Qiniu Limited — Proxy Solicitation & Information Statement 2017

Jan 4, 2017

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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)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, 23 JANUARY 2017

I/We (Note 1) of being the registered holder(s) of (Note 2) shares of HK$0.20 (“Shares”) each in the capital of Siberian Mining Group Company Limited (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (Note 3) of

as my/our proxy to (a) attend on my/our behalf at the Extraordinary General Meeting (and at any adjournment thereof) of the Company to be held at The Jasmine Room of Best Western Plus Hotel Hong Kong at 3rd Floor, 308 Des Voeux Road West, Hong Kong on Monday, 23 January 2017 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below (Note 4) :—

		FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING	FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING	FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING	FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING
		TO BE HELD ON MONDAY, 23 JANUARY 2017te 1)
		registered holder(s) of_(Note 2)shar0 (“Shares”) each in the capital of Siberian Mining Group Company Limited (the “Company”), HEREBY APPOINT THE CHAIRMANETING or(Note 3)_
		r proxy to (a) attend on my/our behalf at the Extraordinary General Meeting (and at any adjournment thereof) of the Company to be held at The Jasmine Rootern Plus Hotel Hong Kong at 3rd Floor, 308 Des Voeux Road West, Hong Kong on Monday, 23 January 2017 at 3:00 p.m. for the purpose of considering at, passing the resolutions set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in myn respect of the resolutions as indicated below_(Note 4)_:—
		ORDINARY RESOLUTIONS (Note 5)	FOR (Note 4)	AGAINST (Note 4)
1.	(((	a)To approve, confirm and ratify the Lucrezia Loan Capitalisation Agreement (as defined in thenotice of the Extraordinary General Meeting dated 5 January 2017 (the “Notice”));b)To approve and grant the Specifc Mandate No.1 (as defned in the Notice) to the directors of theCompany to exercise the powers of the Company to allot and issue the Lucrezia CapitalisationShares (as defned in the Notice) credited as fully paid; andc)To authorise any director of the Company to sign, seal, execute, perfect, deliver and do all suchdocuments, deeds, acts, matters and things as he may in his absolute discretion consider necessaryor desirable or expedient for the purpose of or in connection with the allotment and issue of theLucrezia Capitalisation Shares under the Specifc Mandate No.1.
2.	(a)To approve, confrm and ratify the Token Century Loan Capitalisation Agreement (as defned inthe Notice);(b)To approve and grant the Specific Mandate No.2 (as defined in the Notice) to the directorsof the Company to exercise the powers of the Company to allot and issue the Token CenturyCapitalisation Shares (as defned in the Notice) credited as fully paid; and(c)To authorise any director of the Company to sign, seal, execute, perfect, deliver and do all suchdocuments, deeds, acts, matters and things as he may in his absolute discretion consider necessaryor desirable or expedient for the purpose of or in connection with the allotment and issue of theToken CenturyCapitalisation Shares under the Specifc Mandate No.2.	a)To approve, confrm and ratify the Token Century Loan Capitalisation Agreement (as defned inthe Notice);b)To approve and grant the Specific Mandate No.2 (as defined in the Notice) to the directorsof the Company to exercise the powers of the Company to allot and issue the Token CenturyCapitalisation Shares (as defned in the Notice) credited as fully paid; and
3.	(a)To approve, confrm and ratify the First Glory Loan Capitalisation Agreement (as defned in theNotice);(b)To approve and grant the Specifc Mandate No.3 (as defned in the Notice) to the directors of theCompany to exercise the powers of the Company to allot and issue the First Glory CapitalisationShares (as defned in the Notice) credited as fully paid; and(c)To authorise any director of the Company to sign, seal, execute, perfect, deliver and do all suchdocuments, deeds, acts, matters and things as he may in his absolute discretion consider necessaryor desirable or expedient for the purpose of or in connection with the allotment and issue of theFirst GloryCapitalisation Shares under the Specifc Mandate No.3.
4.	(a)To approve, confirm and ratify the Pioneer Loan Capitalisation Agreement (as defined in theNotice);(b)To approve and grant the Specifc Mandate No.4 (as defned in the Notice) to the directors of theCompany to exercise the powers of the Company to allot and issue the Pioneer CapitalisationShares (as defned in the Notice) credited as fully paid; and(c)To authorise any director of the Company to sign, seal, execute, perfect, deliver and do all suchdocuments, deeds, acts, matters and things as he may in his absolute discretion consider necessaryor desirable or expedient for the purpose of or in connection with the allotment and issue of thePioneer Capitalisation Shares under the Specifc Mandate No.4.
5.	(a)To approve, confrm and ratify the Kim Wuju Loan Capitalisation Agreement (as defned in theNotice);(b)To approve and grant the Specifc Mandate No.5 (as defned in the Notice) to the directors of theCompany to exercise the powers of the Company to allot and issue the Kim Wuju CapitalisationShares (as defned in the Notice) credited as fully paid; and(c)To authorise any director of the Company to sign, seal, execute, perfect, deliver and do all suchdocuments, deeds, acts, matters and things as he may in his absolute discretion consider necessaryor desirable or expedient for the purpose of or in connection with the allotment and issue of theKim Wuju Capitalisation Shares under the Specifc Mandate No.5.

Dated this

day of 2017

Signature:

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK LETTERS .

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, please strike out the words “ THE CHAIRMAN OF THE MEETING ” and insert the name and address of the proxy desired in the space provided. You may appoint one or more proxies to attend the Meeting. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “AGAINST” . Failure to complete any of the boxes will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. The full text of resolutions referred to above appears in the notice of the extraordinary general meeting dated 5 January 2017.

6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorized.

7. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.

8. To be valid, this form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

9. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.

• For identification purpose only