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Qiniu Limited — Proxy Solicitation & Information Statement 2013
Apr 1, 2013
50678_rns_2013-04-01_9eb6fd5a-3349-489c-aa24-1a1ebdda894b.pdf
Proxy Solicitation & Information Statement
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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 or other registered dealer in securities, 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)
(1) REQUISITION OF EXTRAORDINARY GENERAL MEETING FROM SHAREHOLDERS AND (2) NOTICE OF EXTRAORDINARY GENERAL MEETING
A notice convening an extraordinary general meeting of Siberian Mining Group Company Limited to be held at 10:00 a.m. on Friday, 10 May 2013 at The Lily Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong is set out on pages 22 to 23 of this circular. Whether or not you intend 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 http://siberian.todayir.com.
2 April 2013
* For identification purpose only
CONTENTS
| Page | |
|---|---|
| Definitions...................................................................................................................................... | 1 |
| Letter from the Board.................................................................................................................. | 2 |
| Appendix I — Particulars of Directors for Appointment....................................................... | 8 |
| Notice of EGM............................................................................................................................... | 22 |
– i –
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
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“Articles” the articles of association of the Company
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“Board” the board of Directors of the Company
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“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 Main Board of the Stock Exchange
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“Director(s)” director(s) of the Company
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“EGM” the extraordinary general meeting of the Company to be convened and held for considering and, if thought fit, approving the appointment of Mr. Jeong Keun Hae and Mr. Mark Wayne Allers as Directors of the Company
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“Requisition” a joint requisition issued by the Requisition Shareholders dated 12 March 2013 requesting the Directors to convene an extraordinary general meeting of the Company for the purpose of considering and, if thought fit, passing the ordinary resolution proposed therein
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“Hong Kong” the Hong Kong Special Administrative Region of the PRC
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“Latest Practicable Date”
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28 March 2013, being the latest practicable date for the purpose of ascertaining certain information referred to in this circular
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“Listing Rules”
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the Rules Governing the Listing of Securities on the Stock Exchange
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“Requisition Shareholders”
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collectively Mr. Park Seung Ho and Skyline Merit Limited
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“SFO”
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Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong)
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“Shares”
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ordinary share(s) of par value of HK$0.20 each in the issued share capital of the Company
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“Shareholder(s)”
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person(s) whose name(s) appear in the register of members of the Company as the holder(s) of Shares
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“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“%”
per cent.
This circular has been prepared in both English and Chinese. In the case of any discrepancy, the English text shall prevail.
– 1 –
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. CHOI Jun Ho
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. CHO Min Je Mr. LIEW Swee Yean Mr. TAM Tak Wah Mr. YOUNG Yue Wing Alvin
Head office and principal place of business in Hong Kong: Room 2402, 24/F Tower 2, Admiralty Centre 18 Harcourt Road, Admiralty Hong Kong
2 April 2013
To the Shareholders and, for information only, the holders of the share options of the Company
Dear Sir/Madam,
(1) REQUISITION OF EXTRAORDINARY GENERAL MEETING FROM SHAREHOLDERS AND (2) NOTICE OF EXTRAORDINARY GENERAL MEETING
(1) INTRODUCTION
The purpose of this circular is to provide you with further information on the proposed resolution at an extraordinary general meeting of the Company to be held at The Lily Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong on Friday, 10 May 2013 at 10:00 a.m. and to give you notice of the EGM at which the resolution will be proposed to consider and, if thought fit, approve such matters.
* For identification purpose only
– 2 –
LETTER FROM THE BOARD
Pursuant to article 58 of the Articles, any one or more shareholders holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board to require an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition within 21 days of such deposit.
The Company received the Requisition dated 12 March 2013 purportedly signed by Mr. Jeong Keun Hae as attorney for Mr. Park Seung Ho and by Mr. Jeong Keun Hae as attorney for Skyline Merit Limited (granted by its sole director, Ms. Choi Soo In) requesting the Board to convene an extraordinary general meeting in accordance with the Articles. The Requisition requested the convention of an extraordinary general meeting for considering and, if thought fit, passing the following ordinary resolution:—
“THAT Mr. Jeong Keun Hae and Mr. Mark Wayne Allers each be hereby appointed as an director of the Company with immediate effect.”
(2) REASON FOR THE PROPOSAL APPOINTMENT
The Requisition Shareholders have not provided reasons and/or any information and/or grounds in respect of the said proposed appointment of directors. Accordingly the Board is not able to provide you with any reason and/or any information and/or grounds in respect of the said proposed appointment of directors for consideration.
