Qiniu Limited — AGM Information 2011

Jul 14, 2011

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, you should at once hand this circular and the accompanying form of proxy to the purchaser or the 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 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.

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 GENERAL MANDATES TO ISSUE SHARES

AND REPURCHASE SHARES;

RE-ELECTION OF DIRECTORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Siberian Mining Group Company Limited to be held at The Lily Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong on 15 August 2011 at 3:00 p.m. is set out on pages 14 to 17 of this circular.

Whether or not you are able to attend the annual 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, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjourned thereof. Completion and delivery of a form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting in person if you so wish.

15 July 2011

* For identification purpose only

CONTENTS

		Page
DEFINITIONS..............................................................................................................................		1
LETTER	FROM THE BOARD
Introduction ..........................................................................................................................		3
1.	General Mandate to Issue Shares ..............................................................................	4
2.	General Mandate to Repurchase Shares ...................................................................	5
3.	Re-election of Directors ............................................................................................	5
4.	Annual General Meeting ...........................................................................................	5
5.	Listing Rules Requirement ........................................................................................	5
6.	Responsibility Statement ...........................................................................................	6
7.	Recommendation........................................................................................................	6
APPENDIX I — EXPLANATORY STATEMENT.......................................................		7
APPENDIX II — DETAILS OF DIRECTORS PROPOSED
	TO BE RE-ELECTED....................................................................	11
NOTICE	OF ANNUAL GENERAL MEETING......................................................................	14

– i –

DEFINITIONS

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

“AGM” the annual general meeting of the Company to be held at The Lily Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong on 15 August 2011 at 3:00 p.m. “Articles of Association” articles of association of the Company “Associate(s)” has the meaning ascribed thereto under the Listing Rules “Board” the board of Directors “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

“Directors” the director(s) of the Company “General Mandate” the general mandate proposed to be granted to the Directors at the AGM to issue further new Shares not exceeding 20% of the issued share capital of the Company as at the date of passing the relevant resolution granting such mandate

• “Group” the Company and its subsidiaries

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

• “Latest Practicable Date” 11 July 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

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

• “Registrar” Hong Kong branch share registrar of the Company, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong

• “Refreshed General Mandate” The general mandate granted to the Directors by the Shareholders at the extraordinary general meeting held on 3 December 2010 to issue Shares not exceeding 20% of the issued share capital of the Company as at the date of extraordinary general meeting held on 3 December 2010

– 1 –

DEFINITIONS

“Repurchase Mandate”	the repurchase mandate proposed to be granted to the Directors
	at the AGM to exercise the powers of the Company to repurchase
	up to a maximum of 10% of the issued share capital of the
	Company as at the date of passing the relevant resolution
	granting such mandate
“SFO”	the Securities and Futures Ordinance (Chapter 571 of Laws of
	Hong Kong)
“Shares”	Ordinary share(s) of HK$0.01 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

– 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: LIM Ho Sok (Chairman) SHIN Min Chul

Non-executive Director: PANG Ngoi Wah Edward

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent Non-executive Directors: LIEW Swee Yean TAM Tak Wah Young Yue Wing Alvin

Head Office and Principal Place of Business: 16th Floor No. 8 Queen’s Road Central Central Hong Kong

15 July 2011

To the Shareholders,

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE SHARES

AND REPURCHASE SHARES; RE-ELECTION OF DIRECTORS;

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM. These include: (i) the ordinary resolutions granting the Directors general mandates to issue Shares; (ii) the ordinary resolutions granting the Directors general mandates to repurchase Shares; (iii) extension of general mandate to issue Shares; and (iv) re-election of Directors.

* For identification purpose only

– 3 –

LETTER FROM THE BOARD

1. GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 5 August 2010, ordinary resolutions were passed granting general mandate to the Directors to allot, issue and deal with up to 283,332,612 new Shares, being 20% of the issued share capital of the Company as at 5 August 2010. As set out in the announcements of the Company dated 4 October 2010, 9 October 2010 and 14 October 2010, respectively, a total of 280,000,000 new Shares have been allotted and issued pursuant to the general mandate granted at the annual general meeting of the Company held on 5 August 2010, which represented approximately 98.82% of the general mandate being utilized.

At the extraordinary general meeting held on 3 December 2010, the Shareholders approved, among other things, the grant of a refreshed general mandate to the Directors to allot, issue and deal with 388,082,612 new Shares, representing 20% of the issued share capital of the Company as at the date of extraordinary general meeting held on 3 December 2010. Pursuant to the 2 subscription agreements dated 16 February 2011 and 11 May 2011, respectively, a total of 388,000,000 Shares were allotted and issued by the Company under the Refreshed General Mandate, which represented approximately 99.98% of the Refreshed General Mandate being utilized. The unutilized Refreshed General Mandate will lapse at the conclusion of the AGM.

