Qiniu Limited — Capital/Financing Update 2012

Jan 11, 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.

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 11 January 2012, 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 and the Company has conditionally agreed to allot and issue the Subscription Shares at a price of HK$0.230 per Subscription Share, subject to the terms and conditions contained therein.

Pursuant to the Subscription Agreement, subject to the terms and conditions contained therein, a total of 21,300,000 new Shares will be allotted and issued by the Company to the Subscriber upon Completion, representing approximately 10.31% of the existing issued share capital of the Company of 206,570,653 Shares as at the date of this Announcement, and approximately 9.35% of the total enlarged issued share capital of the Company immediately following Completion.

The Subscription Price of HK$0.230 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 19.30% to the closing price of HK$0.285 per Share as quoted on the Stock Exchange on the Last Trading Date; (ii) a discount of approximately 6.12% to the average closing price of HK$0.245 per Share for the five consecutive trading days immediately prior to the date of this Announcement; and (iii) a discount of approximately 5.58% to the average closing price of HK$0.2436 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. Upon Completion, the Subscriber will not become a substantial shareholder and a connected person of the Company (both as defined under the Listing Rules).

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

* For identification purpose only

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The gross and the net proceeds (net of any expenses to be borne by the Company) from the Subscription will be approximately HK$4,899,000 and approximately HK$4,860,000 respectively. The net proceeds will be used by the Company as general working capital of the Group and repayment of liabilities. The net Subscription Price will be approximately HK$0.228 per each Subscription Share.

Completion of the Subscription is subject to the satisfaction of the conditions precedent in the Subscription. 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 11 January 2012, 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 and the Company has conditionally agreed to allot and issue the Subscription Shares at a price of HK$0.230 per Subscription Share, subject to the terms and conditions contained therein.

SUBSCRIPTION AGREEMENT

Date: 11 January 2012 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. Upon Completion, the Subscriber will not become a substantial shareholder and a connected person of the Company (both as defined under the Listing Rules).

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

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, a total of 21,300,000 new Shares will be allotted and issued by the Company to the Subscriber upon Completion, representing approximately 10.31% of the existing issued share capital of the Company of 206,570,653 Shares as at the date of this Announcement, and approximately 9.35% of the total enlarged issued share capital of the Company immediately following Completion.

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

The aggregate nominal value of the Subscription Shares is HK$4,260,000.

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Each of the Subscription Shares will be issued under the General Mandate granted to the Directors at the annual general meeting of the Company held on 15 August 2011, of which the Directors are empowered to allot and issue up to 28,404,130 Shares (568,082,612 shares of HK$0.01 each before share consolidation on 3 October 2011), being 20% of the issued share capital of the Company as at the date of the said annual general meeting of the Company. Since the date the General Mandate was granted (i.e. 15 August 2011) and up to the date of this Announcement, 7,050,000 new Shares (141,000,000 shares of HK$0.01 each before share consolidation on 3 October 2011) have been issued under the General Mandate. The Subscription Shares to be allotted and issued will utilize approximately 74.99% 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$0.230 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 19.30% to the closing price of HK$0.285 per Share as quoted on the Stock Exchange on the Last Trading Date;

• (ii) a discount of approximately 6.12% to the average closing price of HK$0.245 per Share for the five consecutive trading days immediately prior to the date of this Announcement; and

• (iii) a discount of approximately 5.58% to the average closing price of HK$0.2436 per Share for the ten consecutive trading days immediately prior to the date of this Announcement.

The Subscriber has made Short Term Loans to the Company and as at the date of the Subscription Agreement, the total outstanding loan amount is HK$1.35 million and the related Accrued Interests amounted to approximately HK$25,918. The parties intend to set off the Discharged Amount against the Total Subscription Price on a dollar-to-dollar basis.

The Subscription Price of HK$0.230 for each of the Subscription Shares less the Discharged Amount per Subscription Share of HK$0.0646 is required to be paid in cash by the Subscriber on the Remittance Date for the Subscription Shares 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 his costs and expenses in connection with the Subscription, and the Company will bear its legal and any other fees in the aggregate amount of approximately HK$39,000. No fee shall be payable by the Company to the Subscriber upon Completion.

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Conditions and Completion of the Subscription Agreement

Completion is conditional upon (i) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, Subscription Shares; (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 Net Remittance for the Subscription Shares with the Company on the Remittance Date 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 31 January 2012 (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 Net Remittance (without interest) to the Subscriber within five (5) business days upon such termination.

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.

Completion will take place on the date falling on the immediate next Business Day from the date on which all the conditions in respect of the Subscription 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 Discharged Amount and the Net Remittance for the Subscription Shares deposited with the Company’s account be applied for subscribing the Subscription Shares and the Company will issue and allot the Subscription Shares to the Subscriber, and the Subscriber will subscribe for his Subscription Shares.

Completion of the Subscription is subject to the satisfaction of the conditions precedent in the Subscription. 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, the Subscription Shares.

REASONS FOR THE SUBSCRIPTION

The Group is principally engaged in the businesses of coal mining and coal and scrap iron trading and digital television technology services. The Directors consider that the Subscription will increase the capital base of the Group for the general working capital of the Group.

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$4,899,000 and approximately HK$4,860,000 respectively. The net proceeds will be used by the Company as general working capital of the Group and repayment of liabilities. The net Subscription Price will be approximately HK$0.228 per each Subscription Share.

