Qiniu Limited — Capital/Financing Update 2011

Aug 11, 2011

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)

MEMORANDUM OF UNDERSTANDING IN RESPECT OF POSSIBLE INVESTMENT IN COAL MINES IN COLOMBIA WITH SK NETWORKS

This announcement is made pursuant to Rule 13.09(1) of the Listing Rules.

The Board is pleased to announce that, on 11 August 2011 (after trading hours), the Company, THL (a wholly-owned subsidiary of the Company) and SK Networks entered into the MOU in relation to the investment of the Target Coal Mines up to a principle amount of USD20 million (approximately HKD156 million).

The MOU may or may not lead to the entering into of the Definitive Agreement and the transactions contemplated thereunder may or may not be consummated. In the event that the Definitive Agreement materializes, the transaction contemplated thereunder may constitute a notifiable transaction for the Company under the Listing Rules. Further announcements will be made in respect thereof as and when required by the Listing Rules.

Shareholders and potential investors are advised to exercise caution when dealing in the Shares of the Company.

This announcement is made pursuant to Rule 13.09(1) of the Listing Rules.

THE MOU

The Board is pleased to announce that on 11 August 2011 (after trading hours), the Company, THL (a whollyowned subsidiary of the Company) and SK Networks entered into the MOU in relation to the investment of the Target Coal Mines, details of which are as follows:

* For identification purpose only

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Date: 11 August 2011

Parties:

• (1) The Company;

• (2) THL, a wholly-owned subsidiary of the Company established recently, intended to be an investment holding company and not yet commenced business as of the date of this announcement; and

• (3) SK Networks, a company incorporated in the Republic of Korea and engaged in diversified global businesses involving export trading, natural resources development, mobile phone supply, petroleum supply, total automotive services, fashion and wine. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, SK Networks is an independent third party who is not a connected person of the Company as defined in the Listing Rules and is independent of the Company and connected person of the Company.

Subject Matter

The major terms of the MOU are summarised as follows:

A. SETTING UP OF THE TARGET JV

Pursuant to the MOU, SK Networks and the SMG Party have agreed to work together and cooperate to explore potential future acquisition in the Target Coal Mines through the Target JV to be established under THL or otherwise mutually agreed, and the primary objective of the Target JV shall be the direct holding of the Target Coal Mines and/or the legal entities in Colombia which will have the beneficial full ownership of the Target Coal Mines, and the Target JV shall take over and be fully entitled to use the Railway License for the purpose of coal and cokes transportation within Colombia.

B. THE ISSUANCE OF EB

As one of the possible means to finance the Target JV, THL is willing to issue the EB up to a principal amount of USD20 million (approximately HKD156 million) to SK Networks and/or its nominated investors and/or the Company’s nominated investors. Holder(s) of the EB shall be entitled to have the right to exchange its investment amount in the EB into the share capital of the Target JV. The pricing of the exchange rights of the EB will be determined by the valuation report to be submitted by the reputable independent technical institution.

The completion of the issuance of the EB or any other proposed investment method mutually agreed by the parties shall be conditional upon and subject to: (a) the satisfaction of due diligence results at SK Networks’s sole discretion; (b) the approval of the board of directors of SK Networks and/or its nominated investors and/or the Company’s nominated investors for pertinent investment of the Project up to the amount of USD20 million (approximately HKD156 million); (c) the approval of the board of directors of THL on the issuance of the EB, as the case may be; (d) the execution of the Definitive Agreement; and (e) the compliance by the SMG Party on all the necessary requirements of the applicable laws and regulations and all the necessary approvals from the Stock Exchange and any other laws, regulations and authorities having jurisdiction over the Project.

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C. DUE DILIGENCE

SK Networks shall undertake its preliminary due diligence for a period of at least 45 days, commencing from 3 business days from the date of this MOU, on the Project together with the Target Coal Mines before engaging in or undertaking the Definitive Agreement negotiations on the Project.

Within 10 business days after the signing of this MOU, SK Networks shall pay the Deposit for DD to THL.

If SK Networks, at its sole discretion, is satisfied with the due diligence results of the Project and Target Coal Mines and agrees to proceed with the subscription of the EB or any other proposed investment method mutually agreed by the Parties, the Deposit for DD shall be transferred and deemed to be paid as the subscription money for partial settlement of the amount payable under the EB subscription or the payment of any other investment method.

