Qiniu Limited — Capital/Financing Update 2013

Jan 8, 2013

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)

PROPOSED SUBSCRIPTION AND ISSUE OF SHARES UNDER SPECIFIC MANDATE

(1) Proposed Subscription and Issue of Shares under Specific Mandate

The Board announces that on 8 January 2013 (after trading hours), the Company has entered into the 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 allot and issue the Subscription Shares at the Subscription Price per Subscription Share. The Subscription Price of all the Subscription Shares will be settled by setting off with the outstanding principal amount of the Loan Agreements. The aggregate outstanding principal amount of the Loan Agreements up to the date of this announcement is US$2,800,000 (approximately HK$21,840,000). The aggregate accrued interests under the Loan Agreements up to the date of this announcement are approximately US$9,896 (approximately HK$77,189). The Company will settle the accrued interest in cash to the Subscribers on Completion. 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 Loan Agreements 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 an extraordinary general meeting. The total number of 84,000,000 Subscription Shares represents: (i) approximately 19.88% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.59% of the issued share capital of the Company as enlarged by the issue and allotment of the Subscription Shares immediately following Completion.

* For identification purpose only

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(2) General

An EGM will be convened for the Shareholders to consider and, if thought fit, to pass the resolutions to approve the grant of the Specific Mandate. A circular will be despatched by the Company to the Shareholders on or before 29 January 2013, containing: (i) further details of the Subscription Agreements and further information of the Company; (ii) a notice of the EGM; and (iii) 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.

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

(1) Proposed Subscription and Issue of Shares under Specific Mandate

The Board announces that on 8 January 2013 (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 allot and issue the Subscription Shares at the Subscription Price per Subscription Share. The Subscription Price of all the Subscription Shares will be settled by setting off with the outstanding principal amount of the Loan Agreements. The aggregate outstanding principal amount of the Loan Agreements up to the date of this announcement is US$2,800,000 (approximately HK$21,840,000). The aggregate accrued interests under the Loan Agreements up to the date of this announcement are approximately US$9,896 (approximately HK$77,189). The Company will settle the accrued interest in cash to the Subscribers on Completion. 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 Loan Agreements shall be fully satisfied and discharged. The Subscription Agreements are not inter-conditional.

(i) Wonang Subscription Agreement

Date : 8 January 2013 (after trading hours) Parties : The issuer : the Company Subscriber : Wonang, a company incorporated under the laws of Republic of Korea, and as advised by Wonang, is principally engaged in renting and leasing of real estate and parking lot. As advised by Wonang, Wonang is entirely owned by Kim.

(ii) Kim Subscription Agreement

Date : 8 January 2013 (after trading hours) Parties :

The issuer : the Company

Subscriber : Kim, an independent third party not connected with the Company and its connected persons (as defined under the Listing Rules). As advised by Kim, Kim entirely owns Wonang.

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(iii) Keystone Subscription Agreement

Date : 8 January 2013 (after trading hours) Parties : The issuer : the Company Subscriber : Keystone, a company incorporated under the laws of Republic of Korea, and as advised by Keystone, is principally engaged in mine development and coal sales and resource development. As advised by Keystone, Keystone is owned by 4,864 natural persons and 2 corporate shareholders. No shareholder is holding more than 13.5% of the shareholding of Keystone.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, Wonang, Keystone and their respective ultimate beneficial owner(s) are Independent Third Parties of the Company and its connected persons. As advised by Keystone, as at the date of this announcement, Keystone holds 11,000,000 Shares, representing approximately 2.60% of the existing issued share capital of the Company. As advised by Kim, Kim holds 7.2% of Master Impact Inc, which holds 14.69% of the existing issued capital of the Company. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries at the date of this announcement, save as disclosed above, Wonang and Keystone and their respective ultimate beneficial owner(s) do not hold any Shares.

As confirmed and advised by the Subscribers that, save as disclosed above, they do not have any relationship between them, further they do not have any agreement nor understanding whether formal or informal, actively cooperate to obtain or consolidate control of the Company through the acquisition by any of them of voting rights of the Company. The issue of Subscription Shares for each Subscriber under the Subscription Agreements is not inter-conditional. As advised by the Subscribers, the Subscribers are of the view that they are not acting in concert under the Takeovers Code.

INFORMATION OF THE GROUP

The principal activity of the Company is investment holding. The Group is principally engaged in the businesses of coal mining, and mineral resources and commodities trading.

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THE LOAN AGREEMENTS

The principal terms of the Loan Agreements are as follows:—

Name of Lenders:	Wonang Kim Keystone
Outstanding principal	US$460,000 US$940,000 US$1,400,000
amount:	(approximately (approximately (approximately
	HK$3,588,000) HK$7,332,000) HK$10,920,000)
Interest:	6% p.a. 6% p.a. 6% p.a.
Term:	Repayable 12 months from the respective drawdown date and
	can be renewable for further periods up to 36 months to be
	mutually agreed by the respective lender and the Company
Early repayment:	The Company has the rights to earlier repay the whole or
	any part of the loan without any penalty at any time
Drawdown Date:	18 December 2012 18 December 2012 19 December 2012
Security:	Unsecured

After the completion of the Subscription, there will not be any outstanding principal amount or accrued interests of the Loan Agreements.

