Qiniu Limited — Capital/Financing Update 2012

Mar 6, 2012

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

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)

(1) PROPOSED SUBSCRIPTIONS, ISSUE OF SHARES UNDER SPECIFIC MANDATE,

(2) PLACING OF CONVERTIBLE BONDS, ISSUE OF SHARES UNDER PLACING SPECIFIC MANDATE AND

(3) UNUSUAL PRICE MOVEMENT AND TRADING VOLUME MOVEMENT

(1) Proposed Subscriptions and issue of Shares under Specific Mandate

The Board announces that on 6 March 2012 (after trading hours), the Company has entered into three separate subscription agreements with each of the Subscribers, pursuant to which the Subscribers have conditionally agreed to subscribe for and the Company has conditionally agreed to issue the Subscription Shares at the Subscription Price per Subscription Share. The Subscription Price of all the Subscription Shares will be settled by the Promissory Notes. The aggregate outstanding principal amount together with accrued interest, if any, of the Promissory Notes up to the date of this announcement is US$9,000,000.00 (approximately HK$70,200,000.00)). Upon the issue and allotment of all the Subscription Shares by the Company to the Subscribers, all the liabilities and obligations of the Company relating to the Promissory Notes shall be fully satisfied and discharged. The Subscription Agreements are not inter-conditional.

The Subscription Shares will be issued under the Specific Mandate to be approved by the Shareholders at the EGM. The total number of 124,072,110 Subscription Shares represent: (i) approximately 54.45% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 8.85% of the issued share capital of the Company as enlarged by the issue and allotment of the Subscription Shares and all the relevant Conversion Shares.

* For identification purpose only

— 1 —

(2) Placing of Convertible Bonds

The Board announces that on 6 March 2012 (after trading hours), the Company and HANI has entered into the Placing Agreement pursuant to which HANI conditionally agreed to place on a best-effort basis, the Convertible Bonds of up to an aggregate principal amount of US$70,000,000.00 (approximately HK$546,000,000.00), to the Placees. The Placees and whose ultimate beneficial owners shall be independent of, and not connected with, the Company and its connected persons (as defined in the Listing Rules).

The Convertible Bonds carries the right to convert into Conversion Shares at the conversion price of HK$0.52 per Conversion Share (subject to adjustment). Assuming the conversion rights attaching to the Convertible Bonds are exercised in full at the conversion price of HK$0.52 per Conversion Share, 1,050,000,000 Conversion Shares will fall to be issued to the Bondholders, representing approximately 460.79% of the issued capital of the Company as at the date of this announcement and approximately 74.9% of the issued share capital of the Company as enlarged by the issue and allotment of the Subscription Shares and all the relevant Conversion Shares.

The Conversion Shares which fall to be allotted and issued upon the exercise of the conversion rights attaching to the Convertible Bonds will be issued and allotted under the Placing Specific Mandate to be approved by the Shareholders at the EGM.

(3) Unusual Price Movement and Trading Volume Movement

This statement is made at the request of the Stock Exchange, the Board has noted today’s increase in the price of the Shares and the trading volume of the Shares and wishes to state that, save as disclosed in this announcement, the Board is not aware of any reasons for such movement.

Save as disclosed in this announcement, the Board confirms that there are no negotiations or agreements relating to intended acquisitions or realizations which are discloseable under Rule 13.23 of the Listing Rules, neither is the Board aware of any matter discloseable under the general obligation imposed by Rule 13.09 of the Listing Rules, which is or may be of a price-sensitive nature.

(4) General

The EGM will be convened for the Shareholders to consider and, if thought fit, to pass the resolutions to approve the grant of the Placing Specific Mandate and the Specific Mandate. A circular will be despatched by the Company to the Shareholders on or before 27 March 2012, containing: (i) further details of the Subscription Agreements and further information of the Company; (ii) further details of the Placing and the issue of Convertible Bonds; (iii) a notice of the EGM; and (iv) other information as required by the Listing Rules.

If any of the conditions precedent to the completion under the Subscription Agreements is not satisfied, all or part, as the case may be, of the Subscription will lapse and will not proceed.

If any of the conditions precedent to the completion under the Placing is not satisfied, the Placing will lapse and will not proceed.

Shareholders and potential investors of the Company should exercise caution when dealing in the Shares or any other securities of the Company.

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I. THE SUBSCRIPTION AGREEMENTS

On 6 March 2012 (after trading hours), the Company has entered into the following three separate subscription agreements with each of the Subscribers pursuant to which the Subscribers have conditionally agreed to subscribe for and the Company has conditionally agreed to issue the Subscription Shares at the Subscription Price per Subscription Share. The Subscription Price of all the Subscription Shares will be settled by the Promissory Notes. The aggregate outstanding principal amount together with accrued interest, if any, of the Promissory Notes up to the date of this announcement is US$9,000,000.00 (approximately HK$70,200,000.00). Upon the issue and allotment of all the Subscription Shares by the Company to the Subscribers, all the liabilities and obligations of the Company relating to the Promissory Notes shall be fully satisfied and discharged. The Subscription Agreements are not inter-conditional.

