Qiniu Limited — Proxy Solicitation & Information Statement 2012

Apr 25, 2012

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.

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 Monday, 14 May 2012 at The Jasmine 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 resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT : —

   • (A) the subscription agreement dated 6 March 2012 entered into between the Company and Income Plus Investment Limited in relation to the subscription of a total of 20,678,685 new Shares by Income Plus Investment Limited pursuant to which Income Plus Investment Limited has conditionally agreed to subscribe for and the Company has conditionally agreed to issue 20,678,685 Shares at HK$0.5658 per Share (a copy of which has been produced to the meeting marked “ A ” and initialled by the chairman of the meeting for identification purpose), and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

   • (B) the subscription agreement dated 6 March 2012 entered into between the Company and Master Impact Inc. in relation to the subscription of a total of 62,036,055 new Shares by Master Impact Inc. pursuant to which Master Impact Inc. has conditionally agreed to subscribe for and the Company has conditionally agreed to issue 62,036,055 Shares at HK$0.5658 per Share (a copy of which has been produced to the meeting marked “ B ” and initialled by the chairman of the meeting for identification purpose), and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

   • (C) the subscription agreement dated 6 March 2012 entered into between the Company and Skyline Merit Limited in relation to the subscription of a total of 41,357,370 new Shares by Skyline Merit Limited pursuant to which Skyline Merit Limited has conditionally agreed to subscribe for and the Company has conditionally agreed to issue 41,357,370 Shares at HK$0.5658 per Share (a copy of which has been produced to the meeting marked “ C ” and initialled by the chairman of the meeting for identification purpose), and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

   • (D) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in the Subscription Shares, as defined in the Company’s circular dated 26 April 2012, the allotment and issue of the Subscription Shares be and is hereby approved and the directors of the Company be and are hereby authorized to allot and issue the Subscription Shares accordingly; and

* For identification purpose only

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• (E) any one director of the Company (“ Director ”) be and is hereby generally and unconditionally authorized to do all such acts and things, to sign and execute all such documents for and on behalf of the Company by hand, or in the case of execution of documents under seal, to do so jointly with any one of a second Director, a duly authorised 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 Subscription Agreements, as defined in the Company’s circular dated 26 April 2012, and the transactions contemplated thereunder, including but not limited to the allotment and issue of the Subscription Shares.”

1. “ THAT : —

   • (A) the placing agreement (the “ Placing Agreement ”) dated 6 March 2012 entered into between the Company as issuer and Hani Securities (H.K.) Limited as placing agent in relation to the placing of the convertible bonds of up to an aggregate principal amount of US$70,000,000.00, to be issued by the Company, to be issued in the denomination and integral amounts of US$100,000, as requested by the placees, pursuant to the Placing Agreement (a copy of which has been produced to the meeting marked “ D ” and initialled by the chairman of the meeting for identification purpose), and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

   • (B) (i) the creation and issue of the 3% per annum coupon convertible bonds by the Company of up to an aggregate principal amount of US$70,000,000.00 (the “ Convertible Bonds ”) pursuant to the terms of the Placing Agreement; and

     • (ii) the allotment and issue of new shares (the “ Conversion Shares ”) (subject to adjustment) in the capital of the Company upon the exercise of the conversion rights attached to the Convertible Bonds be and are hereby approved; and the directors of the Company be and are hereby authorized to allot and issue the Convertible Bonds and the Conversion Shares accordingly; and

   • (C) any one director of the Company (“ Director ”) be and is hereby generally and unconditionally authorized to do all such acts and things, to sign and execute all such documents for and on behalf of the Company by hand, or in the case of execution of documents under seal, to do so jointly with any one of a second Director, a duly authorised 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 Placing and the transactions contemplated thereunder, including but not limited to the allotment and issue of the Convertible Bonds and the Conversion Shares.”

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

Hong Kong, 26 April 2012

Registered office: Head office and 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 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 In the case of joint holders of shares, any one of such holders may vote at the meeting, either in person or by proxy, in respect of such shares as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, that one of such joint holders whose name stands first on the register of members of the Company in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

1. 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.

2. 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.

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

As at the date of this announcement, the Board consists of Mr. Lim Ho Sok and Mr. Shin Min Chul as executive Directors, Mr. Pang Ngoi Wah Edward as non-executive Director, and Mr. Cho Min Je, Mr. Liew Swee Yean, Mr. Tam Tak Wah and Mr. Young Yue Wing Alvin as independent non-executive Directors.

This announcement 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 on the Company’s website at www.ilinkfin.net/siberian_mining.

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