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$)
Wonang	13,800,000	3,588,000
Kim	28,200,000	7,332,000
Keystone	42,000,000	10,920,000
Total	84,000,000	21,840,000

The total number of 84,000,000 Subscription Shares represents: (i) approximately 19.88% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.59% of the issued share capital of the Company as enlarged by the issue and allotment of the Subscription Shares.

RANKING OF 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.

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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 30 June 2013 (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 30 June 2013 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$0.260 which represents:

• (i) a discount of approximately 18.75% to the closing price of HK$0.320 per Share as quoted on the Stock Exchange on the Last Trading Day of the Shares;

• (ii) a discount of approximately 13.04% to the average closing price of approximately HK$0.299 per Share for the last 5 consecutive trading days immediately prior to the Last Trading Day; and

• (iii) a discount of approximately 10.65% to the average closing price of approximately HK$0.291 per Share for the last 10 consecutive trading days immediately prior to the Last Trading Day.

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 setting off the Subscription Price with the outstanding principal amount of the Loan Agreements.

APPLICATION FOR LISTING

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

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REASONS FOR ENTERING THE SUBSCRIPTION AGREEMENTS

The Subscription Agreements serve to convert the outstanding principal of the Loan Agreements 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 Loan Agreements, the Directors consider that it is for the benefit of the Company to enter into the Subscription Agreements.

SHAREHOLDING STRUCTURE OF THE COMPANY

As at the date of this announcement, the Company has 422,442,763 Shares in issue. The shareholding structure of the Company immediately before completion of the issue of the Subscription Shares and immediately after completion of the issue of the Subscription Shares will be as follows:

Name of Shareholder Goldwyn Management Limited_(Note 1) Pang Ngoi Wah Edward, a non-executive Director Sub-total ACME Perfect Limited Master Impact Inc. Skyline Merit Limited Other public Shareholders Wonang(Note 2)_ Kim Keystone Sub-total Total	Shareholding immediately before the Completion No. of Shares % (approx.) 11,400,000 2.70% 175,000 0.04% 11,575,000 2.74% 70,000,000 16.57% 62,036,055 14.69% 41,357,370 9.79% 226,474,338 53.61% — 0% — 0% 11,000,000 2.60% 410,867,763 97.26% 422,442,763 100.00%	Shareholding immediately after the Completion No. of Shares % (approx.) 11,400,000 2.25% 175,000 0.03% 11,575,000 2.28% 70,000,000 13.82% 62,036,055 12.25% 41,357,370 8.17% 226,474,338 44.72% 13,800,000 2.72% 28,200,000 5.57% 53,000,000 10.47% 494,867,763 97.72% 506,442,763 100.00%	Shareholding immediately after the Completion No. of Shares % (approx.) 11,400,000 2.25% 175,000 0.03% 11,575,000 2.28% 70,000,000 13.82% 62,036,055 12.25% 41,357,370 8.17% 226,474,338 44.72% 13,800,000 2.72% 28,200,000 5.57% 53,000,000 10.47% 494,867,763 97.72% 506,442,763 100.00%
			2.28% 13.82% 12.25% 8.17% 44.72% 2.72% 5.57% 10.47%
			97.72%
			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. These Shares are registered in the name of Wonang, which is wholly-owned by Kim who is deemed to be interested in all the Shares in which Wonang is interested by virtue of the SFO.

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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
Date of			stated in the	Actual use of proceeds/
announcement	Event	Net proceeds	announcement	Remarks
11 January 2012	Subscription of	Approximately	General working	All proceeds had been
	21,300,000	HK$4.9 million	capital of the Group	used as intended as
	new Shares under		and repayment of	general working capital
	general mandate		liabilities	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
6 March 2012	Subscription of	Approximately	Full and final	Full and final discharge
	124,072,110	US$8.95 million	discharge of the	of the Promissory Notes
	new Shares	(approximately	Promissory Notes	for a total amount of
		HK$69.81	for a total amount	US$9 million
		million)	of US$9 million	(approximately HK$70.2
			(approximately	million)
			HK$70.2 million)
5 December 2012	Subscription of	Approximately	General working	All proceeds had been
	70,000,000	HK$17.15 million	capital of the Group	used as intended as
	new Shares under		and repayment of	general working capital
	general mandate		liabilities	of the Group in the
				amount of
				approximately of
				HK$4.95 million and for
				repayment of liabilities
				of the Group in the
				amount of
				approximately of
				HK$12.2 million

Save as disclosed above, the Company has not conducted any fund raising activity in the previous 12 months.

