Qiniu Limited — Capital/Financing Update 2011

Feb 16, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.

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)

SUBSCRIPTION FOR NEW SHARES UNDER GENERAL MANDATE

THE SUBSCRIPTION

On 16 February 2011, after trading hours, the Company entered into a conditional Subscription Agreement with the Subscriber pursuant to which the Subscriber has agreed with the Company to subscribe for the Subscription Shares 1 and the Subscription Shares 2 respectively and the Company has conditionally agreed to allot and issue the Subscription Shares 1 and the Subscription Shares 2 at a price of HK$0.135 (equivalent to approximately US$0.01731 based on the Exchange Rate) per Subscription Share, subject to the terms and conditions contained therein.

Pursuant to the Subscription Agreement, subject to the terms and conditions contained therein, 140,000,000 new Shares will be allotted and issued by the Company to the Subscriber upon Completion 1, representing approximately 6.54% of the existing issued share capital of the Company of 2,140,413,060 as at the date of this announcement, approximately 6.14% of the total enlarged issued share capital of the Company immediately following Completion 1, and approximately 5.83% of the total enlarged issued share capital of the Company immediately following Completion (assuming that no new Shares will be issued subsequent to Completion 1 but prior to Completion 2).

Pursuant to the Subscription Agreement, subject to the terms and conditions contained therein, 120,000,000 new Shares will be allotted and issued by the Company to the Subscriber upon Completion 2, representing approximately 5.61% of the existing issued share capital of the Company of 2,140,413,060 as at the date of this announcement, and approximately 5.00% of the total enlarged issued share capital of the Company immediately following Completion (assuming that no new Shares will be issued subsequent to Completion 1 but prior to Completion 2).

A total of 260,000,000 new Shares, representing approximately 12.15% of the existing issued share capital of the Company and approximately 10.83% of the issued share capital of the Company as enlarged by the Subscription Shares will be issued upon Completion (assuming that no new Shares will be issued subsequent to Completion 1 but prior to Completion 2).

* for identification purpose only

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The Subscription Price of HK$0.135 (equivalent to US$0.01731 based on the Exchange Rate) per Subscription Share was negotiated and agreed at arm’s length between the Company and the Subscriber with reference to the recent trading price of the Shares immediately prior to the date of the Subscription Agreement, representing: (i) a discount of approximately 15.09% to the closing price of HK$0.159 per Share as quoted on the Stock Exchange on the Last Trading Date; (ii) a discount of approximately 18.97% to the average closing price of HK$0.1666 per Share for the five consecutive trading days immediately prior to the date of this announcement; and (iii) a discount of approximately 20.96% to the average closing price of HK$0.1708 per Share for the ten consecutive trading days immediately prior to the date of this announcement.

To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, the Subscriber is an Independent Third Party as of the date of this Announcement and prior to Completion 1 and Completion 2. Upon Completion, the Subscriber will become a substantial shareholder and a connected person of the Company (both as defined under the Listing Rules).

Completion of each of Subscription 1 and Subscription 2 is conditional upon the conditions set out in the section headed “Conditions and Completion of the Subscription Agreements” of this Announcement.

The gross and the net proceeds (net of any expenses to be borne by the Company) from the Subscription will be approximately HK$35,100,000 (equivalent to US$4,500,000) and approximately HK$34,900,000 respectively. The net proceeds will be used by the Company for future investment purpose, repayment of liabilities and as general working capital of the Group. The net Subscription Price will be approximately HK$0.134 per each Subscription Share.

Completion of the Subscription is subject to the satisfaction of the conditions precedent in the Subscription 1 and Subscription 2 respectively. As the Subscription may or may not proceed, shareholders and potential investors are advised to exercise caution when dealing in the Shares.

THE SUBSCRIPTION AGREEMENT

On 16 February 2011, after trading hours, the Company entered into a conditional Subscription Agreement with the Subscriber pursuant to which the Subscriber has agreed with the Company to subscribe for the Subscription Shares 1 and the Subscription Shares 2 respectively and the Company has conditionally agreed to allot and issue the Subscription Shares 1 and the Subscription Shares 2 at a price of HK$0.135 (equivalent to approximately US$0.01731 based on the Exchange Rate) per Subscription Share, subject to the terms and conditions contained therein.