As a result of the lack of information and details provided by the Requisition Shareholders in relation to the proposed appointment, the Board has made efforts to obtain further information from the Requisition Shareholders by writing to their legal representatives and requesting the proposed directors to attend an interview with the Nomination Committee. Although the said interview was scheduled at 5:00 p.m. on 21 March 2013, the proposed directors neither showed up in the interview nor provided any explanation for their failure to attend the interview. Accordingly, the Board is unable to give opinions on their suitability to become a director of the Company.
Further, pursuant to the duty of care of the directors of the Company under the relevant provisions of the Listing Rules, the Corporate Governance Code and its Recommended Best Practices, to ensure effective communication with Shareholders and to ensure that the Shareholders’ views are communicated to the Board as a whole, and to uphold the internal control system and corporate governance of the Company and to protect the interest of the Shareholders as a whole, the Board has made another request to the Requisition Shareholders and/or their legal representatives of the Requisition Shareholders to attend a meeting with the Audit Committee of the Company, all three members of which are independent non-executive directors (“INEDs”), so that the Requisition Shareholders and/or their legal representatives can access directly to the INEDs for the exercise of the right of representation, both oral and written, concerning the Requisition. Although the said meeting was scheduled at 5:00 p.m. on 22 March 2013, the Requisition Shareholders and/or their legal representatives neither showed up in the interview nor provided any explanation for their failure to attend the said meeting. Accordingly, the Board is unable to obtain further information from the Requisition Shareholders.
– 3 –
LETTER FROM THE BOARD
The Board further notes that according to Code Provision E.1.1 of Appendix 14 of the Listing Rules that “each substantially separate issue at a general meeting, a separate resolution should be proposed by the chairman of that meeting. Issuers should avoid “bundling” resolutions unless they are interdependent and linked forming one significant proposal. Where the resolutions are “bundled”, issuers should explain the reasons and material implications in the notice of meeting.” Therefore, the Board alerts Shareholders that the proposed resolution may breach the Listing Rules.
In light of the Directors’ request made to the solicitor representing the Requisition Shareholders, the Requisition Shareholders have furnished the Board with resume of each proposed director, however, the Requisition Shareholders cannot provide the Company with the consent of the two proposed directors for disclosure of their resumes in this circular. The Company eventually obtained the consent from Mr. Mark Wayne Allers. The Company has included the resume of Mr. Mark Wayne Allers in Appendix I — Particulars of Directors for Appointment” of this circular. Further, despite of various request made by the Company, Mr. Jeong Keun Hae, one of the proposed directors has not given the Company his consent for the inclusion of his resume in this circular for shareholders’ consideration as at the Latest Practicable Date. In light of this the Company is unable to disclose the resume of Mr. Jeong Keun Hae for the reason of protection of personal data. At the request of the Company, the solicitor representing the Requisition Shareholders has provided the confirmation signed by the two proposed directors on 14 March 2013, which are annexed in “Appendix I — Particulars of Directors for Appointment” of this circular. However, the Board alerts Shareholders that the content of the said Appendix I is not verified by the Board. The Board notes that the Requisition Shareholders and/or both proposed directors and/or their legal representatives had not provided any documents for the Board’s verification in relation to their respective academic qualifications and working experience. As at the Latest Practicable Date for the said reason, the Board is unable to perform due diligence on certain particulars of the proposed directors in order to perform its duty of care under the Listing Rules, Corporate Governance Code and its Recommended Best Practices despite of various requests made by the Company.
Mr. Jeong Keun Hae (“Mr. Jeong”)
Based on the disclosure made by Mr. Jeong in the confirmation, as annexed in “Appendix I — Particulars of Directors for Appointment” of this circular, on or about 13 March 2013, Mr. Jeong has not held any other positions with the Company or any of its subsidiaries, and he did not hold any other directorships in other listed companies in the last three years. Mr. Jeong has not disclosed that he has any other major appointments and professional qualifications.
The length of service with the Company has not been proposed by the Requisition Shareholders. Mr. Jeong may enter into service agreement with the Company and will be subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Company’s Articles. The Requisition Shareholders have proposed remuneration for each of the proposed directors to be HK$20,000 per month and the Requisition Shareholders have not provided any basis for the proposed remuneration.
