Qiniu Limited — Proxy Solicitation & Information Statement 2021

Dec 3, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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 licensed securities dealer, 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 immediately hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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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)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of Siberian Mining Group Company Limited to be held at Units 1603-1604, 16th Floor, Causeway Bay Plaza 1, 489 Hennessy Road, Causeway Bay, Hong Kong on 29 December 2021 (Wednesday) at 3:00 p.m. is set out on pages 7 to 8 of this circular.

Whether or not you are able to attend the extraordinary general meeting in person, you are requested to complete and return the form of proxy enclosed with this circular in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event before 3:00 p.m. on 27 December 2021 (Monday), which is no less than 48 hours before the time appointed for holding the extraordinary general meeting or any adjournment (as the case may be) thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting (as the case may be) in person if you so wish.

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING (‘‘EGM’’)

Please see page 1 of this circular for measures to be taken to prevent and control the spread of the 2019 novel coronavirus disease (“COVID-19”) at the EGM, including:

• compulsory body temperature checks and health declarations

• wearing of surgical face masks at the EGM venue and throughout the EGM

• no distribution of corporate gifts and no serving of refreshments

Any person who does not comply with the precautionary measures for COVID-19 will be denied entry into the EGM venue. All attendees will be required to wear surgical face masks. The Company reminds the Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolution at the EGM as an alternative to attending the EGM in person.

6 December 2021

* For identification purpose only

CONTENTS

	Page
PRECAUTIONARY MEASURES FOR THE EGM..............................................................	1
DEFINITIONS...........................................................................................................................	2
LETTER FROM THE BOARD...............................................................................................	3
NOTICE OF EGM.....................................................................................................................	7

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PRECAUTIONARY MEASURES FOR THE EGM

In view of the ongoing 2019 novel coronavirus (“ COVID-19 ”) pandemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the EGM to protect the attending Shareholders, staffs and other stakeholders from the risk of infection:

• (i) Compulsory body temperature checks will be conducted on all Shareholders, proxies and other attendees at the entrance of the EGM venue. Any person with a body temperature of over 37.3 degrees Celsius will be denied entry into the EGM venue or be required to leave the EGM venue.

• (ii) All Shareholders, proxies and other attendees are required to complete and submit at the entrance of the EGM venue a health declaration form. Any person who does not comply with this requirement will be denied entry into the EGM venue or be required to leave the EGM venue.

• (iii) All attendees will be required to wear surgical face masks at all time at the EGM venue (including queuing for registration outside the EGM venue and throughout the EGM), and to maintain a safe distance between seats. No masks will be provided at the EGM venue and attendees should wear their own masks.

• (iv) No corporate gifts will be distributed and no refreshments will be served.

Attendees are in addition requested to observe and practise good personal hygiene at all times. To the extent permitted under law, the Company reserves the right to deny entry of any person into the EGM venue or require any person to leave the EGM venue in order to ensure the safety of the attendees at the EGM.

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the EGM arrangements at short notice. Shareholders should check the Company’s website at http://siberian.todayir.com for future announcements and updates on the EGM arrangements.

In the interest of all stakeholders’ health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. As an alternative, by using form of proxy with voting instructions inserted, the Shareholders may appoint the chairman of the EGM as their proxy to vote on the relevant resolution at the EGM instead of attending the EGM in person.

The form of proxy for the EGM is enclosed with this circular. Alternatively, the form of proxy can be downloaded from the Company’s website at http://siberian.todayir.com and the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk.

If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks, brokers or custodians (as the case may be) to assist you in the appointment of proxy.

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DEFINITIONS

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

• “Board”

the board of Directors

• “Change of Company Name”

the proposed change of English name of the Company from “Siberian Mining Group Company Limited” to “E&P Global Holdings Limited” and the adoption and registration of the Chinese name “能源及能量環球控股有限公司” as the new dual foreign name of the Company to replace its existing Chinese name of “西伯利亞礦業集團有限公司” which is currently used for identification purposes only

• “Company” Siberian Mining Group Company Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

• “Director(s)” the director(s) of the Company

• “EGM” the extraordinary general meeting of the Company to be held at Units 1603-1604, 16th Floor, Causeway Bay Plaza 1, 489 Hennessy Road, Causeway Bay, Hong Kong on 29 December 2021 (Wednesday) at 3:00 p.m.

• “EGM Notice” the notice convening the EGM as set out on pages 7 to 8 of this circular

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Share(s)” the ordinary share(s) of HK$2.00 each in the share capital of the Company

• “Shareholder(s)” holder(s) of the Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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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)

Executive Directors: LEE Jaeseong (Chairman) IM Jonghak Independent Non-executive Directors: CHEN Dai KWOK Kim Hung Eddie LEUNG Yau Wan John

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: Units A & B, 15th Floor Chinaweal Centre 414-424 Jaffe Road Causeway Bay, Hong Kong

6 December 2021

To the Shareholders,

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 18 November 2021 in relation to, among other matters, the proposed Change of Company Name.

The purpose of this circular is to provide you with further information regarding the proposed Change of Company Name and to give you notice of EGM in order to enable you to make an informed decision as to whether to vote for or against the special resolution relating to the proposed Change of Company Name.