SUBSCRIPTION AGREEMENT

Date : 16 February 2011 Issuer : The Company Subscriber : The Subscriber

To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, the Subscriber is an Independent Third Party as of the date of this Announcement and prior to Completion 1 and Completion 2. Upon Completion, the Subscriber will become a substantial shareholder and a connected person of the Company (both as defined under the Listing Rules).

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To the best knowledge, information and belief of the Directors and having made all reasonable enquiries, the Subscriber will hold the Subscription Shares 1 and Subscription Shares 2 for its own account and as a beneficial owner upon Completion 1 and Completion 2 respectively. Completion 2 is conditional upon Completion 1.

The Subscription Agreement has not provided any terms entitling the Subscriber to nominate any person as Director.

Subscription Shares

Pursuant to the Subscription Agreement, subject to the terms and conditions contained therein, 140,000,000 new Shares will be allotted and issued by the Company to the Subscriber upon Completion 1, representing approximately 6.54% of the existing issued share capital of the Company of 2,140,413,060 as at the date of this announcement, approximately 6.14% of the total enlarged issued share capital of the Company immediately following Completion 1, and approximately 5.83% of the total enlarged issued share capital of the Company immediately following Completion (assuming that no new Shares will be issued subsequent to Completion 1 but prior to Completion 2).

Pursuant to the Subscription Agreement, subject to the terms and conditions contained therein, 120,000,000 new Shares will be allotted and issued by the Company to the Subscriber upon Completion 2, representing approximately 5.61% of the existing issued share capital of the Company of 2,140,413,060 as at the date of this announcement, and approximately 5.00% of the total enlarged issued share capital of the Company immediately following Completion (assuming that no new Shares will be issued subsequent to Completion 1 but prior to Completion 2).

A total of 260,000,000 new Shares, representing approximately 12.15% of the existing issued share capital of the Company and approximately 10.83% of the issued share capital of the Company as enlarged by the Subscription Shares will be issued upon Completion (assuming that no new Shares will be issued subsequent to Completion 1 but prior to Completion 2).

Each of the Subscription Shares 1 and Subscription Shares 2 will rank pari passu in all respects with the existing issued Shares on the date of allotment and issue of Subscription Shares 1 and Subscription Shares 2 respectively and will be free from any encumbrance.

The aggregate nominal value of the Subscription Shares 1, Subscription Shares 2 and Subscription Shares are HK$1,400,000, HK$1,200,000 and HK$2,600,000 respectively.

Each of the Subscription Shares 1 and Subscription Shares 2 will be issued under the General Mandate granted to the Directors at the extraordinary general meeting of the Company held on 3 December 2010, of which the Directors are empowered to allot and issue up to 388,082,612 Shares, being 20% of the issued share capital of the Company as at the date of the said extraordinary general meeting of the Company. Since the date the General Mandate was granted (i.e. 3 December 2010) and up to the date of this announcement, no new Shares have been issued under the General Mandate. The Subscription Shares to be allotted and issued will utilize approximately 67.00% of the General Mandate. Since the Subscription Shares will be allotted and issued under the General Mandate, no Shareholders’ approval is required.

Subscription Price

The Subscription Price of HK$0.135 (equivalent to approximately US$0.01731 based on the Exchange Rate) per Subscription Share was negotiated and agreed at arm’s length between the Company and the Subscriber with reference to the recent trading price of the Shares immediately prior to the date of the Subscription Agreement, representing:

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• (i) a discount of approximately 15.09% to the closing price of HK$0.159 per Share as quoted on the Stock Exchange on the Last Trading Date;

• (ii) a discount of approximately 18.97% to the average closing price of HK$0.1666 per Share for the five consecutive trading days immediately prior to the date of this announcement; and

• (iii) a discount of approximately 20.96% to the average closing price of HK$0.1708 per Share for the ten consecutive trading days immediately prior to the date of this announcement.