Two ordinary resolutions, as set out in the notice of the AGM, will be proposed for the following purposes:—

Ordinary Resolution no. 4 — to grant to the Directors a general mandate to allot, issue and deal with new Shares up to a maximum of 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution; and

Ordinary Resolution no. 6 — to increase the aggregate nominal amount of share capital of the Company which the Directors may issue under the general mandate if given in the Ordinary Resolution no. 4 by the aggregate nominal amount of share capital of the Company repurchased under the general mandate if given in the Ordinary Resolution no. 5.

These General Mandate and the extension of the General Mandate will expire on the earliest of (a) the date of the next annual general meeting; (b) the date by which the next annual general meeting of the Company is required to be held by law or by the Articles of Association; or (c) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

The Company had 2,840,413,060 Shares in issue as at the Latest Practicable Date. Subject to the passing of the aforesaid Ordinary Resolution no. 4 and in accordance with the terms therein, the Company would be allowed to issue additional Shares up to the aggregate nominal amount of a maximum of 568,082,612 Shares on the basis that no further Shares will be issued or repurchased prior to the AGM.

– 4 –

LETTER FROM THE BOARD

2. GENERAL MANDATE TO REPURCHASE SHARES

The Ordinary Resolution no. 5 as set out in the notice of the AGM will be proposed to grant to the Directors a general mandate to exercise the powers of the Company to repurchase the Company’s fully paid up Shares representing up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution.

The Listing Rules contain provisions to regulate the repurchase by companies with primary listings on the Stock Exchange of their own securities on the Stock Exchange.

In accordance with the Listing Rules, Appendix I to this circular serves as the explanatory statement, to provide you with the requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution for granting of the Repurchase Mandate.

3. RE-ELECTION OF DIRECTORS

At the AGM, ordinary resolutions will also be proposed to approve, the re-election of retiring Directors.

Pursuant to Article 86(3) of the Articles of Association, Mr. Pang Ngoi Wah Edward and Mr. Young Yue Wing Alvin will hold office only until the AGM and is then eligible for re-election. Pursuant to Article 87 of the Articles of Association, Mr. Lim Ho Sok and Mr. Tam Tak Wah shall retire by rotation in the AGM and, being eligible, offer themselves for re-election.

Particulars of the aforesaid Directors are set out in Appendix II to this circular.

4. ANNUAL GENERAL MEETING

The notice of the AGM is set out on pages 14 to 17 of this circular.

A form of proxy for the AGM is enclosed with this circular. Whether or not you propose to attend the AGM, you are requested to complete the form of proxy and return the same to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from subsequently attending and voting at the AGM or any adjournment thereof if you so wish.

5. LISTING RULES REQUIREMENT

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the AGM in accordance with the Articles of Association. The results of the poll shall be deemed to be the resolution of the general meeting in which the poll was demanded or required and the poll results will be published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkex.com.hk) and the Company (www.ilinkfin.net/ siberian_mining) after the AGM.

– 5 –

LETTER FROM THE BOARD

6. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no facts the omission of which would make any statement herein misleading.

7. RECOMMENDATION

The Directors believe that the proposals mentioned above, including the proposals for (i) granting the Directors general mandates to issue new Shares; (ii) granting the Directors general mandates to repurchase Shares; (iii) extension of general mandate to issue Shares; and (iv) re-election of Directors are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of all of these resolutions to be proposed at the AGM.

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

– 6 –

EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as the explanatory statement, as required by the Listing Rules, to provide requisite information to Shareholders for their consideration as to whether to vote for or against the ordinary resolution to be proposed at the AGM for the granting of the Repurchase Mandate.

This explanatory statement contains all the information required pursuant to rule 10.06 of the Listing Rules which is set out as follows:—

SHARE CAPITAL

As at the Latest Practicable Date, the Company had in issue aggregate of 2,840,413,060 Shares which are fully paid.

Subject to the passing of the Ordinary Resolution no. 5 as set out in the notice of the AGM and in accordance with the terms therein, the Company would be allowed under the Repurchase Mandate to repurchase fully paid up Shares up to the aggregate nominal amount of a maximum of 284,041,306 Shares on the basis that no further Shares will be issued or repurchased prior to the AGM.

