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Qiniu Limited — Proxy Solicitation & Information Statement 2020
Apr 2, 2020
50678_rns_2020-04-02_18a907e7-71b2-4fb8-a743-8dc84db352e1.pdf
Proxy Solicitation & Information Statement
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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.
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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)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “ EGM ”) of Siberian Mining Group Company Limited (the “ Company ”) will be held at The Jasmine Room of Best Western Plus Hotel Hong Kong at 3rd Floor, 308 Des Voeux Road West, Hong Kong on Wednesday, 22 April 2020 at 3:00 p.m. for the purpose of considering and, if thought fit, passing with or without modifications the following resolution as an ordinary resolution of the Company:
ORDINARY RESOLUTION
“ THAT subject to and conditional upon, among others, the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) of the listing of, and permission to deal in, the Consolidated Shares (as defined below) to be in issue upon the Share Consolidation (as defined below) becoming effective:
- (a) with effect from the second business day after the date on which this resolution is passed, being a day on which shares of the Company are traded on the Stock Exchange, every ten (10) issued and unissued ordinary shares of a par value of HK$0.20 each in the share capital of the Company be consolidated into one (1) consolidated share (each a “ Consolidated Share ”) (the “ Share Consolidation ”), such Consolidated Shares to rank pari passu in all respects with each other and to 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;
- For identification purpose only
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(b) all fractional Consolidated Shares resulting from the Share Consolidation are to be disregarded and are not to be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold and retained for the benefit of the Company in such manner and on such terms as the Director(s) may think fit; and
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(c) the Director(s) be and are authorised to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary, desirable or expedient to give effect to the foregoing arrangements for the Share Consolidation.”
By Order of the Board SIBERIAN MINING GROUP COMPANY LIMITED LEE Jaeseong Chairman
Hong Kong, 3 April 2020
Principal Place of Business:
Units A & B, 15th Floor, Chinaweal Centre 414-424 Jaffe Road Causeway Bay Hong Kong
Notes:
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A member of the Company entitled to attend and vote at the aforesaid extraordinary general meeting (the “ EGM ”) is entitled to appoint one or (if holding two or more shares) more proxies to attend and vote in his stead. A proxy need not be a member of the Company.
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To be valid, the form of proxy together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Company’s Hong Kong branch share registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong before 3:00 p.m. on 20 April 2020 (Monday), which is not later than 48 hours before the time fixed for holding the EGM or any adjournment thereof.
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For determining the entitlement of the Shareholders of the Company to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 17 April 2020 to Wednesday, 22 April 2020 (both days inclusive) during which period no transfer of shares will be registered. In order to qualify for entitlement to attend and vote at the EGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Thursday, 16 April 2020.
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Completion and return of the form of proxy will not preclude members from attending and voting at the EGM.
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The voting on the proposed resolution at the EGM will be conducted by way of poll.
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(a) Subject to paragraph (b) below, if a tropical cyclone warning signal No. 8 or above is expected to be hoisted or a black rainstorm warning signal is expected to be in force at any time between 8:00 a.m. and 5:00 p.m. on the date of the EGM, the EGM will be postponed and shareholders will be informed of the date, time and venue of the postponed EGM by a supplemental notice posted on the respective websites of the Company and Hong Kong Exchanges and Clearing Limited.
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(b) If a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is lowered or cancelled 4 hours before the time for holding of the EGM (i.e. at or before 11:00 a.m.) and where conditions permit, the EGM will be held as scheduled.
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(c) The EGM will be held as scheduled when an amber or red rainstorm warning signal is in force.
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(d) After considering their own situations, shareholders should decide on their own whether or not they would attend the EGM under any bad weather condition and if they do so, they are advised to exercise care and caution.
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The Chinese translation of this notice is for reference only, and in case of any inconsistency, the English version shall prevail.
As at the date of this announcement, the Board of the Company consists of Mr. Lee Jaeseong and Mr. Im Jonghak as executive directors, and Ms. Chen Dai, Mr. Kwok Kim Hung Eddie, Mr. Lee Sungwoo and Mr. Leung Yau Wan John as independent non-executive directors.
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