The Subscription Price of HK$18,900,000 (equivalent to US$2,423,077 based on the Exchange Rate) for the Subscription Shares 1 and the Subscription Price of HK$16,200,000 for the Subscription Shares 2 (equivalent to US$2,076,923 based on the Exchange Rate) will be paid in cash by the Subscriber on the Remittance Date 1 for the Subscription Shares 1 and Remittance Date 2 for the Subscription Shares 2 respectively as one of the conditions precedent to be fulfilled which are further described in the paragraph headed “Conditions and Completion of the Subscription Agreement” below.

The Board considers that the terms of the Subscription Agreement are fair and reasonable and the Subscription Agreement is in the interests of the Company and its shareholders as a whole.

The Subscriber shall bear its costs and expenses in connection with Subscription 1 and Subscription 2, and the Company will bear its legal and any other fees in the aggregate amount of approximately HK$200,000. No fee shall be payable by the Company to the Subscriber upon Completion 1 and Completion 2 (as applicable).

Conditions and Completion of the Subscription Agreement

Completion 1 is conditional upon (i) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, Subscription Shares 1; (ii) if applicable, the Company having obtained all consents and approval from the relevant authorities in respect of the transactions contemplated under the Subscription Agreement; and (iii) the Subscriber having deposited the total Subscription Price for Subscription Shares 1 with the Company on the Remittance Date 1 to the Company’s designated account. In the event that the conditions are not fulfilled or waived (only in respect of the foregoing condition (iii) by the Company) by 6:00 p.m. (Hong Kong time) on 15 March 2011 (or such other time and/or date as may be agreed between the Company and the Subscriber), all rights, obligations and liabilities of the parties to the Subscription Agreement shall cease and terminate accordingly. In the event that the foregoing condition (iii) is fulfilled by the Subscriber but the Subscription Agreement shall cease and determine if the other conditions are not fulfilled, the Company shall refund the Subscription Price 1 (without interest) to the Subscriber within five (5) business days upon such termination.

Completion 2 is conditional upon (i) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, Subscription Shares 2; (ii) if applicable, the Company having obtained all consents and approval from the relevant authorities in respect of the transactions contemplated under the Subscription Agreement; (iii) the Subscriber having deposited the total Subscription Price for Subscription Shares 2 with the Company on the Remittance Date 2 to the Company’s designated account; and (iv) completion of Subscription 1. In the event that the conditions are not fulfilled or waived (only in respect of the foregoing condition (iii) by the Company) by 6:00 p.m. (Hong Kong time) on 31 May 2011 (or such other time and/or date as may be agreed between the Company and the Subscriber), all rights, obligations and liabilities of the parties to the Subscription Agreement shall cease and terminate in respect of Subscription 2 accordingly. In the event that the foregoing condition (iii) is fulfilled by the Subscriber but the Subscription Agreement shall cease and determine in respect of Subscription 2 if the other conditions are not fulfilled, the Company shall refund the Subscription Price 2 (without interest) to the Subscriber within five (5) business days upon such termination.

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The Subscriber undertakes to indemnify and keep indemnified the Company on a full indemnity basis, from and against all loss, costs (including reasonable legal costs and other professional fees), expenses, claims, damages and liabilities which the Company may reasonably incur or suffer as a result of any breach of any of the terms and conditions contained in the Agreement by the Subscriber.

Each of Completion 1 and Completion 2 will take place on a date falling no later than three (3) business days from the date on which all the conditions in respect of Subscription 1 and Subscription 2 (as applicable) under the Subscription Agreement are fulfilled or at such other date as may be agreed between the parties, at which the Subscriber will issue a written confirmation to the Company confirming that the total Subscription Price for the Subscription Shares 1 and the total Subscription Price for the Subscription Shares 2 (as applicable) deposited with the Company’s account be applied for subscribing the Subscription Shares 1 and Subscription Shares 2 (as applicable) and the Company will issue and allot the Subscription Shares 1 and the Subscription Shares 2 to the Subscriber, and the Subscriber will subscribe for its Subscription Shares 1 and Subscription Shares 2 respectively.

Completion of the Subscription is subject to the satisfaction of the conditions precedent in the Subscription 1 and Subscription 2 respectively. As the Subscription may or may not proceed, shareholders and potential investors are advised to exercise caution when dealing in the Shares.

APPLICATION FOR LISTING

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, Subscription Shares 1 and Subscription Shares 2.