(i) Income Plus Subscription Agreement

Date : 6 March 2012 (after trading hours) Parties : The issuer : the Company Subscriber : Income Plus, a company incorporated under the laws of British Virgin Islands, and as advised by Income Plus, is principally engaged in investment holding.

(ii) Master Impact Subscription Agreement

Date : 6 March 2012 (after trading hours) Parties : The issuer : the Company Subscriber : Master Impact, a company incorporated under the laws of British Virgin Islands, and as advised by Master Impact, is principally engaged in investment holding.

(iii) Skyline Subscription Agreement

Date : 6 March 2012 (after trading hours) Parties :

The issuer : the Company Subscriber : Skyline, a company incorporated under the laws of British Virgin Islands, and as advised by Skyline, is principally engaged in investment holding.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, Income Plus, Master Impact and Skyline and their respective ultimate beneficial owner(s) are Independent Third Parties of the Company and its connected persons. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries at the date of this announcement, Income Plus, Master Impact and Skyline and their respective ultimate beneficial owner(s) do not hold any Shares.

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Information of the Group

The principal activity of the Company is investment holding. The principal activities of the Group include (i) holding of mining rights of coal mines located in Russia; (ii) conducting the business of coal trading and scrapped iron trading; and (iii) provision of digital television technology services in the PRC.

The Promissory Notes

The Promissory Notes were issued by the Company in favour of the Subscribers. The principal terms of the Promissory Notes are as follows:—

Name of Subscribers:	Income Plus	Master Impact	Skyline
Outstanding principal amount:	US$1,500,000	US$4,500,000	US$3,000,000
	(approximately	(approximately	(approximately
	HK$11,700,000)	HK$35,100,000)	HK$23,400,000)
Interest:	Nil
Maturity:	25 May 2015
Early repayment:	The Company may in its sole discretion elect to repay all or any part
	of the amount outstanding under the Promissory Notes at any time
	prior to the maturity	date of the Promissory Notes and the principal
	amount of the Promissory Notes will then be reduced by the amount
	repaid.
Security:	Unsecured
Assignment:	Allowed

After the completion of the Subscription, there will not be any outstanding principal amount nor interest of the Promissory Notes.

Number of Subscription Shares

The following table summarizes the number of Subscription Shares and the aggregate amount of the Subscription Price to be paid by each of the Subscribers:

	Number of	Aggregate amount of
Name of Subscribers	Subscription Shares	Subscription Price
		(HK$)
Income Plus	20,678,685	11,700,000
Master Impact	62,036,055	35,100,000
Skyline	41,357,370	23,400,000
Total:	124,072,110	70,200,000

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The total number of 124,072,110 Subscription Shares represent: (i) approximately 54.45% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 8.85 % of the issued share capital of the Company as enlarged by the issue and allotment of the Subscription Shares and all the relevant Conversion Shares.

Ranking of the Subscription Shares

The Subscription Shares, upon issue, will rank pari passu in all respects among themselves and with the Shares in issue as at the date of allotment and issue of the Subscription Shares.

Conditions of the Subscription Agreements

Completion of the relevant Subscription Agreements and issue of the Subscription Shares are conditional upon the fulfillment of all the following conditions (which shall not be waived by the Subscribers) on or before 31 May 2012 (or such other date as the parties may agree):

• (a) the granting of the listing of and permission to deal in the Subscription Shares by the Listing Committee of the Stock Exchange; and

• (b) the Shareholders passing at an EGM the resolutions approving the issue of the Subscription Shares under a specific mandate.

If any of the conditions precedent have not been fulfilled on or before 31 May 2012 or such later date as agreed by the respective parties to the Subscription Agreements, the relevant Subscription Agreement(s) shall lapse and the relevant party shall not be bound to proceed with the relevant Subscription except for any antecedent breaches of the relevant Subscription Agreements.

Completion

Completion of the Subscription Agreements shall take place on the fifth Business Day after all the conditions precedent have been fulfilled.

Specific Mandate to issue the Subscription Shares

The Subscription Shares will be issued under the Specific Mandate to be approved by the Shareholders at the EGM.

Subscription Price for issue of the Subscription Shares

The Subscription Price for issue of each Subscription Share is HK$0.5658 which represents:—

• (i) a premium of approximately 8.81% to the closing price of HK$0.52 per Share as quoted on the Stock Exchange on the Last Trading Day of the Shares;

• (ii) a premium of approximately 22.47% to the average closing price of approximately HK$ 0.462 per Share for the last 5 consecutive trading days immediately prior to the Last Trading Day; and

• (iii) a premium of approximately 22.73% to the average closing price of approximately HK$0.461 per Share for the last 10 consecutive trading days immediately prior to the Last Trading Day.