REASONS FOR SHARE REPURCHASE

Although the Directors have no present intention of repurchasing any securities of the Company, they believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and its Shareholders. Trading conditions on the Stock Exchange have sometimes been volatile. At any time in the future when securities trading at a discount to their underlying value, the ability of the Company to repurchase securities will be beneficial to those Shareholders who retain their investment in the Company since their interests in the assets of the Company would increase in proportion to the number of securities repurchased by the Company and thereby resulting in an increase in net asset value and/or earnings per Share. Such repurchases will only be made when the Directors believe that the repurchases will benefit the Company and its Shareholders as a whole.

FUNDING OF REPURCHASES

In repurchasing securities, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association and the applicable laws and regulations of the Cayman Islands. Securities may only be repurchased out of the profits of the Company or out of the proceeds of a fresh issue of shares made for the purpose of repurchase. The premium, if any, payable on repurchases must have been provided for out of the profits of the Company or out of the Company’s share premium account before or at the time the securities are repurchased. The Company may not purchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

– 7 –

EXPLANATORY STATEMENT

APPENDIX I

SHARE PRICES

The highest and lowest prices at which Shares have been traded during each of the twelve months preceding the Latest Practicable Date and up to the Latest Practicable Date were as follows:—

		Shares
	Highest		Lowest
	HK$		HK$
2010
July	0.1750		0.1230
August	0.1380		0.0800
September	0.4450		0.0890
October	0.2800		0.1760
November	0.2900		0.1980
December	0.2190		0.1720
2011
January	0.2000		0.1650
February	0.2020		0.1400
March	0.1800		0.1460
April	0.2200		0.1180
May	0.1370		0.1030
June	0.1160		0.0850
July (up to and including the Latest Practicable Date)	0.1120		0.0910

REPURCHASES MADE BY THE COMPANY

Neither the Company nor any of its subsidiaries has purchased any Shares during the six months immediately preceding the Latest Practicable Date.

POSSIBLE MATERIAL ADVERSE IMPACT

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts for the year ended 31 March 2011) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the Company’s working capital requirements or the gearing levels. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make repurchases under the Repurchase Mandate in accordance with the Listing Rules and laws of the Cayman Islands and in accordance with the regulations set out in the Articles of Association.

– 8 –

EXPLANATORY STATEMENT

APPENDIX I

EFFECT OF THE TAKEOVERS CODE

If as a result of share repurchased by the Company, a substantial shareholder’s proportionate interest in voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, could, depending on the level of increase, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 of the Takeovers Code.

As at the Latest Practicable Date and to the best of knowledge and belief of the Company, the following persons were directly or indirectly had an interest in 5% or more of the nominal value of the Shares that carry a right to vote in all circumstances at general meetings of the Company:—

		Approximate
	Number of	percentage of
Name	issued shares held	shareholding
Goldwyn Management Limited_(Note a)_	228,000,000	8.03%
Cordia Global Limited_(Note b)_	455,070,000	16.02%
Co An	147,610,000	5.20%

In the event that the Directors exercised in full the power to repurchase shares of the Company in accordance with the terms of the Ordinary Resolution no. 5 to be proposed at the AGM, the aforesaid interests of Goldwyn Management Limited, Cordia Global Limited and Co An in the Shares as at the Latest Practicable Date would be proportionally increased to approximately 8.92%, 17.80% and 5.77%. In view of this, it would be expected that none of the above persons would give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. However, the Directors have no present intention to exercise the Repurchase Mandate to such extent as would give rise to an obligation to make a mandatory offer under the Takeovers Code or if the repurchase would result in less than 25% of the issued share capital of the Company being held in public hands. Save as above, the Directors are not aware of any consequences which would arise under the Takeovers Code if the Repurchase Mandate is to be exercised in full.

• Note a: Goldwyn Management Limited is wholly and beneficially owned by Mr. Lim Ho Sok. By virtue of the SFO, Mr. Lim Ho Sok and Ms. Lim Chi Wook, being wife of Mr. Lim Ho Sok are deemed to be interested in the 228,000,000 Shares which Goldwyn Management Limited has beneficial interests in.

• Note b: Cordia Global Limited is wholly and beneficially owned by Mr. Choi Sungmin. By virtue of the SFO, Mr. Choi Sungmin and Ms. Jung Mi Na, being wife of Mr. Choi Sungmin are deemed to be interested in the 455,070,000 Shares which Cordia Global Limited has beneficial interests in.

DIRECTORS’ DEALINGS

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their associates presently intends to sell Shares to the Company under the Repurchase Mandate in the event that such mandate as proposed in the Ordinary Resolution no. 5 is approved by the Shareholders.

