Qiniu Limited — Proxy Solicitation & Information Statement 2011

Sep 8, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Siberian Mining Group Company Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) take no responsibility for the contents of this circular, 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 circular.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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)

PROPOSED SHARE CONSOLIDATION

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the board of directors of the Company is set out on pages 5 to 9 of this circular.

A notice convening an extraordinary general meeting of Siberian Mining Group Company Limited to be held at The Lily Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong at 3:00 p.m. on Friday, 30 September 2011 is set out on pages 10 and 11 of this circular. Whether or not you propose to attend the meeting, you are advised to complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event no less than 48 hours before the time appointed for holding such meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) should you so wish.

This circular will remain on the website of the Stock Exchange at www.hkexnews.hk on the “Latest Listed Company Information” page for at least 7 days from the date of its posting and the Company’s website at www.ilinkfin.net/siberian_mining

9 September 2011

* For identification purpose only

CONTENTS

	Page
Definitions......................................................................................................................................	1
Expected timetable.......................................................................................................................	3
Letter from the Board..................................................................................................................	5
Notice of EGM...............................................................................................................................	10

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“Board” the board of Directors “CCASS” the Central Clearing and Settlement System established and operated by HKSCC “Company” Siberian Mining Group Company Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange “Consolidated Share(s)” ordinary share(s) of HK$0.2 each in the share capital of the Company upon the Share Consolidation becoming effective “Director(s)” the director(s) of the Company “EGM” the extraordinary general meeting of the Company to be held on Friday, 30 September 2011 at 3:00 p.m. at The Lily Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong for the purpose of considering and, if thought fit, approving the proposed resolution as set out in the notice of the EGM “Group” the Company and its subsidiaries

• “HKSCC” Hong Kong Securities Clearing Company Limited

• “HK$” or “HK Dollar(s)” Hong Kong dollar(s), the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 7 September 2011, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company

“Shareholder(s)” the holder(s) of the Shares

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DEFINITIONS

“Share Consolidation” the proposed consolidation of every 20 Shares into one Consolidated Share “Share Option Scheme” the share option scheme adopted by the Company pursuant to the resolution of the Company on 19 October 2002 “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent.

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EXPECTED TIMETABLE

Set out below is an indicative timetable for the implementation of the Share Consolidation. The timetable is subject to the results of the EGM and other changes. The Company will notify the Shareholders of any significant changes to the expected timetable by way of announcement(s) as and when appropriate.

Event

Time and Date

Latest time for lodging forms of proxy for the EGM ..................................................................................... 3:00 p.m. on Wednesday, 28 September 2011 Date of EGM ........................................................................................................... 3:00 p.m. on Friday, 30 September 2011 Publication of announcement of the results of the EGM in respect of the approval of the Share Consolidation .......................................................................... Friday, 30 September 2011 Effective date of the Share Consolidation ...................................................... Monday, 3 October 2011 First day for free exchange of existing share certificates for new share certificates ......................................................... Monday, 3 October 2011 Original counter for trading in Shares in board lots of 10,000 Shares temporarily closes..................................... 9:00 a.m. on Monday, 3 October 2011 Temporary counter for trading in Consolidated Shares in board lots of 500 Consolidated Shares (in the form of existing share certificates) opens ................ 9:00 a.m. on Monday, 3 October 2011 Original counter for trading in Consolidated Shares in new board lots of 10,000 Consolidated Shares (in the form of new share certificates) re-opens ................ 9:00 a.m. on Tuesday, 18 October 2011 Parallel trading in Consolidated Shares in the form of new share certificates and existing share certificates commences ................................ 9:00 a.m. on Tuesday,18 October 2011

Designated broker starts to stand in the market

to provide matching services for odd lots of

Consolidated Shares ..................................................................................Tuesday, 18 October 2011

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EXPECTED TIMETABLE

Temporary counter for trading in

Consolidated Shares in board lots of

500 Consolidated Shares (in the form of

existing share certificates) closes ..................................... 4:00 p.m. on Monday, 7 November 2011