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The Subscription price was arrived at after arm’s length negotiations between the Company and the Subscribers with reference to the prevailing market prices of the Shares as shown above. The Directors consider the Subscription Price and the terms and conditions of the Subscription Agreements are fair and reasonable and in the interests of the Company and Shareholders as a whole.

Each of the Subscribers will settle the Subscription Price by delivery of their respective Promissory Notes to the Company upon completion of the respective Subscription.

Application for listing

Application will be made to the Stock Exchange to grant the listing of, and permission to deal in, the Subscription Shares.

Reasons for entering into the Subscription Agreements

The Subscription Agreements serve to convert the outstanding principal and interest, if any, of the Promissory Notes into equity capital of the Company and, therefore, can reduce the amount of borrowings of the Group and improve its working capital position in an efficient and effective manner. The Directors are of the opinion that it is in the interest of the Company to preserve as much liquidity as possible in order to strengthen the Group’s financial position and secure a sustainable business growth. Since the Subscribers have an interest in the business of the Company and are willing to accept the Subscription Shares for full and final settlement of the Promissory Notes, the Directors consider that it is for the benefit of the Company to enter into the Subscription Agreements.

II. THE PLACING AGREEMENT

on 6 March 2012 (after trading hours), the Company and HANI has entered into the Placing Agreement pursuant to which HANI conditionally agreed to place on a best-effort basis, the Convertible Bonds of up to an aggregate principal amount of US$70,000,000.00 (approximately HK$546,000,000.00), to the Placees.

Date : 6 March 2012 (after trading hours) Parties : The issuer : the Company Placing Agent : HANI

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, HANI and its ultimate beneficial owner(s) are Independent Third Parties of the Company and its connected persons.

The Convertible Bonds carry the right to convert into Conversion Shares at the conversion price of HK$0.52 per Conversion Share (subject to adjustment). Assuming the conversion rights attaching to the Convertible Bonds are exercised in full at the conversion price of HK$0.52 per Conversion Share, 1,050,000,000 Conversion Shares will fall to be issued to the Bondholders, representing approximately 460.79% of the issued capital of the Company as at the date of this announcement and approximately 74.9% of the issued share capital of the Company as enlarged by the issue and allotment of the Subscription Shares and all the relevant Conversion Shares.

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Placees

The Placees and their respective ultimate beneficial owner(s) shall be independent of, and not connected with and not acting in concert (as defined in the Takeovers Code) with, the Company and its connected persons (as defined in the Listing Rules).

Conditions of the Placing

The obligations of HANI under the Placing Agreement shall be conditional upon the following:

• (a) the granting of the listing of and permission to deal in the Conversion Shares by the Listing Committee of the Stock Exchange; and

• (b) the Shareholders passing at an EGM the resolutions approving the issue of the Convertible Bonds and the allotment and issue of the Conversion Shares falling to be issued on the exercise of the Conversion Rights attached to the Convertible Bonds.

If any of the conditions precedent have not been fulfilled on or before 30 June 2012 or such later date as agreed by the respective parties to the Placing Agreement, the Placing Agreement shall lapse and the Company and HANI shall not be bound to proceed with the Placing except for any antecedent breaches of the Placing Agreement.

Completion

Completion of the Placing Agreement shall take place on the fifth Business Day after all the conditions precedent have been fulfilled.

Placing Specific Mandate to issue the Conversion Shares

The Conversion Shares which fall to be allotted and issued upon the exercise of the conversion rights attaching to the Convertible Bonds will be issued and allotted under the Placing Specific Mandate to be approved by the Shareholders at the EGM.

Principal Terms of the Convertible Bonds

Principal amount : up to an aggregate principal amount of US$70,000,000.00 (approximately HK$546,000,000.00) Maturity Date : the date falling on the expiry of a three years’ period which shall commencing from the date of issue of the Convertible Bonds Conversion Price : HK$0.52 per Conversion Share (subject to adjustment) Interests : 3% per annum payable annually, for each anniversary year of issue, in arrear Conversion period : the period commencing from the date of issue of the Convertible Bonds and ending on the date which falls on the fifth (5th) Business Day before Maturity Date, both dates inclusive

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• Conversion Restriction : No conversion shall be made by the Bondholders if such conversion shall trigger off a mandatory offer under Rule 26 of the Takeovers Code on the part of the Bondholders who exercise the conversion right or shall cause the public float of the Company unable to meet the requirement under the Listing Rules

• Conversion Rights : Each Bondholder shall have the right, exercisable during the Conversion Period, to convert the whole or any part (in multiples of US$100,000.00 (approximately HK$780,000)) of the outstanding principal amount of a Convertible Bonds held by such Bondholder into such number of Conversion Shares as will be determined by dividing the principal amount of the Conversion Bonds to be converted by the Conversion Price in effect on the date of conversion.