– 9 –

EXPLANATORY STATEMENT

APPENDIX I

CONNECTED PERSONS

The Company has not been notified by any connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that such mandate as proposed in the Ordinary Resolution no. 5 is approved by the Shareholders.

– 10 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Details of the Directors proposed to be re-elected at the AGM are as follows:

Mr. Lim Ho Sok (“Mr. Lim”)

Mr. Lim, aged 46, was appointed as an executive Director and chairman of the Company on 12 September 2008 and 16 June 2009, respectively. Mr. Lim is also a member of the remuneration committee of the Company and a director of certain subsidiaries of the Group. Prior to joining of the Company, Mr. Lim has extensive experience in the business of banking, securities trading, property investment, financial advisory and related services. Mr. Lim holds a master degree and a bachelor degree in Economics from Brown University, USA and Indiana University, USA, respectively.

Mr. Lim owns 228,000,000 Shares (representing approximately 8.03% of the issued share capital of the Company as at the Latest Practical Date) through corporate interests in Goldwyn Management Limited within the meaning of Part XV of the SFO. Mr. Lim does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company or their respective associates within the meaning of the Listing Rules.

Pursuant to a letter of appointment dated 12 September 2008, Mr. Lim is appointed for an initial term of one year commencing from 12 September 2008 and extended to continue thereafter until terminated by either party by giving not less than one month’s prior notice in writing to the other party. Mr. Lim is also subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Mr. Lim is entitled to an annual director’s fee of HK$240,000 which is determined with reference to his duties, responsibilities and the prevailing market conditions.

Save as disclosed herein, Mr. Lim does not hold any other position with the Company nor any of its subsidiaries nor did he hold any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas nor any other major appointments. There is no other matters that need to be brought to the attention of the Shareholders nor information required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

Mr. Pang Ngoi Wah Edward (“Mr. Pang”)

Mr. Pang, aged 50, was appointed as a non-executive Director on 3 January 2011. Mr. Pang has over 20 years of experience in inter bank foreign exchange and money market field in which Mr. Pang holds senior management positions. Mr. Pang has been working in Hong Kong, Singapore and the Republic of Korea.

Mr. Pang owns 3,500,000 Shares in personal interest within the meaning of Part XV of the SFO. Save as aforesaid, Mr. Pang has no interest in the shares of the Company within the meaning of Part XV of the SFO. He does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company and their respective associates within the meaning of the Listing Rules.

– 11 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Pursuant to a letter of appointment dated 3 January 2011, Mr. Pang is appointed for an initial term of one year commencing from 3 January 2011, which may be extended for such period as the Company and Mr. Pang may agree in writing thereafter. According to the Articles of Association, Mr. Pang will hold office until the next annual general meeting of the Company and shall then eligible for reelection. Mr. Pang is also subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles of Association and may be terminated by either party by giving not less than one month’s prior notice in writing to the other party. Mr. Pang is entitled to receive an annual director’s fee of HK$120,000, which is determined with reference to his qualification, duties, responsibilities and the prevailing market conditions.

Save as disclosed herein, Mr. Pang does not hold any other position with the Company nor any of its subsidiaries nor did he hold any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas nor any other major appointments. There is no other matters that need to be brought to the attention of the Shareholders nor information required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

Mr. Tam Tak Wah (“Mr. Tam”)

Mr. Tam, aged 45, was appointed as an independent non-executive Director on 11 June 2007. Mr. Tam is currently a member of the audit committee and remuneration committee of the Company. Mr. Tam is a fellow member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants of the United Kingdom. He has over 20 years of experience in accounting, corporate finance and corporate development. Mr. Tam is currently an executive director of New Smart Energy Group Limited and an independent non-executive director of Tech Pro Technology Development Ltd, both companies are listed on the Main Board of the Stock Exchange and was an independent non-executive director of National Arts Holdings Limited, a company listed on the Growth Enterprise Market of the Stock Exchange during the period from 8 November 2004 to 23 June 2009.

Mr. Tam has neither interest in the Shares within the meaning of Part XV of the SFO nor any relationship with any directors, senior management, substantial nor controlling shareholders of the Company and their respective associates within the meaning of the Listing Rules.

Except for the position mentioned above, Mr. Tam does not hold any position with the Company nor any of its subsidiaries.

Pursuant to a letter of appointment dated 4 June 2007, Mr. Tam is appointed for an initial term of one year commencing from 11 June 2007 and extended to continue thereafter until terminated by either party by giving not less than one month’s prior notice in writing to the other party. Mr. Tam is also subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the articles of association of the Company. Mr. Tam is entitled to an annual director’s fee of HK$180,000 which is determined with reference to his duties, responsibilities and the prevailing market conditions.