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Fund raising activities in the past twelve months

			Intended use of
			proceeds as stated in	Actual use of proceeds/
Date of announcement	Event	Net proceeds	the announcement	Remarks
16 February 2011	Placing of 260,000,000	Approximately	Future investment	All proceeds had been
	new Shares	HK$34.9 million	purpose, general	used as intended as
			working capital and	general working
			repayment of	capital in the amount
			liabilities	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 128,000,000	Approximately	General working capital,	All proceeds had been
	new Shares	HK$14.2 million	repayment of	used as intended as
			liabilities and future	general working
			investment 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
17 June 2011	Grant of the equity line	Approximately	Reimbursing the costs	Not applicable, as no
	of credit for up to	HK$50 million	and expenses	option Shares had
	subscription of		incidental to the	been allotted and
	568,000,000 option		potential acquisition	issued and the equity
	shares		as referred to in the	line of credit was
			announcement of the	terminated on
			Company dated	6 January 2012
			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 capital	All proceeds had been
	141,000,000 new	HK$5.6 million	and repayment of	used as intended as
	Shares		liabilities	general working
				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
8 September 2011	Subscription of	Approximately	Setting off an equivalent	All proceeds had been
	1,150,000,000 new	HK$45.20 million	outstanding principal	used as intended for
	Shares		amount of the	setting off an
			Promissory Notes due	equivalent outstanding
			by the Company	principal amount of
				approximately
				HK$46.0 million of
				the Promissory Notes
				due by the Company

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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.

CHANGES IN SHAREHOLDING IN THE COMPANY

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

Name of Shareholder Goldwyn Management Limited (Note 1) Pang Ngoi Wah Edward, a non-executive Director Cordia Global Limited_(Note 2) DTV China Holdings Limited (Note 3)_ Sub-total Subscriber Other public Shareholders Sub-total Total	Shareholding immediately before Completion No. of Shares % (approx.) 11,400,000 5.52% 175,000 0.08% 11,000,000 5.33% 800,000 0.39% 23,375,000 11.32% — 0.00% 183,195,653 88.68% 183,195,653 88.68% 206,570,653 100.00%	Shareholding immediately after the Completion No. of Shares % (approx.) 11,400,000 5.00% 175,000 0.08% 11,000,000 4.83% 800,000 0.35% 23,375,000 10.26% 21,300,000 9.35% 183,195,653 80.39% 204,495,653 89.74% 227,870,653 100.0%	Shareholding immediately after the Completion No. of Shares % (approx.) 11,400,000 5.00% 175,000 0.08% 11,000,000 4.83% 800,000 0.35% 23,375,000 10.26% 21,300,000 9.35% 183,195,653 80.39% 204,495,653 89.74% 227,870,653 100.0%
			10.26%
			9.35% 80.39%
			89.74%
			100.0%

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 Global Limited 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 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:

“Accrued Interests”	the outstanding accrued interests payable on the Short Term Loans by the
	Company to the Subscriber amounted to approximately HK$25,918 in total
	as at the date of the Subscription Agreement
“Announcement”	this announcement of the Company in relation to the Subscription
“Company”	Siberian Mining Group Company Limited, a company incorporated in the
	Cayman Islands with limited liability and the Shares of which are listed on
	the Stock Exchange
“Board”	board of Directors
“Completion”	Completion of the Subscription
“Directors”	directors of the Company
“Discharged Amount”	the aggregation of amounts of the Short Term Loans and the Accrued Interests
“General Mandate”	the general mandate to allot, issue and deal with the Shares granted to the
	Directors pursuant to the resolutions passed at the annual general meeting
	of the Company on 15 August 2011
“Group”	the Company and its subsidiaries
“HK$”	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”	11 January 2012, 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
“Net Remittance”	the net amount to be paid by the Subscriber after setting off the Discharged
	Amount against the Total Subscription Price on a dollar-to-dollar basis
“Remittance Date”	on or before 20 January 2012 or such other date as the Company and the
	Subscriber may agree
“Shares”	ordinary shares of HK$0.20 each or HK$0.01 each, as the case may be, in
	the share capital of the Company
“Shareholders”	holders of the Shares

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“Short Term Loans” the outstanding unsecured short term loans advanced to the Company by the Subscriber amounted to HK$1.35 million in total as at the date the Subscription Agreement

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “Subscriber” Mr. Kim Seon Yong, the subscriber of the Subscription Shares under the Subscription Agreement

• “Subscription” the issue and allotment of the Subscription Shares to the Subscriber by the Company and the subscription by the Subscriber for the Subscription Shares 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 11 January 2012 in relation to the Subscription

• “Subscription Price” the price of HK$0.230 for subscribing each Subscription Share

• “Subscription Shares” a total of 21,300,000 new Shares to be allotted and issued by the Company to the Subscriber pursuant to the Subscription Agreement representing approximately 10.31% of the existing issued share capital of the Company of 206,570,653 Shares as at the date of this Announcement, and approximately 9.35% of the issued share capital of the Company as enlarged by the Subscription Shares issued upon Completion

• “Total Subscription Price” the total Subscription Price of HK$4,899,000 payable by the Subscriber for the Subscription Shares

By order of the Board Siberian Mining Group Company Limited Lim Ho Sok Chairman

Hong Kong, 11 January 2012

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

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