No fraction of a Conversion Share shall be issued on conversion of the Convertible Bonds.

• Mandatory Conversion : If, during the Conversion Period, the closing market prices of the Share, at the Stock Exchange, for any 20 consecutive trading days are equal to or more than 200% of the Conversion Price, the Company shall have the right, at any time, to issue a notice of conversion to any of the Bondholder to convert the whole or any part of the outstanding principal amount of the Convertible Bonds, as determined by the Company, held by such Bondholder, as selected by the Company, with effect from a date (the “ Trigger Date ”) to be specified by the Company in the said notice of conversion. Upon issue of such conversion notice by the Company, the respective outstanding principal amount of the Convertible Bonds shall automatically be converted to Conversion Shares with effect from the the Trigger Date. In such case, the Conversion Rights are deemed to be exercised with effect from Trigger Date. The Company shall have the sole and absolute discretion on whether to exercise such right, selection of Convertible Bonds and the amount to be converted.

• Ranking : Shares converted upon exercise of the Conversion Rights shall rank pari passu in all respects with all other existing Shares at the date of conversion and all Conversion Shares shall include rights to participate in all dividends and other distributions

• Transferability : None of the Convertible Bonds (nor any part of the Convertible Bonds) can be transferred without the prior written consent of the Company.

• Subject to the abovementioned, any transfer of the Convertible Bonds shall be in respect of the whole or any part (in an amount not less than US$100,000.00 (approximately HK$780,000) of the outstanding principal amount of the Convertible Bonds.

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Adjustment of the conversion price

• :

The Conversion Price shall from time to time be adjusted upon the occurrence of the followings:

• (i) consolidation and subdivision;

• (ii) capitalisation of profits or reserves;

• (iii) capital distribution;

• (iv) issue of Shares by way of rights;

• (v) issue of other securities by way of rights;

• (vi) issue of Shares other than by way of rights;

• (vii) issue of Shares upon conversion or exchange;

• (viii) modification of rights of conversion or exchange;

• (ix) offers for Shares; and

• (x) other events upon which the Company or the holders of the Convertible Bonds holding not less than 95% in value of the outstanding principal amount of the Bond determine an adjustment should be made to the Conversion Price, subject to an independent accountant’s determination.

Listing

Redemption

• : No application will be made by the Company for listing of the Convertible Bonds. Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares.

• : Redemption of the Convertible Bonds at Maturity

All outstanding principal amount of the Convertible Bonds which have not been redeemed or converted in accordance with the conditions of the Instrument by the Maturity Date, shall be automatically redeemed by the Company on the Maturity Date at a redemption amount equal to 100% of the outstanding principal amount of the Convertible Bonds, unless the Bondholders request for full conversion of their Convertible Bonds.

Kicker at Maturity In addition to the redemption amount payable to the Bondholder at the Maturity Date, the Company will pay a sum which is equal to 6% (“ Kicker ”) of the outstanding principal amount of the Bond at the Maturity Date to the Bondholder. For avoidance of doubt, any amount which has been redeemed, repaid or converted on or before Maturity will not be entitled for such Kicker.

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Redemption on default

If any of the events (“ Events of Default ”) specified below occur, the Company shall give a notice to the Bondholder in respect of the Convertible Bonds and each Bondholder may, at its option, opt to convert its Convertible Bonds in its entirety or, alternatively, give a notice of redemption to the Company in respect of part or all of the outstanding principal amount of the Convertible Bonds held by it, whereupon such Convertible Bonds shall become immediately due and payable at a redemption amount equal to 100% of the principal amount of such Convertible Bonds.

The Events of Default are as follows:—

• (i) any failure to pay the principal of the Convertible Bonds when due and such failure continues for a period of 28 Business Days;

• (ii) any default made by the Company in the performance or observance of any undertaking, warranty or representation given by it under the terms of the Instrument (other than the covenant to pay the principal and interest in respect of the Convertible Bonds) and such default is incapable of remedy (in which event no such notice as is referred to below shall be required), or if capable of remedy is not remedied within thirty Business Days of service by any Bondholder on the Company of notice requiring such default to be remedied;

• (iii) a resolution is passed or an order of a court of competent jurisdiction is made that the Company be wound up or dissolved otherwise than for the purposes of or pursuant to and followed by a consolidation, amalgamation, merger or reconstruction the terms of which shall have previously been approved in writing by a resolution of Bondholders;

• (iv) it is or becomes unlawful for the Company to perform or comply with any of its obligations under the Instrument or any Convertible Bonds, or due to no fault on the part of any Bondholder any such obligation is not or ceases to be enforceable or is claimed by the Company not to be enforceable;

