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Qiniu Limited Share Issue/Capital Change 2011

Aug 19, 2011

50678_rns_2011-08-19_3c822b59-2e51-4570-9c51-73c1ed5a0d7d.pdf

Share Issue/Capital Change

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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.

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 SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every 20 issued and unissued Shares of HK$0.01 each will be consolidated into one Consolidated Share of HK$0.2 each.

The Share Consolidation is subject to the Shareholders’ approval at the EGM at which no Shareholders are required to abstain from voting on the resolution in relation to the Share Consolidation. A circular containing further details of the Share Consolidation and the notice of the EGM are expected to be dispatched to the Shareholders on 9 September 2011.

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every 20 issued and unissued Shares of HK$0.01 each will be consolidated into one Consolidated Share of HK$0.2 each. Fractional Consolidated Shares will be disregarded and not issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of share certificates held by such holder.

Currently, the Shares are traded on the Stock Exchange in the board lot size of 10,000 Shares. Upon the Share Consolidation becoming effective, the board lot size for trading in the Consolidated Shares will remain as 10,000 Consolidated Shares.

EFFECTS OF THE SHARE CONSOLIDATION

As at the date of this announcement, the authorised share capital of the Company is HK$1,000,000,000 divided into 100,000,000,000 Shares of HK$0.01 each, of which 2,840,413,060 Shares have been allotted and issued as fully paid or credited as fully paid. Upon the Share Consolidation becoming effective, on the basis that the Company does not allot, issue or purchase any Shares prior thereto, the authorised share capital of the Company shall become HK$1,000,000,000 divided into 5,000,000,000 Consolidated Shares of HK$0.2 each, of which 142,020,653 Consolidated Shares will have been alloted and issued as fully paid or credited as fully paid.

* For identification purpose only

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DEALINGS OF THE CONSOLIDATED SHARES

The Consolidated Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on Stock Exchange, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders, save for any fractional Consolidated Shares to which the Shareholders may be entitled.

CONDITIONS OF THE SHARE CONSOLIDATION

The Share Consolidation is conditional on:

  • (i) the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM;

  • (ii) the Listing Committee of the Stock Exchange granting approval for the listing of, and the permission to deal in, the Consolidated Shares in issue; and

  • (iii) the approval of the relevant regulatory authority, if any.

LISTING APPLICATION

An application will be made by the Company to the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares to be in issue upon the Share Consolidation becoming effective.

REASONS FOR THE SHARE CONSOLIDATION

Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00 the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. In view of the recent trading price of the Shares, the Board proposes to implement the Share Consolidation. The Share Consolidation will enable the Company to comply with the trading requirements under the Listing Rules. The Share Consolidation will increase the nominal value of the Shares of the Company, and is expected to bring about a corresponding increase in the trading price of the Consolidated Shares. Accordingly, the Board is of the view that the Share Consolidation is in the interest of the Company and the Shareholders as a whole.

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ARRANGEMENT ON ODD LOT TRADING

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company will appoint a securities firm to provide matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares. Details of the odd lot arrangement will be set out in the circular to be dispatched to the Shareholders in relation to the Share Consolidation.

EXCHANGE OF SHARE CERTIFICATES

Subject to the Share Consolidation becoming effective, which is expected to be on 3 October 2011, Shareholders may, on or after 3 October 2011 until 4:00 p.m. on 9 November 2011 (both days inclusive), submit share certificates for existing Shares 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, to exchange, at the expense of the Company, for certificates of the Consolidated Shares (on the basis of 20 existing Shares for one Consolidated Share). Thereafter, certificates of Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each certificate issued or cancelled, whichever is higher. Existing certificates for the Shares will remain effective as documents of title but will not be accepted for delivery, trading and settlement purpose and may be exchanged for certificates for Consolidated Shares at any time.

SHARE OPTIONS

As at the date of this announcement, there are outstanding options granted under the Share Option Scheme to subscribe for 3,912,000 Shares. An independent financial adviser or the auditor of the Company will be engaged by the Company in accordance with the terms of the Share Option Scheme to certify in writing as to the adjustments (if any) required to be made in respect of the outstanding options as a result of the Share Consolidation. The Company will make a further announcement about the adjustments in due course.