– 4 –
LETTER FROM THE BOARD
Based on the disclosure made by Mr. Jeong in the confirmation on or about 13 March 2013, as annexed in “Appendix I — Particulars of Directors for Appointment” of this circular as at the date of the confirmation:
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(i) Mr. Jeong has interests in shares of the Company within the meaning of Part XV of the SFO as stated in page 2 of his confirmation;
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(ii) Mr. Jeong has relationship with the other controlling shareholders of the Company as stated in page 2 of his confirmation;
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(iii) there is no other information which is required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) — (v) of the Listing Rules; and
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(iv) there are no other matters that need to be brought to the attention of the Shareholders of the Company.
Mr. Mark Wayne Allers (“Mr. Allers”)
Based on the disclosure made by Mr. Allers in the confirmation, as annexed in “Appendix I — Particulars of Directors for Appointment” of this circular, on or about 13 March 2013, Mr. Allers has not held any other positions with the Company or any of its subsidiaries, and he did not hold any other directorships in other listed companies in the last three years. Mr. Allers has not disclosed that he has any major appointments and professional qualifications.
The length of service with the Company has not been proposed by the Requisition Shareholders. Mr. Allers may enter into service agreement with the Company and will be subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Company’s Articles. The Requisition Shareholders have proposed remuneration for each of the proposed directors to be HK$20,000 per month and the Requisition Shareholders have not provided any basis for the proposed remuneration.
Based on the disclosure made by Mr. Allers in the confirmation on or about 13 March 2013, as annexed in “Appendix I — Particulars of Directors for Appointment” of this circular as at the date of the confirmation:
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(i) Mr. Allers has no interests in shares of the Company within the meaning of Part XV of the SFO as stated in page 2 of his confirmation;
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(ii) Mr. Allers does not have any relationship with the other directors, senior management or substantial or controlling shareholders of the Company as stated in page 2 of his confirmation;
– 5 –
LETTER FROM THE BOARD
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(iii) there is certain other information which is required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) — (v) of the Listing Rules as stated in page 4 of his confirmation and the Company has sought further information/clarification from Mr. Allers on such but Mr. Allers has not provided further clarification; and
-
(iv) there are no other matters that need to be brought to the attention of the Shareholders of the Company.
Having considered the resume of each proposed director, and assuming the information provided by them are true and accurate, the Board further draws the Shareholders’ attention to the fact that both of the proposed directors have not held any directorship in listed public companies (in the past 3 years). In light of this, the Board is not in a position to give opinions on the ability and/or capacity of the proposed directors to “demonstrate a standard of competence commensurate with” their positions as listed company directors as required by Rule 3.09 of the Listing Rules.
(3) FACTORS TO BE CONSIDERED
For reasons set out in the section entitled “Reason for the Proposal Appointment” above, the Directors would like to strongly emphasize and alert Shareholders that the Board is not in a position to give opinions on the ability and/or capacity of the proposed directors to “demonstrate a standard of competence commensurate with” their positions as listed company directors as required by the Listing Rules. Further, the Board reiterates that the respective academic qualifications and working experience of the proposed directors are not being verified. Last but not the least, the proposed resolution may breach the Listing Rules due to the “bundling” of appointment of two directors in one single resolution.
Accordingly, the Board recommends the Shareholders to give serious thoughts and considerations before casting their votes to the resolution as set out in the notice of the EGM.
(4) EGM AND VOTING ARRANGEMENT
The EGM will be held for considering and, if thought fit, passing the ordinary resolution to approve the resolution as set out in the notice of the EGM.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be conducted by way of poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the EGM in accordance with the Articles. The results of the poll shall be deemed to be the resolutions of the general meeting in which the poll was demanded or required and the poll results will be published on the websites of the Stock Exchange and the Company after the EGM.
– 6 –
LETTER FROM THE BOARD
A notice convening the EGM to be held at 10:00 a.m. on 10 May 2013 at The Lily Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong is set out on pages 22 to 23 of this circular. 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.
(5) RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility (except for Appendix I, which was provided by the Requisition Shareholders and the sections headed “Mr. Jeong Keun Hae (“Mr. Jeong”)” and “Mr. Mark Wayne Allers (“Mr. Allers”)” in this letter from the Board which was provided by the two proposed directors) , 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 (except for Appendix I and the sections headed “Mr. Jeong Keun Hae (“Mr. Jeong”)” and “Mr. Mark Wayne Allers (“Mr. Allers”)” in this letter from the Board) 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.