• (v) any step is taken by any person with a view to the seizure, compulsory acquisition, expropriation or nationalisation of all or substantially all or (other than on arm’s length terms or with respect to a part of the relevant entity’s business or operations which has not materially contributed to the consolidated operating profit of the Company and its subsidiaries for at least three years prior to the day on which this paragraph operates) a material part of the assets of the Company;

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• (vi) any action, condition or thing (including the obtaining or effecting of any necessary consent, approval, authorisation, exemption, filing, licence, order, recording or registration) at any time required to be taken, fulfilled or done in order (a) to enable the Company lawfully to enter into, exercise its rights and perform and comply with its obligations under the Convertible Bonds or the Instrument, (b) to ensure that those obligations are legally binding and enforceable, and (c) to make the Convertible Bonds or the Instrument admissible in evidence in the courts of Hong Kong, is not taken, fulfilled or done by the requisite time;

• (vii) any breach of the representations, warranties and undertakings made by the Company to the Bondholder(s) in reliance of which the Bondholder(s) subscribes to a Convertible Bonds.

The Conversion Price

The conversion price of HK$0.52 per Conversion Share represents:

• (i) no premium or discount to the closing price of HK$0.52 per Share as quoted on the Stock Exchange on the Last Trading Day of the Shares;

• (ii) a premium of approximately 12.55% to the average closing price of approximately HK$0.462 per Share for the last 5 consecutive trading days immediately prior to the Last Trading Day; and

• (iii) a premium of approximately 12.8% to the average closing price of approximately HK$0.4610 per Share for the last 10 consecutive trading days immediately prior to the Last Trading Day.

The Conversion Price was arrived at after arm’s length negotiations between the Company and HANI with reference to the prevailing market prices of the Shares as shown above. The Directors consider the Conversion Price and the terms and conditions of the Placing Agreement are fair and reasonable based on the current market conditions and in the interests of the Company and Shareholders as a whole.

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Reasons for entering into the Placing Agreement and use of proceeds

The Directors consider that the Placing can provide additional funding for the Company for strengthen its working capital position of the Group and to facilitate the development and expansion of business of the Group. In addition, the shareholder base of the Company would also be broadened.

Assuming the entire aggregate principal amount of US$70,000,000.00 (approximately HK$546,000,000.00) of the Convertible Bonds are successfully placed by HANI, the total gross proceeds will amount to US$70,000,000.00 (approximately HK$546,000,000.00). The net proceeds (after deducting the fees and expenses involved in the Placing) will be approximately US$69,826,900.00 (approximately HK$544,649,820.00).

The Group intends to apply the aforesaid net proceeds as follows:

1. Approximately US$1,500,000 (approximately HK$11,700,000) for payment of settlement of Russian legal cases with two former shareholders of a Russian subsidiary of the Group, namely, Demeshonok Konstantin Yur’evich and Kochkina Ludmila Dmitrievna in respect of their claims for their respective share of the third stage payment by the Group for the acquisition of the remaining 30% equity interest in LLC “Shakhta Lapichevskaya”.

2. Approximately US$10,000,000 (approximately HK$78,000,000) for finance the exploration drilling and commissioning of coal mines in Russia.

3. Approximately US$15,000,000 (approximately HK$117,000,000) for repayment of existing liabilities of the Group owed to Cordia, namely:

4. (a) shareholder’s loans in the sum of approximately US$2,000,000 (approximately HK$15,600,000) owed by Langfeld;

5. (b) promissory notes in the principal amount of US$9,251,000 (approximately HK$72,157,800) to be settled at US$8,000,000 (approximately HK$62,400,000) issued by the Company in favour of Cordia, the entire principal amount is outstanding as at the date of this announcement; and

6. (c) loans of total amount of approximately US$5,000,000 (approximately HK$39,000,000) owed by the Company.

7. Approximately US$4,826,900 (approximately HK$37,649,820) for general working capital purposes.

8. Approximately US$38,500,000 (approximately HK$300,300,000) for possible acquisition of mining assets. As at the date of this announcement, the Company has not identified any specific investment plans.

In the event the net proceeds are less than US$69,826,900.00 (approximately HK$544,649,820.00), or the Company wishes to change the allocation of the net proceeds due to changes in the market environment, the Company will come up with a new plan and make the announcement accordingly.