Save as aforesaid, as at the date of this announcement, the Company has no other outstanding convertible securities, options or warrants in issue which may confer any right to subscribe for convert or exchange into Shares.

EXPECTED TIMETABLE

Set out below is the expected timetable for the implementation of the Share Consolidation:

Despatch of circular with notice of EGM.................................................................... Friday, 9 September 2011

Latest time for lodging forms of proxy for the EGM.................. 3:00 p.m. on Wednesday, 28 September 2011

Date of EGM ......................................................................................... 3:00 p.m. on Friday, 30 September 2011

Publication of announcement of the result of the EGM

in respect of the approval of the Share Consolidation .......................................... Friday, 30 September 2011

Effective date of the Share Consolidation .....................................................................Monday, 3 October 2011

First day for free exchange of existing share certificates

for new share certificates............................................................................................Monday, 3 October 2011

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Original counter for trading in Shares in board lots of 10,000 Shares temporarily closes ............................................................. 9:00 a.m. Monday, 3 October 2011

Temporary counter for trading in Consolidated Shares

in board lots of 500 Consolidated Shares

(in the form of existing share certificates) opens ..................................... 9:00 a.m. Monday, 3 October 2011

Original counter for trading in Consolidated Shares

in new board lots of 10,000 Consolidated Shares

(in the form of new share certificates) re-opens..................................... 9:00 a.m. Tuesday, 18 October 2011

Parallel trading in Consolidated Shares in the form

of new share certificates and existing share

certificates commences............................................................................ 9:00 a.m. Tuesday, 18 October 2011

Designated broker starts to stand in the market to provide

matching services for odd lots of Consolidated Shares ..........................................Tuesday, 18 October 2011

Temporary counter for trading in Consolidated Shares

in board lots of 500 Consolidated Shares

(in the form of existing share certificates) closes................................. 4:00 p.m. Monday, 7 November 2011

Parallel trading in Consolidated Shares in the form of

new share certificates and existing share certificates ends .................. 4:00 p.m. Monday, 7 November 2011

Designated broker ceases to stand in the market to provide

matching services for odd lots of Consolidated Shares ....................... 4:00 p.m. Monday, 7 November 2011

Last day for free exchange of existing share certificates

for new share certificates...................................................................................Wednesday, 9 November 2011

EGM AND CIRCULAR

The Share Consolidation is subject to the Shareholders’ approval at the EGM at which no Shareholders are required to abstain from voting on the resolution in relation to the Share Consolidation. A circular containing further details of the Share Consolidation and the notice of the EGM are expected to be dispatched to the Shareholders on 9 September 2011.

DEFINITIONS

In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise:

“Board” the board of Directors “CCASS” the Central Clearing and Settlement System established and operated by HKSCC

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

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“Consolidated Share(s)”

ordinary share(s) of HK$0.2 each in the share capital of the Company upon the Share Consolidation becoming effective

“Directors” the directors of the Company
“EGM” the extraordinary general meeting of the Company to be convened for the
purpose of considering and, if thought fit, approving the Share Consolidation
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of
China
“HKSCC” Hong Kong Securities Clearing Company Limited
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange of
Hong Kong Limited
“Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company
“Share Consolidation” the proposed consolidation of every 20 Shares into one Consolidated Share
“Share Option Scheme” the share option scheme adopted by the Company on 19 October 2002
“Shareholder(s)” the holder(s) of the Shares
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“HK$” or “HK Dollar(s)” Hong Kong dollar(s), the lawful currency of Hong Kong from time to time

By Order of the Board SIBERIAN MINING GROUP COMPANY LIMITED Lim Ho Sok Chairman

Hong Kong, 19 August 2011

As at the date of this announcement, the Board comprises Mr. Lim Ho Sok and Mr. Shin Min Chul as executive Directors, Mr. Pang Ngoi Wah Edward as non-executive Director, and Mr. Liew Swee Yean, Mr. Tam Tak Wah and Mr. Young Yue Wing Alvin as independent non-executive Directors.

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