REASONS FOR THE SUBSCRIPTION

The Group is principally engaged in the businesses of coal mining, vertical farming and digital television technology services. The Directors consider that the Subscription will increase the capital base of the Group for future investment purposes. If such potential investment will materialise, the Company will comply with the applicable requirements under the Listing Rules accordingly.

Having considered the above, the Board considers that the Subscription Agreement is in the interests of the Group and its shareholders as a whole.

USE OF PROCEEDS AND FUND RAISING WITHIN THE PAST TWELVE MONTHS

The gross and the net proceeds (net of any expenses to be borne by the Company) from the Subscription will be approximately HK$35,100,000 (equivalent to US$4,500,000 ) and approximately HK$34,900,000 respectively. The net proceeds will be used by the Company for future investment purpose, repayment of liabilities and as general working capital of the Group. The net Subscription Price will be approximately HK$0.134 per each Subscription Share.

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Fund raising activities in the past twelve months

Date of			Intended use of proceeds	Actual use of
announcement	Event	Net proceeds	as stated in the announcement	proceeds/Remarks
22 April 2010	Placing of	Expected to be	Repayment of liabilities,	The placing was finally terminated
	224,000,000 new Shares	approximately	development of coal mine
		HK$78 million	and general working capital
4 October 2010	Placing of	Approximately	General working capital,	All proceeds had been used as
	60,000,000 new Shares	HK$13.5 million	repayment of liabilities and	intended for repayment of
			future business development	liabilities of the Company
9 October 2010	Placing of	Approximately	General working capital,	All proceeds had been used as
	120,000,000 new Shares	HK$22.3 million	repayment of liabilities	intended for repayment of
			and future business development	liabilities of the Company
14 October 2010	Placing of	Approximately	General working capital,	All proceeds had been used as
	100,000,000 new Shares	HK$16 million	repayment of liabilities and	intended as general working
			future business development	capital and for repayment of
				liabilities of the Company
27 October 2010	Placing of	Approximately	General working capital,	All proceeds had been used as
	200,000,000 new Shares	HK$37.5 million	repayment of liabilities and	intended as general working
			future business development	capital and for repayment of
				liabilities of the Company

Save as disclosed above, the Company has not conducted any fund raising activity in the previous 12 months immediately preceding the date of this announcement.

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CHANGES IN SHAREHOLDING IN THE COMPANY

The shareholding structure of the Company immediately before and after Completion 1 and Completion 2 is as follows:

	Shareholding
	immediately before	Shareholding	Shareholding
	Completion of	immediately after	immediately after
	the Subscription	Completion 1	Completion 2
Name of Shareholder	No. of Shares	No. of Shares	No. of Shares
Goldwyn Management Limited
(Note 1)	228,000,000	228,000,000	228,000,000
(approx.) %	10.65	10.00	9.50
Mr. Pang Ngoi Wah Edward
(Note 2)	3,500,000	3,500,000	3,500,000
(approx.) %	0.16	0.15	0.15
Cordia Global Limited_(Note 3)_	375,070,000	375,070,000	375,070,000
(approx.) %	17.52	16.45	15.63
DTV China Holdings Limited
(Note 4)	16,000,000	16,000,000	16,000,000
(approx.) %	0.75	0.70	0.66
Co An	147,610,000	147,610,000	147,610,000
(approx.) %	6.90	6.47	6.15
Sub-total:	770,180,000	770,180,000	770,180,000
(approx.) %	35.98	33.77	32.09
Subscriber	0	140,000,000	260,000,000
(approx.) %	0	6.14	10.83
Public	1,370,233,060	1,370,233,060	1,370,233,060
(approx.) %	64.02	60.09	57.08
Sub-total:	1,370,233,060	1,510,233,060	1,630,233,060
(approx.) %	64.02	66.23	67.91
Total:	2,140,413,060	2,280,413,060	2,400,413,060

Notes:

1. Goldwyn Management Limited is wholly and beneficially owned by Mr. Lim Ho Sok, an executive Director and the Chairman of the Company.