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III. SHAREHOLDING STRUCTURE OF THE COMPANY

As at the date of this announcement, the Company has 227,870,653 Shares in issue. The shareholding structure of the Company immediately before completion of the issue of the Subscription Shares and the Conversion Shares and immediately after completion of the issue of the Subscription Shares and the Conversion Shares will be as follows:

Shareholders Goldwyn Management Limited_(Note 1) Pang Ngoi Wah Edward, a non-executive Director Cordia(Note 2) DTV China Holdings Limited (Note 3)_ Sub-total: Public Shareholders: The Placees Income Plus Master Impact Skyline Other public Shareholders Total	Existing shareholding (as at the date of this announcement) Number of Approximate Shares % 11,400,000 5.00% 175,000 0.08% 11,000,000 4.83% 800,000 0.35% 23,375,000 10.26% — — — — — — — — 204,495,653 89.74% 227,870,653 100.00%	Shareholding immediately after the Subscription, assuming no conversion rights attaching to the Convertible Bonds has been exercised Number of Approximate Shares % 11,400,000 3.24% 175,000 0.05% 11,000,000 3.12% 800,000 0.23% 23,375,000 6.64% — — 20,678,685 5.88% 62,036,055 17.63% 41,357,370 11.75% 204,495,653 58.1% 351,942,763 100.00%	Shareholding immediately after the Placing, the Subscription, the issue of Subscription Shares and the Conversion Shares, assuming the conversion rights attaching to the Convertible Bonds are exercised in full at the Conversion Price Number of Approximate Shares % 11,400,000 0.81 175,000 0.01 11,000,000 0.78 800,000 0.06 23,375,000 1.66 1,050,000,000 74.9 20,678,685 1.47 62,036,055 4.43 41,357,370 2.95 204,495,653 14.59 1,401,942,763 100.00%

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. Cordia is wholly and beneficially owned by Mr. Choi Sungmin, a director of a wholly-owned subsidiary of the Company, Trenaco Holdings Limited.

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

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IV. FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE-MONTH PERIOD

The Company has conducted the following fund raising activities in the past 12 months immediately preceding the date of this announcement:

			Intended use of
			proceeds as stated
Date of			in the	Actual use of
announcement	Event	Net proceeds	announcement	Proceeds/Remark
16 February 2011	Placing of	Approximately	Future investment	All proceeds had
	260,000,000 new	HK$34.9	purpose, general	been used as
	Shares	Million	working capital	intended as
			and repayment of	general working
			liabilities	capital in the
				amount of
				approximately
				HK$26.8 million
				and for repayment
				of liabilities of the
				Company in the
				amount of
				approximately
				HK$8.1 million
11 May 2011	Placing of	Approximately	General working	All proceeds had
	128,000,000 new	HK$14.2	capital, repayment	been used as
	Shares	million	of liabilities and	intended as
			future investment	general working
			purpose	capital in the
				amount of
				approximately
				HK$5.0 million
				and for repayment
				of liabilities of the
				Company in the
				amount of
				approximately
				HK$9.2 million

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			Intended use of
			proceeds as stated
Date of			in the	Actual use of
announcement	Event	Net proceeds	announcement	Proceeds/Remark
17 June 2011	Grant of the equity	Approximately	Reimbursing the	Not applicable, as
	line of credit for	HK$50 million	costs and	no option Shares
	up to subscription		expenses	had been allotted
	of 568,000,000		incidental to the	and issued and the
	option Shares		potential	equity line of
			acquisition as	credit was
			referred to in the	terminated on 6
			announcement of	January 2012
			the Company
			dated 17 April
			2011 should such
			potential
			acquisition
			proceed. If such
			potential
			acquisition does
			not proceed, the
			net proceeds will
			be applied for
			general working
			capital of the
			Group, repayment
			of liabilities and
			for future
			investment
			purpose
23 August 2011	Subscription of	Approximately	General working	All proceeds had
	141,000,000 new	HK$5.6 million	capital of the	been used as
	Shares		Group and	intended as
			repayment of	general working
			liabilities	capital in the
				amount of
				approximately
				HK$2.1 million
				and for repayment
				of liabilities of the
				Company in the
				amount of
				approximately
				HK$3.5 million

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			Intended use of
			proceeds as stated
Date of			in the	Actual use of
announcement	Event	Net proceeds	announcement	Proceeds/Remark
8 September 2011	Subscription of	Approximately	Setting off an	All proceeds had
	1,150,000,000	HK$45.20	equivalent	been used as
	new Shares	million	outstanding	intended for
			principal amount	setting off an
			of the promissory	equivalent
			notes due by the	outstanding
			Company	principal amount
				of approximately
				HK$46.0 million
				of the promissory
				notes due by the
				Company
11 January 2012	Subscription of	Approximately	General working	All proceeds had
	21,300,000 new	HK$4.9 million	capital of the	been used as
	Shares under		Group and	intended as
	general mandate		repayment of	general working
			liabilities	capital of the
				Group in the
				amount of
				approximately
				HK$2 million and
				for repayment of
				liabilities of the
				Company in the
				amount of
				approximately
				HK$2.9 million.