* For identification purpose only

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LETTER FROM THE BOARD

2. CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “Siberian Mining Group Company Limited” to “E&P Global Holdings Limited” and to adopt and register the Chinese name “能源及能量環球控股有限公司” as the new dual foreign name of the Company to replace its existing Chinese name of “西伯利亞礦業集團有限公司” which is currently used for identification purposes only.

A. Conditions of the Change of Company Name

The proposed Change of Company Name is subject to the following conditions:

• (a) the passing of a special resolution by the Shareholders at the EGM to approve the proposed Change of Company Name; and

• (b) the Registrar of Companies in the Cayman Islands granting approval for the proposed Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Change of Company Name will take effect from the date of entry of the new English name and the new dual foreign name in Chinese of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands, in place of the existing English name of the Company, and the issuance of a certificate of incorporation on change of name. The Company will then carry out the necessary filing procedures with the Companies Registry in Hong Kong and will submit all relevant documents to the Stock Exchange.

B. Reasons for the Change of Company Name

The Board considers that the proposed Change of Company Name will better reflect the current business focus of the Group and its direction for future development. The Board believes that the new English and Chinese names of the Company will provide the Company with a fresh corporate image and identity which will benefit the Company’s future business development. Therefore, the Board considers that the proposed Change of Company Name is in the best interest of the Company and the Shareholders as a whole.

C. Effect of the Change of Company Name

The proposed Change of Company Name will not affect any rights of the holders of securities of the Company. The existing certificates of securities in issue bearing the present name of the Company will, after the proposed Change of Company Name becomes effective, continue to be evidence of title to such securities and the existing share certificates will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for exchange of the existing certificates of securities for new certificates bearing the new name of the Company. Once the proposed Change of Company Name becomes effective, new certificates of securities will be issued only in the new name of the Company.

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LETTER FROM THE BOARD

3. EGM

The notice of the EGM is set out on pages 7 to 8 of this circular.

To the extent that the Directors are aware, having made all reasonable enquiries, none of the Shareholders is required to abstain from voting on the proposed resolution at the EGM.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you intend to attend and vote in the EGM, you are requested to complete the form of proxy enclosed in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable but in any event before 3:00 p.m. on 27 December 2021 (Monday), which is no less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from subsequently attending and voting at the EGM or any adjourned meeting thereof should you so wish.

The resolution proposed to be approved at the EGM will be taken by poll and an announcement will be made by the Company after the EGM on the results of the EGM.

4. CLOSURE OF REGISTER OF MEMBERS

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 Thursday, 23 December 2021 to Wednesday, 29 December 2021 (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 Registrar at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 22 December 2021 which is the last registration date for the EGM.

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.

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LETTER FROM THE BOARD

6. RECOMMENDATION

Based on the above, the Directors consider that the proposed Change of Company Name are in the best interest of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the special resolution to be proposed at the EGM.

Yours faithfully, By Order of the Board SIBERIAN MINING GROUP COMPANY LIMITED LEE Jaeseong Chairman

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NOTICE OF EGM

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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 Units 1603-1604, 16th Floor, Causeway Bay Plaza 1, 489 Hennessy Road, Causeway Bay, Hong Kong on 29 December 2021 (Wednesday) at 3:00 p.m. for the purpose of considering and, if thought fit, passing the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands being obtained, the English name of the Company be changed from “Siberian Mining Group Company Limited” to “E&P Global Holdings Limited” and “能源及能量環球控股有限公司” be adopted and registered as the new dual foreign name of the Company to replace its existing Chinese name of “西伯利亞礦業集團有限公司” which is currently used for identification purposes only with effect from the date of entry of the new names of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands; and any one or more of the directors or the company secretary of the Company be and is/are hereby authorised generally to do such acts and things and execute all documents (whether by hand, under seal or as a deed) or make such arrangements as he/she/they may consider necessary or expedient to effect the aforesaid change of name of the Company.’’

By Order of the Board SIBERIAN MINING GROUP COMPANY LIMITED LEE Jaeseong Chairman

Hong Kong, 6 December 2021

Principal Place of Business: Units A & B, 15th Floor Chinaweal Centre 414-424 Jaffe Road Causeway Bay Hong Kong

* For identification purpose only

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NOTICE OF EGM

Notes:

1. 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.

2. 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 Hong Kong branch share registrar of the Company, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong before 3:00 p.m. on 27 December 2021 (Monday), which is not later than 48 hours before the time fixed for holding the EGM or any adjournment thereof.

3. In order to qualify for the right to attend and vote at the EGM, all relevant share certificates and properly completed transfer forms must be lodged for registration 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 4:30 p.m. on 22 December 2021 (Wednesday) which is the last registration date for the EGM.

4. Completion and return of the form of proxy will not preclude members from attending and voting at the EGM.

5. The voting on the resolutions at the EGM will be conducted by way of a poll.

6. (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.

7. (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.

8. (c) The EGM will be held as scheduled when an amber or red rainstorm warning signal is in force.

9. (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.

10. In order to facilitate the prevention and control of the spreading of the Novel Coronavirus (COVID-19) pandemic and to safeguard the health and safety of the shareholders of the Company, the Company encourages its shareholders to consider appointing the chairman of the EGM as his/her proxy to vote on the relevant resolution at the EGM as an alternative to attending in person.

11. The Chinese translation of this notice is for reference only, and in case of any inconsistency, the English version shall prevail.

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