Parallel trading in Consolidated Shares

in the form of new share certificates and

existing share certificates ends ......................................... 4:00 p.m. on Monday, 7 November 2011

Designated broker ceases to stand in the market

to provide matching services for odd lots

of Consolidated Shares...................................................... 4:00 p.m. on Monday, 7 November 2011

Last day for free exchange of existing share

certificates for new share certificates ................................................Wednesday, 9 November 2011

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LETTER FROM THE BOARD

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)

Executive Directors: Mr. LIM Ho Sok (Chairman) Mr. SHIN Min Chul

Non-executive Director: Mr. PANG Ngoi Wah Edward

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent non-executive Directors: Mr. LIEW Swee Yean Mr. TAM Tak Wah Mr. YOUNG Yue Wing Alvin

Head office and principal place of business in Hong Kong: 16/F No. 8 Queen’s Road Central Central Hong Kong 9 September 2011

To the Shareholders and, for information only,

the holders of the convertible notes and share options of the Company,

Dear Sir/Madam,

PROPOSED SHARE CONSOLIDATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the Share Consolidation.

SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every 20 issued and unissued Shares of HK$0.01 each will be consolidated into one Consolidated Share of HK$0.2 each. Fractional Consolidated Shares will be disregarded and not issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of share certificates held by such holder.

* For identification purpose only

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LETTER FROM THE BOARD

Currently, the Shares are traded on the Stock Exchange in the board lot size of 10,000 Shares. Upon the Share Consolidation becoming effective, the board lot size for trading in the Consolidated Shares will remain as 10,000 Consolidated Shares.

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company was HK$1,000,000,000 divided into 100,000,000,000 Shares of HK$0.01 each, of which 2,981,413,060 Shares have been allotted and issued as fully paid or credited as fully paid. Upon the Share Consolidation becoming effective, on the basis that the Company does not allot, issue or purchase any Shares prior thereto, the authorised share capital of the Company shall become HK$1,000,000,000 divided into 5,000,000,000 Consolidated Shares of HK$0.2 each, of which 149,070,653 Consolidated Shares will have been alloted and issued as fully paid or credited as fully paid.

Dealings of the Consolidated Shares

The Consolidated Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders, save for any fractional Consolidated Shares to which Shareholders may be entitled.

Listing application

An application has been made by the Company to the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares to be in issue upon the Share Consolidation becoming effective.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

None of the securities of the Company is listed or dealt in on any other stock exchange other than the Stock Exchange and no such listing or permission to deal is being or is proposed to be sought.

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LETTER FROM THE BOARD

Conditions of the Share Consolidation

The Share Consolidation is conditional on:

• (i) the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM;

• (ii) the Listing Committee of the Stock Exchange granting the listing of, and the permission to deal in, the Consolidated Shares in issue; and

• (iii) the approval of the relevant regulatory authority, if any.

Reasons for the Share Consolidation

Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 to HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. In view of the recent trading price of the Shares, the Board proposes to implement the Share Consolidation. The Share Consolidation will enable the Company to comply with the trading requirements under the Listing Rules. The Share Consolidation will also increase the nominal value of the Shares of the Company, and is expected to bring about a corresponding increase in the trading price of the Consolidated Shares. Accordingly, the Board is of the view that the Share Consolidation is in the interests of the Company and the Shareholders as a whole.

Arrangement on odd lot trading

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company has appointed Kingston Securities Limited to provide matching service, on a best effort basis, for the sale and purchase of odd lots of Consolidated Shares arising from the Share Consolidation. Shareholders who wish to take advantage of this facility either to dispose of their odd lots of the Consolidated Shares or to top-up their odd lots to a full new board lot should contact Ms. Rosita Kiu of Kingston Securities Limited at Suite 2801, 28/F, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong at telephone number (852) 2298-6215 during office hours during the period as stated in the section headed “EXPECTED TIMETABLE” on page 3 of this circular. Shareholders should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed.