2. Mr. Pang Ngoi Wah Edward is a non-executive Director.

3. Cordia Global Limited is wholly and beneficially owned by Mr. Choi Sungmin, a business consultant of Grandvest International Limited, a wholly owned subsidiary of the Company and a director of a non-wholly owned subsidiary of the Company, Sofoco Development Limited.

4. DTV China Holdings Limited is wholly and beneficially owned by Mr. Li Yi Nan, a director of a non-wholly owned subsidiary of the Company, DTVChina, Inc.

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DEFINITIONS

Unless the context otherwise requires, the terms used in this announcement have the following meaning:

“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
“Board”	board of Directors
“Completion 1”	Completion of the Subscription 1
“Completion 2”	Completion of the Subscription 2
“Completion”	Completion 1 and Completion 2
“Directors”	directors of the Company
“Exchange Rate”	the exchange rate of every one US$ to HK$7.8
“General Mandate”	the general mandate to allot, issue and deal with the Shares granted to the
	Directors pursuant to the resolutions passed at the extraordinary general
	meeting of the Company on 3 December 2010
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	Hong Kong Special Administrative Region of the People’s Republic of China
“Independent Third Party”	third party or parties and their ultimate beneficial shareholder(s), which are
	independent of the Company and its connected persons (as defined in the
	Listing Rules)
“Last Trading Date”	16 February 2011, being the last trading day for the Shares prior to the issue
	of this announcement
“Listing Rules”	Rules Governing the Listing of Securities on the Stock Exchange
“Remittance Date 1”	on or before 25 February 2011 or such other date as the Company and the
	Subscriber may agree
“Remittance Date 2”	on or before 20 May 2011 or such other date as the Company and the
	Subscriber may agree
“Shares”	ordinary shares of HK$0.01 each in the share capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscriber”	Uridul Asset Management Company, a private company incorporated in the
	Republic of Korea and the subscriber of the Subscription Shares 1 and
	Subscription Shares 2 under the Subscription Agreement

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“Subscription” Subscription 1 and Subscription 2

• “Subscription 1” the issue and allotment of the Subscription Shares 1 to the Subscriber by the Company and the subscription by the Subscriber for the Subscription Shares 1 on the terms and subject to the conditions set out in the Subscription Agreement

• “Subscription 2” the issue and allotment of the Subscription Shares 2 to the Subscriber by the Company and the subscription by the Subscriber for the Subscription Shares 2 on the terms and subject to the conditions set out in the Subscription Agreement

• “Subscription Agreement” the subscription agreement entered into between the Company and the Subscriber dated 16 February 2011 in relation to the Subscription

• “Subscription Price” the price of HK$0.135 (equivalent to approximately US$0.01731 based on the Exchange Rate) for subscribing each Subscription Share 1 and Subscription Share 2

• “Subscription Shares” a total of 260,000,000 new Shares to be allotted and issued by the Company to the Subscriber pursuant to the Subscription Agreement representing approximately 12.15% of the existing issued share capital of the Company and approximately 10.83% of the issued share capital of the Company as enlarged by the Subscription Shares issued upon Completion (assuming that no new Shares will be issued subsequent to Completion 1 but prior to Completion 2)

• “Subscription Shares 1” 140,000,000 new Shares to be allotted and issued by the Company to the Subscriber pursuant to the Subscription Agreement, representing approximately 6.54% of the existing issued share capital of the Company of 2,140,413,060 as at the date of this announcement, approximately 6.14% of the total enlarged issued share capital of the Company immediately following Completion 1, and approximately 5.83% of the total enlarged issued share capital of the Company immediately following Completion (assuming that no new Shares will be issued subsequent to Completion 1 but prior to Completion 2)

• “Subscription Shares 2” 120,000,000 new Shares to be allotted and issued by the Company to the Subscriber pursuant to the Subscription Agreement, representing approximately 5.61% of the existing issued share capital of the Company of 2,140,413,060 as at the date of this announcement, and approximately 5.00% of the total enlarged issued share capital of the Company immediately following Completion (assuming that no new Shares will be issued subsequent to Completion 1 but prior to Completion 2)

• “US$”

United States dollars, the lawful currency of the United States of America

By order of the Board Lim Ho Sok Chairman

Hong Kong, 16 February 2011

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

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