If SK Networks, at its sole discretion, is not satisfied with the due diligence results of the Project and Target Coal Mines and decides not to proceed the investment regarding the Project and/or the Target Coal Mines including the subscription of the EB, SK Networks shall be responsible only for all costs and expenses of the due diligence already performed and the Deposit for DD shall be used for such settlement. If the Deposit for DD is not enough to fully settle the total costs and expenses of such due diligence, SK Networks agrees and undertakes to pay such shortfalls within 7 business days to THL. The SMG Party shall refund to SK Networks the remaining amount of the Deposit for DD less the cost and expenses of such due diligence.

D. TERMINATION

The MOU shall terminate automatically upon the expiration of 45 days (or such other later date as may be agreed among the parties) after the due diligence by SK Networks is completed or by either party in 30 days prior written notice. Upon termination, the MOU shall become null and void and have no further force or effect, and except certain obligations such as obligations relating to confidentiality and the handling of the Deposit for DD, all further obligations of the parties shall terminate without further liability to the other party.

General

The Company is an investment holding company. The Group is principally engaged in (i) coal mining in Russia and coal trading business; (ii) digital television broadcasting industry including provision of equipments and software of cable video-on-demand system, information broadcasting system, embedded television systems and value added services; and (iii) vertical farming in the People’s Republic of China.

The MOU may or may not lead to the entering into of the Definitive Agreement and the transactions contemplated thereunder may or may not be consummated. In the event that the Definitive Agreement materializes, the transaction contemplated thereunder may constitute a notifiable transaction for the Company under the Listing Rules. Further announcements will be made in respect thereof as and when required by the Listing Rules.

Shareholders and potential investors are advised to exercise caution when dealing in the Shares of the Company.

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DEFINITIONS

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

“Company”	Siberian Mining Group Company Limited (Stock code: 1142), a company
	incorporated in the Cayman Islands with limited liability, the issued shares
	of which are listed on the Main Board of the Stock Exchange
“Definitive Agreement”	one or more definitive agreements with regard to the Target Coal Mines and
	the Project, including any agreements for the issuance and subscription of
	the EB (as the case may be) to be negotiated and agreed between the Parties
	pursuant to the terms of the MOU
“Deposit for DD”	USD100,000 (approximately HKD780,000) to be paid by SK Networks as
	deposit for the expenses incurred exclusively for the due diligence on the
	Target Coal Mines and/or the legal entities in Colombia holding the Target
	Coal Mines
“Director(s)”	director(s) of the Company
“EB”	debt instruments to investors in the form of exchangeable bonds to be issued
	by THL at the proposed terms and conditions stipulated in the MOU
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“MOU”	the Memorandum of Understanding dated 11 August 2011 between SK
	Networks, the Company and THL
“Parties”	the collective reference to SK Networks, the Company and THL being the
	parties to the MOU
“Project”	the potential future acquisition in the Target Coal Mines through the Target
	JV
“Railway License”	a railway license granted to C.I. Trenaco Colombia SAS, an independent
	third party, by the Ministry of Transport of Colombia in February 2011 for
	rendering cargo public transportation service by railway
“Shares”	ordinary shares of HK$0.1 each in the capital of the Company
“SK Networks”	SK Networks Co., Ltd, a company incorporated under the laws of the
	Republic of Korea, the issued shares of which are listed on The Korean
	Exchange
“SMG Party”	the collective reference to the Company and THL
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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“Target Coal Mines” certain coal mines situated in Colombia, the potential acquisition of which has been the subject matter of the recent discussion between SK Networks and the SMG Party “Target JV” a joint venture company to be established under THL or otherwise mutually agreed “THL” Trenaco Holdings Ltd, a company with limited liability organized and existing under the laws of the British Virgin Islands and a direct 100% whollyowned subsidiary company of the Company “HKD” Hong Kong dollars, the lawful currency of Hong Kong “USD” United States dollars, the lawful currency of the United States of America

In this announcement, for illustration purposes only, the conversion of US dollars into HK dollars is based on the approximate exchange rate of USD1.00 to HKD7.80.

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

Hong Kong, 11 August 2011

As at the date of this announcement, the board of Directors of the Company 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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