IV. UNUSUAL PRICE MOVEMENT AND TRADING VOLUME MOVEMENT

This statement is made at the request of the Stock Exchange, the Board has noted today’s increase in the price of the Shares and the trading volume of the Shares and wishes to state that, save as disclosed in this announcement, the Board is not aware of any reasons for such movement.

Save as disclosed in this announcement, the Board confirms that there are no negotiations or agreements relating to intended acquisitions or realizations which are discloseable under Rule 13.23 of the Listing Rules, neither is the Board aware of any matter discloseable under the general obligation imposed by Rule 13.09 of the Listing Rules, which is or may be of a price-sensitive nature.

V. GENERAL

The EGM will be convened for the Shareholders to consider and, if thought fit, to pass the resolutions to approve the grant of the Placing Specific Mandate and the Specific Mandate. A circular will be despatched by the Company to the Shareholders on or before 27 March 2012, containing: (i) further details of the Subscription Agreements and further information of the Company; (ii) further details of the Placing and the issue of Convertible Bonds; (iii) a notice of the EGM; and (iv) other information as required by the Listing Rules.

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To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as aforesaid, no Director or Shareholder has a material interest in the Subscriptions and the Placing and the issue of Convertible Bonds. Accordingly, (i) no Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Subscription, the Placing and the issue of Convertible Bonds. Voting at the EGM will be conducted by way of poll.

If any of the conditions precedent to the completion under the Subscription Agreements is not satisfied, all or part, as the case may be, of the Subscription will lapse and will not proceed.

If any of the conditions precedent to the completion under the Placing is not satisfied, the Placing will lapse and will not proceed.

Shareholders and potential investors of the Company should exercise caution when dealing in the Shares or any other securities of the Company.

DEFINITIONS

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

“associate(s)”	has the meaning ascribed to it under the Listing Rules
“Board”	the board of Directors of the Company
“Bondholder(s)”	holder(s) of the Convertible Bonds
“Business Day”	a day (excluding Saturday, Sunday and any day on which a tropical cyclone
	warning No. 8 or above is hoisted or remains hoisted between 9:00 a.m. and
	12:00 noon and is not lowered at or before 12:00 noon or on which a “black”
	rainstorm warning signal is hoisted or remains in effect between 9:00 a.m.
	and 12:00 noon and is not discontinued at or before 12:00 noon) on which
	licensed banks are generally open for business in Hong Kong
“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
“connected person(s)”	has the meaning ascribed to it in the Listing Rules, and “connected” shall be
	construed accordingly
“Convertible Bonds”	convertible bonds of up to an aggregate principal amount of US$70,000,000.00,
	to be issued by the Company, to be issued in the denomination and integral
	amounts of US$100,000, as requested by the Placees, pursuant to the Placing
	Agreement
“Conversion Price”	conversion price of HK$0.52 per Conversion Share
“Conversion Shares”	the new Shares which may fall to be allotted and issued upon exercise of the
	conversion rights attaching to the Convertible Bonds
“Cordia”	Cordia Global Limited, a company wholly and beneficially owned by Mr.
	Choi Sungmin, a director of a wholly-owned subsidiary of the Company,
	Trenaco Holdings Limited

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“Directors”	directors of the Company
“EGM”	the extraordinary general meeting of the Shareholders to be convened by
	the Company to consider and approve, inter alia, the issue of Subscription
	Shares, the Placing, the grant of the Specific Mandate and the Placing Specific
	Mandate
“Group”	the Company and its subsidiaries
“HANI”	Hani Securities (H.K.) Limited, a corporation licensed to carry out type 1
	(dealing in securities) and type 4 (advising on securities) , type 6 (advising
	on corporate finance) and type 9 (asset management) regulated activities
	under the SFO
“HKSCC’’	Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Income Plus”	Income Plus Investment Limited, a company incorporated under the laws of
	British Virgin Islands and having made all reasonable enquiries, Income
	Plus and its ultimate beneficial owners are independent third parties not
	connected with the Company and its connected persons (as defined under
	the Listing Rules)
“Income Plus Promissory Note”	the promissory notes in the principal amount of US$1,500,000
	(approximately HK$11,700,000) issued by the Company in favour of Income
	Plus, the entire principal amount is outstanding as at the date of this
	announcement
“Income Plus Subscription”	the subscription of a total of 20,678,685 new Shares by Income Plus pursuant
	to the Income Plus Subscription Agreement
“Income Plus Subscription	the agreement dated 6 March 2012 entered into between the Company
Agreement”	and Income Plus after the trading hours in relation to the Income Plus
	Subscription
“Independent Third Party(ies)”	any person(s) or company(ies) and their respective ultimate beneficial
	owner(s) whom, to the best of the Directors’ knowledge, information and
	belief having made all reasonable enquiries, are third parties independent of
	the Company and its connected persons of the Company in accordance with
	the Listing Rules
“Instrument”	the convertible bonds instrument to be executed by the Company by way of
	a deed poll
“Langfeld”	Langfeld Enterprises Limited is an indirect subsidiary of the Company and
	owned as to 90% by Grandvest International Limited (a 100% wholly-owned
	subsidiary of the Company), and as to 10% by Cordia
“Last Trading Day”	6 March 2012, being the last trading day immediately prior to the entering
	into of the Subscription Agreements and the Placing Agreement