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LETTER FROM THE BOARD

Exchange of share certificates

The new share certificates will be in the colour of green in order to distinguish them from the existing share certificates which are beige in colour. Subject to the Share Consolidation becoming effective, which is expected to be on 3 October 2011, Shareholders may, on or after 3 October 2011 until 4:30 p.m. on 9 November 2011 (both days inclusive), submit share certificates for existing Shares to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, to exchange, at the expense of the Company, for certificates of the Consolidated Shares (on the basis of 20 existing Shares for one Consolidated Share). Thereafter, certificates of Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each certificate issued or cancelled, whichever is higher. Existing certificates for the Shares will remain effective as documents of title but will not be accepted for delivery, trading and settlement purpose after 7 November 2011 and may be exchanged for certificates for Consolidated Shares at any time. It is expected that new certificates for the Consolidated Shares will be available for collection on or after the 10th business day following the date of submission of the certificates for existing Shares to the Company’s branch share registrar in Hong Kong for exchange.

Share options

As at the Latest Practicable Date, there were outstanding options under the Share Option Scheme to subscribe for 3,912,000 Shares. An independent financial adviser or the auditor of the Company will be engaged by the Company in accordance with the terms of the Share Option Scheme to certify in writing as to the adjustments (if any) required to be made in respect of the outstanding options as a result of the Share Consolidation. The Company will make a further announcement about the adjustments in due course.

Save as aforesaid, the Company had no other outstanding convertible securities, options or warrants in issue which may confer any right to subscribe for, convert or exchange into Shares as at the Latest Practicable Date.

Expected timetable

The expected timetable for the implementation of the Share Consolidation is set out on page 3 of this circular.

EGM

A notice convening the EGM to be held at 3:00 p.m. on Friday, 30 September 2011 at The Lily Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong is set out on pages 10 and 11 of this circular. The resolution to be proposed at the EGM will be voted on by poll.

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LETTER FROM THE BOARD

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you intend to attend and vote at such meeting, you are advised to complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event no less than 48 hours before the time appointed for holding such meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) should you so wish.

No Shareholder has any material interest in the Share Consolidation. Therefore no Shareholder is required to abstain from voting at the EGM in respect of the resolution to approve the same.

RECOMMENDATION

The Directors (including the independent non-executive directors) are of the opinion that the proposed Share Consolidation is in the interests of the Company and the Shareholders as a whole and so recommend you to vote in favour of the resolution to be proposed at the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully By order of the Board Siberian Mining Group Company Limited Lim Ho Sok Chairman

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NOTICE OF EGM

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 of Siberian Mining Group Company Limited (the “Company”) will be held at 3:00 p.m. on Friday, 30 September 2011 at The Lily Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT conditional upon The Stock Exchange of Hong Kong Limited granting approval for the listing of, and permission to deal in, the Consolidated Shares (as defined below) in issue and to be issued, every twenty (20) issued and unissued ordinary shares of HK$0.01 each in the share capital of the Company be consolidated into one (1) consolidated share of HK$0.2 each (each a “ Consolidated Share ”), and such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the articles of association of the Company, and any one or more of the directors of the Company be and is/are hereby authorised to do all such acts, deeds and things and to effect all necessary actions as they may consider necessary or desirable in order to effect, implement and complete any and all of the aforesaid matters.”

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

Hong Kong, 9 September 2011

Registered office: Head office and principal place of Cricket Square business 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

* For identification purpose only

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NOTICE OF EGM

Notes:

• 1 A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or, if he is the holder of two or more shares, more than one, proxy to attend and vote in his stead. A proxy need not be a member of the Company.

• 2 To be valid, the form of proxy, together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority must be deposited with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong no less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

• Completion and return of the accompanying form of proxy will not preclude members of the Company from attending and voting in person at the aforesaid meeting or any adjournment thereof should they so wish.

• The voting on the proposed resolution at the EGM will be conducted by way of poll.

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