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Qiniu Limited Proxy Solicitation & Information Statement 2010

Jan 18, 2010

50678_rns_2010-01-18_5f35fa25-edb3-4bb5-86ed-902b7f68db67.pdf

Proxy Solicitation & Information Statement

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Siberian Mining Group Company Limited (the “ Company ”) will be held at Meeting Room 4, 7/F, Hongkong International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong at 3:30 p.m. on Monday, 8 February 2010 for the purpose of considering and, if thought fit, passing, the following resolutions:

ORDINARY RESOLUTIONS

  1. THAT :

  2. (A) the sales and purchase agreement dated 23 November 2009 (the “ Sale and Purchase Agreement ”) entered into by Langfeld Enterprises Limited (the “ Purchaser ”) and Tannagashev Ilya Nikolaevich, Kochkina Ludmila Dmitrievna and Demeshonok Konstantin Yur’evich (the “ Vendors ”), pursuant to which the Purchaser agreed to acquire 3,000 shares of LLC “Shakhta Lapichevskaya” from the Vendors at an aggregate consideration of US$9,490,606; details of the Sale and Purchase Agreement are set out in the circular of the Company dated 19 January 2010 (the “ Circular ”) (copies of the Sale and Purchase Agreement and the Circular having been produced to the meeting marked “A” and “C” respectively and initiated for the purposes of identification by the chairman of the meeting) and the transaction contemplated thereunder be and are hereby approved, confirmed and ratified; and

  3. (B) any one director of the Company be and is hereby generally and unconditionally authorized to do all such acts and things, to sign and execute all such further documents for and on behalf of the Company by hand, or in case of execution of documents under seal, to do so jointly with any of a second director, a duly authorized representative of the director or the secretary of the Company and to take such steps as he may in his absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the transaction under the Sale and Purchase Agreement.”

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2. “ THAT :

  • (A) the deed of settlement dated 25 November 2009 (as amended by a supplemental deed of settlement on 6 January 2010) (the “ Deed of Settlement ”) entered into between Cordia Global Limited, Mr. Choi Sungmin, Grandvest International Limited and the Company, pursuant to which the parties acknowledge and confirm their agreement for the Company to allot and issue to Cordia Global Limited a convertible note amounted to US$32 million (the “ Second Convertible Note ”) subject to and upon the terms and conditions thereof, details of the Deed of Settlement are set out in the Circular (copies of the Deed of Settlement and the Circular having been produced to the meeting marked “B” and “C” respectively and initiated for the purposes of identification by the chairman of the meeting) and the transaction contemplated thereunder (including but not limited to (i) the issue of the Second Convertible Note and execution of relevant security document thereunder, and (ii) the allotment and issue of new shares of the Company fall to be allotted and issued upon conversion of the Second Convertible Note) be and are hereby approved, confirmed and ratified; and

  • (B) any one director of the Company be and is hereby generally and unconditionally authorized to do all such acts and things, to sign and execute all such further documents for and on behalf of the Company by hand, or in case of execution of documents under seal, to do so jointly with any of a second director, a duly authorized representative of the director or the secretary of the Company and to take such steps as he may in his absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the transaction under the Deed of Settlement.”

By Order of the Board Siberian Mining Group Company Limited Lim Ho Sok Chairman

Hong Kong, 19 January 2010

Registered office: Principal place of business Cricket Square in Hong Kong: Hutchins Drive 16/F P.O. Box 2681 No 8 Queen’s Road Central Grand Cayman KY1-1111 Central Cayman Islands Hong Kong

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Notes:

  • 1 Any member of the Company entitled to attend and vote at the EGM is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.

  • 2 A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. In case of a recognised clearing house (or its nominees(s) and in each case, being a corporation), it may authorise such persons as it thinks fit to act as its representatives of the meeting and vote in its stead.

  • 3 A form of proxy for use in connection with the EGM is enclosed with this circular. To be valid, the form of proxy, and (if required by the Board) the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority must be deposited at the branch share registrars of the Company, Tricor Tengis Limited, at 26th floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

  • 4 In the case of joint holders of shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holder are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

As at the date of this announcement, the Board comprises Mr. Chiu Chi Hong, Mr. Li Wing Sang, Mr. Lim Ho Sok and Mr. Shin Min Chul as executive directors of the Company and Mr. Liew Swee Yean, Mr. Tam Tak Wah and Mr. Yoshinori Suzuki as independent non-executive directors of the Company.

  • For identification purpose only

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