han Zhen as independent non-executive directors.

This announcement will remain on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk on the “Latest Listed Company Information” page for at least 7 days from the date of its posting and on the Company’s website at http://siberian.todayir.com.

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