(6) RECOMMENDATION
For reasons set out in the section entitled “Factors to be Considered” above, the Board recommends and urges the Shareholders to give serious thoughts and considerations before casting their votes to the resolution.
Yours faithfully By Order of the Board Siberian Mining Group Company Limited Lim Ho Sok Chairman
– 7 –
PARTICULARS OF DIRECTORS FOR APPOINTMENT
APPENDIX I
The content of this Appendix I is not verified by the Board.
The Requisition Shareholders proposed to appoint the following directors, whose particulars are provided by the Requisition Shareholders as follows: —
Mr. Mark Wayne Allers
Mark Allers 617••• Broken Top Dr., Bend, OR 977••• 503-705-•••
mark_allers@•••.com
OBJECTIVE
A challenging and high paced position in an organization that leverages my knowledge, experience and ability to execute.
SKILLS PROFILE
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A career entrepreneur in the fields of high-technology and gaming industry
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Proven record of building 6 start-ups in the past 20 years
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Successfully built and launched Joint Commercial Ventures with Fortune 100 technology companies
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Helped raise over $100 million in venture capital
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Successful track record building undeveloped markets segments
EMPLOYMENT HISTORY
VP of Sales & Marketing September 2008-August 2011 AxesNetwork Solutions, Inc. Sherbrooke, Quebec
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P&L management
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Built an entirely new casino business vertical from $0 to $2.5M in 18 months
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Implemented and operationalized SaaS (Software as a Service) as the primary sales and service go-to-market strategy
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Grew and expanded sales territory from United States to include 9 other countries throughout Europe, Africa, Central and South America
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Designed and implemented a global channel strategy
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Designed and authored all marketing materials - English and Spanish
– 8 –
PARTICULARS OF DIRECTORS FOR APPOINTMENT
APPENDIX I
Business Development Consultant Cambia, Inc. (acquired by nCircle)
July 2004-June 2006
Atlanta, Georgia
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Hired by the Board of Directors to position Cambia to be acquired
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Authored Business Development and Channel strategy
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Realigned corporate positioning to include IT Service Management in combination with Security
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Coordinated M&A activity
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Fast tracked channel partnerships with HP, Remedy, IBM and Microsoft
VP of Business Development SignaCert, Inc (acquired by Harris Corporation) Portland, Oregon
July 2004-June 2006
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Help spin SignaCert out from Tripwire in September 2004
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Co-authored SignaCert business plan and investor presentations
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Reestablish strategic partnerships with the Tripwire Joint Commercial Venture partners (Sun, Microsoft, IBM, RSA, HP, InstallShield and NIST)
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Established strategic partnerships to “source” harvest data from top tier OS and ISV applications providers (Intel, Sun, Microsoft, Phoenix, IBM, Dell and others)
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Responsible for building harvesting and service offering strategy
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Helped raise a 10M Series A Private Placement
– 9 –
PARTICULARS OF DIRECTORS FOR APPOINTMENT
APPENDIX I
VP of Business Development August 2004-December 2005 Symbium Corp (acquired by Embotics) Ottawa, Canada
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P&L management
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Developed the external messaging and value proposition that created the Symbium awareness in the market of Autonomic Computing and IT Service Management
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Built joint go-to-market partnerships with IBM, Intel, AMD, Dell, HP and BMC/Remedy
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Established Symbium’s control plane technology and approach as a requirement in AMD’s next generation strategic architecture
VP of Corporate and Business Development Tripwire, Inc. (acquired by Thoma Bravo) Portland, OR
July 2001-July 2004
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Developed and maintained strategic and tactical business relationships while positioning the company for optional exit strategies
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Built revenue generating partnerships with IBM, HP, Sun, CA, Cisco, Nokia, Check Point, Lloyds, AIG, Ericsson, Visa, Comcast and BMC/Remedy
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Built a Risk Management practice and offering with Lloyds that embedded Tripwire into eBusiness insurance offerings that reduced policy exposures and enabled proof of claim auditing
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Created a Joint Commercial Venture focused on the development, standardization and partner contribution of data integrity signatures into a central repository - charter members included Sun, HP, IBM, Microsoft, InstallShield, RSA and NIST
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Helped raise 18M as a Series C/D Private Placement - Visa, Comcast, IVP and Bank of America
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Revenue growth from 10M to 24M
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Inc. 500 Fastest Growing Company, 2002, #9
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Deloitte Technology Fast 500, 2003, #98
– 10 –
PARTICULARS OF DIRECTORS FOR APPOINTMENT
APPENDIX I
GM & VP CyberSafe, Inc. February 2000-July 2001 (acquired by NFR Security) Issaquah, WA
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Developed and maintained strategic and tactical business partnerships for a variety of purposes including channel reselling, distribution, technological advancement, industry association, vertical and horizontal market penetration
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Co-authored Account Authority Digital Signature (AADS) business plan and strategy which was a digital payments infrastructure for the internet and at point-of-sale terminals
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Prioritized efforts and activities on partnerships as they reflect the overall business revenue and objectives
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Strategic Operating Plan development and management
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Built and operated CyberSafe’s Managed Security Service line of business
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Built financial models to calculate and evaluate software and managed services ROI (annuity based revenue vs. traditional sales revenue)
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Negotiated and M&A, OEM and SBA (service bureau agreement) agreements
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Developed the product and services strategic roadmap
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P&L management
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Helped raise 21M as a Series D Private Placement
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Helped raise 33M as a Series C Private Placement
– 11 –
PARTICULARS OF DIRECTORS FOR APPOINTMENT
APPENDIX I
VP of Business Development August 1997-February 2000 TriStrata, Inc.
