Qiniu Limited — M&A Activity 2014

Jan 15, 2014

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.

This announcement is for information purposes only and does not constitute an invitation of offer to acquire, purchase or subscribe for shares in Siberian Mining Group Company Limited.

BEST STATE INVESTMENTS LIMITED

(Incorporated in the British Virgin Islands with limited liability)

in relation to

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)

UPDATE ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE

CLOSE OF OFFER PERIOD

Financial Adviser to the Offeror

This announcement is made pursuant to Rule 3.7 of the Takeovers Code. Reference is made to the announcement dated 30th September, 2013 relating to the Possible Offer (the ‘‘Possible Offer Announcement’’) and the update announcements dated 30th October, 2013 and 29th November, 2013 (together with the Possible Offer Announcement, the ‘‘Announcements’’) issued by Best State Investments Limited (the ‘‘Offeror’’). Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Announcements.

Update on the Possible Offer

On 13th December, 2013, Siberian Mining Group Company Limited (the ‘‘Company’’) announced that it had received letters dated 29th November, 2013 from Keystone, Chung Christopher Young, Kim Min Kyu and Master Impact (collectively, the ‘‘Parties’’), respectively, rescinding all the accusations, charges, allegations, claims, assertions and

• For identification purposes only

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complaints which have been previously made by the Parties (including their associates, concert parties and representatives) against the Company and other parties. Keystone has also withdrawn all statutory demands made against the Company.

On 18th December, 2013, the Offeror received facsimile letters (the ‘‘18th December Letters’’) issued by Keystone, Master Impact, Kim Chul and Wonang, four of the six Vendors, informing the Offeror of their respective decisions not to sell their Shares in the Company to the Offeror for their own reasons and accordingly to cease to further negotiate or discuss with the Offeror for the sale of their Shares to the Offeror.

The four Vendors referred to above stated, in their respective 18th December Letters, that, notwithstanding their decisions, they will continue to abide by Clause 1.5 of the MOU whereby each of the Vendors has undertaken to the Offeror that during the period commencing from the date of the MOU and up to the earlier of the date of the Agreement or the long stop date of the MOU (i.e. the end of 12 months from the date of the MOU or such later date as may be agreed between the parties), it/he will not, directly or indirectly, enter into or be involved in any discussion or negotiation with any person (except the Offeror or any Permitted Vendor or any Permitted Third Party) relating to the sale of any of the Sale Shares or enter into any term sheet, memorandum, agreement or arrangement with any person (except the Offeror or any Permitted Vendor or any Permitted Third Party) relating to the sale of any Sale Shares. Any transfers from a Vendor to a Permitted Third Party can only be made provided that the Permitted Third Party enters into a deed of accession to the MOU (which includes, for the avoidance of doubt, this exclusivity provision) to sell its Shares, as a vendor, to the Offeror.

The Offeror notes that the Company has issued an announcement on 23rd December, 2013 regarding the subject matter of the 18th December Letters.

The Offeror has not been able to ascertain the basis for the change in position on the part of Keystone, Master Impact, Kim Chul and Wonang (who together hold a total of 157,036,055 Shares, representing approximately 30.89% of the issued share capital of the Company) but must accept their respective decisions at face value. The Offeror will vigilantly monitor their respective undertakings not to dispose of the Shares, as provided for in the MOU.

In the meantime, as at the date of this announcement, the Offeror has not received any indication from the other two Vendors, Skyline and Park Seung Ho, as to whether they still intend to sell their Shares to the Offeror. The MOU contemplated the acquisition by the Offeror of a total of 219,072,110 Shares, representing approximately 43.09% of the issued share capital of the Company. In the absence of the prospect of purchasing some or all of the Shares held by Keystone, Master Impact, Kim Chul and Wonang, the Offeror would not be minded to proceed with the acquisition of the 62,036,055 Shares, representing approximately 12.20% of the issued share capital of the Company, held by Skyline and Park Seung Ho.

In the circumstances, the Possible Offer as described in the Possible Offer Announcement will not proceed and the offer period has now closed. Under Rule 31.1(b) of the Takeovers Code, except with the consent of the Executive, the Offeror may be restricted from announcing an offer or possible offer for the Company or from acquiring any voting rights

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of the Company if the Offeror and persons acting in concert with it would be thereby obliged under Rule 26 of the Takeovers Code to make an offer for a period of six months after the date of this announcement.

Update on the conditions precedent

In relation to condition (i) and (ii) in the section headed ‘‘Conditions precedent of the Agreement’’ of the Possible Offer Announcement, based on the information available to the Offeror, the Offeror understands that certain Defendants have applied to the High Court for summary judgement in respect of the counterclaims of those certain Defendants.

In relation to condition (vii) in the section headed ‘‘Conditions precedent of the Agreement’’ of the Possible Offer Announcement, the Offeror would like to clarify that the technical report prepared by Roma Oil and Mining Associates Limited (‘‘Roma’’) referred to in the Offeror’s announcement dated 29th November, 2013 was not prepared in accordance with the requirements under Chapter 18 of the Listing Rules. It is a due diligence report on Lot 2 of the Russian Mine dated 15th January, 2014 (the ‘‘Due Diligence Report’’), prepared by Roma based on the scope of work acceptable to the Offeror. For the purpose of the Due Diligence Report, Roma performed a site visit to Lot 2 of the Russian Mine from 20th to 27th October, 2013 and the Due Diligence Report challenges a number of findings of the HAAS technical report previously commissioned on Lot 2 of the Russian Mine.

Save as disclosed above, there had been no progress in the fulfilment of other conditions precedent of the Agreement in the month of December, 2013.

By the order of the board Best State Investments Limited Tang Bin Executive Director

Hong Kong, 15th January, 2014

As at the date of this announcement, the board of the Offeror consists of Mr. Cao Wei Qiang and Mr. Tang Bin. The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, save that the only responsibility accepted by the directors of the Offeror in respect of the information in this announcement relating to the Company, which has been compiled from published sources, is to ensure that such information has been correctly and fairly reproduced and presented.

The directors of the Offeror jointly & severally confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and that there are no other facts not contained in the announcement, the omission of which would make any statement in the announcement misleading.

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