Qiniu Limited — Proxy Solicitation & Information Statement 2013

Mar 22, 2013

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, 3 May, 2013 at The Jasmine Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong is set out on pages 7 to 8 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.

25 March 2013

* For identification purpose only

CONTENTS

	Page
Definitions......................................................................................................................................	1
Letter from the Board..................................................................................................................	3
Notice of EGM...............................................................................................................................	7

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DEFINITIONS

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

“Articles”	the articles of association of the Company
“Board”	the board of Directors of the Company
“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
“Director(s)”	director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to be
	convened and held for considering and, if thought fit, approving,
	inter alia, the removal of Mr. Choi Sungmin as a director of
	SMGDL
“Requisition”	a joint requisition issued by the Requisition Shareholders dated
	4 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
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Requisition Shareholders”	collectively Mr. Park Seung Ho and Skyline Merit Limited
“Shares”	ordinary share(s) of par value of HK$0.20 each in the issued
	share capital of the Company
“Shareholder(s)”	person(s) whose name(s) appear in the register of members of
	the Company as the holder(s) of Shares
“SMGDL”	SMG Development Limited, a directly 100% wholly-owned
	subsidiary of the Company

– 1 –

DEFINITIONS

“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.

– 2 –

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

25 March 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 Jasmine Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong on Friday, 3 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

– 3 –

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 4 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 the Company exercise all its powers, and the directors be and are hereby instructed and directed to cause the Company to exercise all its powers, in its capacity as a shareholder in SMG Development Limited (“SMGDL”), (i) to remove Choi Sungmin (“Mr. Choi”) as a director of SMGDL (ii) cause and procure that SMGDL shall not make any further payments whether due or purportedly due under any contract or otherwise to Mr. Choi and whether in respect of fees, salary, remuneration or otherwise and (iii) to conduct a full investigation of the actions of Mr. Choi as a director of SMGDL in order to establish if there are grounds on which legal proceedings may be brought for breach of his duties and/or obligations to SMGDL, in each case as soon as practicable following the date of this resolution, including without limitation and to the extent necessary or desirable to achieve these purposes, to requisition a general meeting of the shareholders of SMGDL and to appoint a corporate representative to attend such meeting and to exercise all voting rights in respect of the Company’s shares in SMGDL to pass such resolutions as may be necessary or expedient to cause and give effect to such removal or cessation of payments (as the case may be) and/or to sign such written resolutions, instructions, directions or other documents as may be necessary or expedient to cause and give effect to such removal or cessation of payments (as the case may be).”

(2) REASONS FOR THE PROPOSAL REMOVAL

The Requisition Shareholders have not provided reasons and/or any information and/or grounds in respect of the said proposed ordinary resolution. 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 ordinary resolution for consideration.

Although the Board intends to comply with Code Provision A.4 of Appendix 14 of the Listing Rules that “an issuer must explain the reasons for the resignation or removal of any director”, the Board has difficulty to comply with in this case for the reason that the Requisition Shareholders have not provided any reason for removal of Mr. Choi as a director of SMGDL.

– 4 –

LETTER FROM THE BOARD

Apart from lack of information and details provided by the Requisition Shareholders on why a full investigation has to be conducted of the actions of Mr. Choi as a director of SMGDL, as at the date of this circular, save and except the Requisition, the Company has not received any allegation and/or complaint against Mr. Choi from any other person.

The Board further notes that the proposed resolution for conduction of a full investigation of the actions of Mr. Choi as a director of SMGDL (sub-paragraph (iii) of the proposed resolution above) may possibly constitute serious allegation against Mr. Choi. The Board therefore alerts Shareholders that the passing of the proposed resolution of removal of Mr. Choi and the conduction of investigation may result in the Company facing potential litigation. Although the company will fight against the litigation, but if the Company loses the litigation, the Company may have to pay any damages and/or comply with any relief as ordered by the court. Further, the Company may have to incur cost for litigation. The Board, at the date of this circular, is not able to ascertain the level of risk.

(3) FACTORS TO BE CONSIDERED

For reasons set out in the section entitled “Reasons for the Proposal Removal” above, the Directors would like to strongly emphasize and alert Shareholders that without reasons and/or any information and/or grounds being given for the Requisition, it is extremely unreasonable and irresponsible to the Shareholders as a whole.

The Board takes the view that, as a responsible management of the Company, it should alert Shareholders if the resolution requisitioned by the Requisition Shareholders is passed, (i) it may not be beneficial to the Company at all and the Shareholders as a whole; and (ii) the Company may have the risk of being sued. Accordingly, the Board recommends the Shareholders to give serious thoughts and considerations relating to the consequences that it may bring to the Company before casting their votes to the resolution no. 1 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 no. 1 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.

– 5 –

LETTER FROM THE BOARD

A notice convening the EGM to be held at 10:00 a.m. on 3 May 2013 at The Jasmine Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong is set out on pages 7 to 8 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, 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.

(6) RECOMMENDATION

For reasons set out in the section entitled “Factors to be Considered” above, the Board notes that if the resolution requisitioned by the Requisition Shareholders is passed, (i) it may not be beneficial to the Company at all and the Shareholders as a whole; and (ii) the Company may have the risk of being sued and therefore recommends and urges the Shareholders to give serious thoughts and considerations relating to the consequences that it may bring to the Company before casting their votes to the resolution no. 1.

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

– 6 –

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, 3 May 2013 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 resolution as an ordinary resolution:

ORDINARY RESOLUTION

1. “THAT the Company exercise all its powers, and the directors be and are hereby instructed and directed to cause the Company to exercise all its powers, in its capacity as a shareholder in SMG Development Limited (“SMGDL”), (i) to remove Choi Sungmin (“Mr. Choi”) as a director of SMGDL; (ii) cause and procure that SMGDL shall not make any further payments whether due or purportedly due under any contract or otherwise to Mr. Choi and whether in respect of fees, salary, remuneration or otherwise and (iii) to conduct a full investigation of the actions of Mr. Choi as a director of SMGDL in order to establish if there are grounds on which legal proceedings may be brought for breach of his duties and/or obligations to SMGDL, in each case as soon as practicable following the date of this resolution, including without limitation and to the extent necessary or desirable to achieve these purposes, to requisition a general meeting of the shareholders of SMGDL and to appoint a corporate representative to attend such meeting and to exercise all voting rights in respect of the Company’s shares in SMGDL to pass such resolutions as may be necessary or expedient to cause and give effect to such removal or cessation of payments (as the case may be) and/or to sign such written resolutions, instructions, directions or other documents as may be necessary or expedient to cause and give effect to such removal or cessation of payments (as the case may be).”

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

Hong Kong, 25 March 2013

* For identification purpose only

– 7 –

NOTICE OF EGM

Registered office: Head office and principal place of business Cricket Square in Hong Kong: Hutchins Drive Room 2402, 24/F P.O. Box 2681 Tower 2, Admiralty Centre Grand Cayman KY1-1111 18 Harcourt Road, Admiralty Cayman Islands Hong Kong

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.

3. 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.

4. 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.

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

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