– 12 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Save as disclosed herein, Mr. Tam does not hold any other position with the Company nor any of its subsidiaries nor did he hold any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas nor any other major appointments. There is no other matters that need to be brought to the attention of the Shareholders nor information required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

Mr. Young Yue Wing Alvin (“Mr. Young”)

Mr. Young, aged 50, was appointed as an independent non-executive Director on 9 August 2010. Mr. Young is currently a member of the audit committee of the Company. Mr. Young holds a bachelor degree of arts in mathematics from York University, Canada. He has over 20 years of experience in foreign exchange field and has been working in Hong Kong, Singapore and Republic of Korea.

Mr. Young has neither interest in the Shares within the meaning of Part XV of the SFO nor any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company and their respective associates within the meaning of the Listing Rules.

Pursuant to a letter of appointment dated 9 August 2010, Mr. Young is appointed for an initial term of one year commencing from 9 August 2010 and may be extended for such period as the Company and Mr. Young may agree in writing thereafter. The service may be terminated by either party by giving not less than one month’s prior notice in writing to the other party. Mr. Young is also subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Mr. Young is entitled to annual director’s fee of HKD120,000 which is determined with reference to his qualification, duties, responsibilities and the prevailing market conditions.

Save as disclosed herein, Mr. Young does not hold any other position with the Company nor any of its subsidiaries nor did he hold any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas nor any other major appointments. There is no other matters that need to be brought to the attention of the Shareholders nor information required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

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 THE 2011 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2011 annual general meeting of shareholders of Siberian Mining Group Company Limited (the “ Company ’’) will be held at The Lily Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong on 15 August 2011 at 3:00 p.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and of the auditors for the year ended 31 March 2011;

2. To re-elect directors and to authorize the board of directors to fix their remuneration;

3. To re-appoint BDO Limited as the auditor of the Company and to authorize the board of directors to fix their remuneration;

4. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution;

“THAT

• (a) subject to paragraph (c) of this resolution, the exercise by the directors of the Company (“ Directors ”) during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and otherwise deal with additional shares (“ Shares ”) in the capital of the Company or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make, grant, sign or execute offers, agreements or options, deeds and other documents which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorize the Directors during the Relevant Period to make, grant, sign or execute offers, agreements or options, deeds and other documents which would or might require the exercise of such powers after the end of the Relevant Period;

* For identification purpose only

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in this resolution, otherwise than pursuant to:

• (i) a right issue (as defined below); or

• (ii) the exercise of rights of subscription or conversion attaching to any warrants of the Company or any securities which are convertible into Shares; or

• (iii) the exercise of any option under the share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares of the Company; or

• (iv) scrip dividends or under similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; and

• (v) a specific authority granted by the shareholders of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly;

• (d) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

• i. the conclusion of the next annual general meeting of the Company;

• ii. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable laws of the Cayman Islands to be held; and

• iii. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to the holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).”

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“THAT

• (a) subject to paragraphs (b) and (c) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase Shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) or on any other exchange on which the securities of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose (“ Recognised Stock Exchange ”), subject to and in accordance with the applicable laws of the Cayman Islands and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or the rules of any other Recognised Stock Exchange as amended from time to time, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution and the approval pursuant to paragraph (a) of this resolution be limited accordingly;

• (c) for the purpose of this resolution, “Relevant Period” means the period from the date of passing of this resolution until whichever is the earlier of:

• i. the conclusion of the next annual general meeting of the Company;

• ii. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the applicable laws of the Cayman Islands to be held; and

• iii. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“THAT subject to the passing of the resolutions numbered 4 and 5 as set out in the notice (the “ Notice ”) convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with Shares in the capital of the Company pursuant to the resolution numbered 4 as set out in the Notice be and the same is hereby extended by the addition to the aggregate nominal amount of share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to the resolution numbered 5 as set out in the Notice provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution.”

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

Hong Kong, 15 July 2011

Notes:

• (1) A member of the Company entitled to attend and vote at the aforesaid meeting 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 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

• (3) Completion and return of the form of proxy will not preclude members from attending and voting at the aforesaid meeting.

• (4) A circular containing information regarding proposals for general mandate to issue Shares and repurchase Shares and re-election of Directors will be dispatched to the members of the Company together with the 2011 annual report.

• (5) The voting on the resolutions at the annual general meeting will be conducted by way of a poll.

• (6) 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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