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“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

“Master Impact”	Master Impact Inc., a company incorporated under the laws of British Virgin
	Islands and having made all reasonable enquiries, Master Impact and its
	ultimate beneficial owners are independent third parties not connected with
	the Company and its connected persons (as defined under the Listing Rules)
“Master Impact Promissory	the promissory notes in the principal amount of US$4,500,000
Note”	(approximately HK$35,100,000) issued by the Company in favour of Master
	Impact, the entire principal amount is outstanding as at the date of this
	announcement
“Master Impact Subscription”	the subscription of a total of 62,036,055 new Shares by Master Impact
	pursuant to the Master Impact Subscription Agreement
“Master Impact Subscription	the agreement dated 6 March 2012 entered into between the Company
Agreement”	and Master Impact after the trading hours in relation to the Master Impact
	Subscription
“Placee”	any independent institutional or private investors procured by HANI, on a
	best effort-basis, to subscribe for the Convertible Bonds pursuant to the
	Placing Agreement
“Placing”	the placing of the Convertible Bonds pursuant to the terms of the Placing
	Agreement
“Placing Agreement”	the conditional placing agreement entered into between the Company and
	HANI dated 6 March 2012 in relation to the Placing
“Placing Period”	the period of four calendar months from the date of the Placing Agreement
“Placing Specific Mandate”	a specific mandate to be sought from the Shareholders at the EGM to (i)
	issue the Convertible Bonds and (ii) allot and issue the new Shares which
	may fall to be allotted and issued upon exercise of the conversion rights
	attaching to the Convertible Bonds
“Promissory Notes”	collectively Income Plus Promissory Note, Master Impact Promissory Note
	and Skyline Promissory Note
“PRC”	the People’s Republic of China, which for the purpose of this announcement,
	shall exclude Hong Kong, the Macau Special Administrative Region of the
	PRC and Taiwan
“SFO”	Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong)
“Share(s)”	ordinary share(s) of par value of HK$0.2 each (HK$0.01 each before the
	share consolidation of the Company came into effect from 3 October 2011,
	as the case may be) in the issued share capital of the Company
“Shareholder(s)”	person(s) whose name(s) appear in the register of members of the Company
	as the holder(s) of Share(s)

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“Skyline” Skyline Merit Limited, a company incorporated under the laws of British Virgin Islands and having made all reasonable enquiries, Skyline and its ultimate beneficial owners are independent third parties not connected with the Company and its connected persons (as defined under the Listing Rules) “Skyline Promissory Note” the promissory notes in the principal amount of US$3,000,000 (approximately HK$23,400,000) issued by the Company in favour of Skyline, the entire principal amount is outstanding as at the date of this announcement “Skyline Subscription” the subscription of a total of 41,357,370 new Shares by Skyline pursuant to the Skyline Subscription Agreement “Skyline Subscription the agreement dated 6 March 2012 entered into between the Company Agreement” and Skyline after the trading hours in relation to the Skyline Subscription “Specific Mandate” a specific mandate to be sought from the Shareholders at the EGM to allot and issue the Subscription Shares pursuant to the Subscription Agreements “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscribers” collectively Income Plus, Master Impact and Skyline “Subscription” the subscription for the Subscription Shares by the Subscribers as contemplated under the Subscription Agreements “Subscription Agreements” collectively the Income Plus Subscription Agreement, Master Impact Subscription Agreement and Skyline Subscription Agreement “Subscription Shares” 124,072,110 new Shares to be issued and allotted to the Subscribers for full and final settlement of the Promissory Notes “Subscription Price” the subscription price of HK$0.5658 per Subscription Share “Takeovers Code” The Code on Takeovers and Mergers “HK$” Hong Kong dollars, the lawful currency of Hong Kong “US$” the United States of America dollars, the lawful currency of the United States of America “%” per cent

By order of the Board Siberian Mining Group Company Limited Lim Ho Sok Chairman Hong Kong, 6 March 2012

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

This announcement will remain on the website of the Stock Exchange at www.hkexnews.hk on the “Latest Listed Company Information” page for at least 7 days from the date of its posting and on the Company’s website at www.ilinkfin.net/siberian_mining.

In this announcement, for illustration purposes only, unless otherwise stated, the conversion of US dollars into HK dollars is based on the approximate exchange rate of US$1.00 to HK$7.80.

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