San Francisco, CA
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General management, operations and financial duties
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Developed and formulated product and service strategies
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Created and authored “Offering Memorandum”
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Implemented Enterprise Sale Model and Outsourced Service Model
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Established key alliances to effectively sell and support TriStrata’s business model
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Drove sales and sales programs though customers, strategic alliances and channels - PriceWaterhouse, EDS, Compaq, Lockheed Martin, Computer Associates, Bechtel, Wells Fargo and Cigna
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Created marketing collateral and presentations for investors, board meetings, sales force and partners
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Helped raise 7M as a Series A Private Placement
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Helped raise 5M as a Series B Private Placement
Director of Professional and Managed Services Vanstar (acquired by Inacom)
January 1994-August 1997
Portland, OR
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Exceeded plan 60% on average each year
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Design, sold and implemented professional services
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Scope and Statement of Work development
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Proposal development
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TCO/Operational/ROI analysis
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Technology migrations/roll-outs
– 12 –
PARTICULARS OF DIRECTORS FOR APPOINTMENT
APPENDIX I
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Program/project management
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Enterprise security analysis
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Enterprise management installations
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Facilitated business technology reviews
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Standards and policy development
Director of Sales & Marketing January 1992-January 1994 Avant Computers
Portland, OR
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Grew revenue from $0 to $4M in 24 months
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Developed Go-To-Market sales plan
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Established and maintained strategic business partners
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Created marketing plan
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Managed sales and marketing P&L
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General business development
REFERENCES
Upon Request
– 13 –
PARTICULARS OF DIRECTORS FOR APPOINTMENT
APPENDIX I
Mr. Mark Wayne Allers
– 14 –
APPENDIX I PARTICULARS OF DIRECTORS FOR APPOINTMENT
– 15 –
PARTICULARS OF DIRECTORS FOR APPOINTMENT
APPENDIX I
– 16 –
APPENDIX I PARTICULARS OF DIRECTORS FOR APPOINTMENT
– 17 –
PARTICULARS OF DIRECTORS FOR APPOINTMENT
APPENDIX I
Mr. Jeong Keun Hae
– 18 –
APPENDIX I PARTICULARS OF DIRECTORS FOR APPOINTMENT
– 19 –
PARTICULARS OF DIRECTORS FOR APPOINTMENT
APPENDIX I
– 20 –
APPENDIX I PARTICULARS OF DIRECTORS FOR APPOINTMENT
– 21 –
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 IS HEREBY GIVEN that an extraordinary general meeting of Siberian Mining Group Company Limited (the “ Company ”) will be held at 10:00 a.m. on Friday, 10 May 2013 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 Mr. Jeong Keun Hae and Mr. Mark Wayne Allers each be hereby appointed as an director of the Company with immediate effect.”
By Order of the Board Siberian Mining Group Company Limited Lim Ho Sok Chairman
Hong Kong, 2 April 2013
Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands
Head office and principal place of business in Hong Kong: Room 2402, 24/F Tower 2, Admiralty Centre 18 Harcourt Road, Admiralty Hong Kong
* For identification purpose only
– 22 –
NOTICE OF EGM
Notes:
-
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.
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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.
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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.
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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.
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The voting on the proposed resolution at the EGM will be conducted by way of poll.
– 23 –