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(2) General

An EGM will be convened for the Shareholders to consider and, if thought fit, to pass the resolutions to approve the grant of the Specific Mandate. A circular will be despatched by the Company to the Shareholders on or before 29 January 2013, containing: (i) further details of the Subscription Agreements and further information of the Company; (ii) a notice of the EGM; and (iii) other information as required by the Listing Rules.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as aforesaid, no Director or Shareholder except Keystone has a material interest in the Subscriptions. Accordingly, Keystone is required to abstain from voting at the EGM in respect of the resolutions relating to the Keystone Subscription Agreement. Save as disclosed above, no Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Subscription. 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.

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
“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
“Completion”	completion of the Subscription in accordance with the terms and conditions
	of the Subscription Agreements
“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
“Directors”	directors of the Company

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“EGM” an extraordinary general meeting of the Shareholders to be convened by the Company to consider and approve, inter alia, the grant of the Specific Mandate

• “Group” the Company and its subsidiaries

• “HKSCC’’ Hong Kong Securities Clearing Company Limited

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “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

• “Keystone” Keystone Global Co., Ltd, a company incorporated under the laws of Republic of Korea and having made all reasonable enquiries, Keystone and its ultimate beneficial owners are independent third parties not connected with the Company and its connected persons (as defined under the Listing Rules)

• “Keystone Short Term Loan” short term loan for an amount of US$1,400,000 (approximately HK$10,920,000) granted to the Company on 19 December 2012, bearing an interest of 6% p.a., which is repayable 12 months from the drawdown date, that is, 19 December 2012 and can be renewable for further periods up to 36 months to be mutually agreed by Keystone and the Company, the entire principal amount is outstanding as at the date of this announcement

• “Keystone Subscription” the subscription of a total of 42,000,000 new Shares by Keystone pursuant to the Keystone Subscription Agreement

• “Keystone Subscription the agreement dated 8 January 2013 entered into between the Company Agreement” and Keystone after the trading hours in relation to the Keystone Subscription

• “Kim” Mr. Kim Chul, a South Korean, sole shareholder of Wonang and having made all reasonable enquiries, Mr. Kim Chul is independent third party not connected with the Company and its connected persons (as defined under the Listing Rules)

• “Kim Short Term Loan” short term loan for an amount of US$940,000 (approximately HK$7,332,000) granted to the Company on 18 December 2012, bearing an interest of 6% p.a., which is repayable 12 months from the drawdown date, that is, 18 December 2012 and can be renewable for further periods up to 36 months to be mutually agreed by Kim and the Company, the entire principal amount is outstanding as at the date of this announcement

• “Kim Subscription” the subscription of a total of 28,200,000 new Shares by Kim pursuant to the Kim Subscription Agreement

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“Kim Subscription Agreement”	the agreement dated 8 January 2013 entered into between the Company and
	Kim after the trading hours in relation to the Kim Subscription
“Last Trading Day”	8 January 2013, being the last trading day immediately prior to the entering
	into of the Subscription Agreements
“Listing Committee”	has the same meaning ascribed thereto in the Listing Rules
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Loan Agreements”	collectively the Wonang Short Term Loan, Keystone Short Term Loan and
	Kim Short Term Loan
“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$0.20 each 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)
“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 Wonang, Keystone and Kim
“Subscription”	the subscription for the Subscription Shares by the Subscribers as
	contemplated under the Subscription Agreements
“Subscription Agreements”	collectively the Wonang Subscription Agreement, Keystone Subscription
	Agreement and Kim Subscription Agreement
“Subscription Shares”	84,000,000 new Shares to be issued and allotted to the Subscribers for full
	and final settlement of the Loan Agreements
“Subscription Price”	the subscription price of HK$0.260 per Subscription Share
“Takeovers Code”	The Code on Takeovers and Mergers
“HK$”	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

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“Wonang” Wonang Industries Co., Ltd, a company incorporated under the laws of Republic of Korea and having made all reasonable enquiries, Wonang and its ultimate beneficial owners are independent third parties not connected with the Company and its connected persons (as defined under the Listing Rules)

• “Wonang Short Term Loan” short term loan for an amount of US$460,000 (approximately HK$3,588,000) granted to the Company on 18 December 2012, bearing an interest of 6% p.a., which is repayable 12 months from the drawdown date, that is, 18 December 2012 and can be renewable for further periods up to 36 months to be mutually agreed by Wonang and the Company, the entire principal amount is outstanding as at the date of this announcement

• “Wonang Subscription”

• the subscription of a total of 13,800,000 new Shares by Wonang pursuant to the Wonang Subscription Agreement

• “Wonang Subscription the agreement dated 8 January 2013 entered into between the Company Agreement” and Wonang after the trading hours in relation to the Wonang Subscription

“%” per cent

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

Hong Kong, 8 January 2013

As at the date of this announcement, the Board consists of Mr. Lim Ho Sok and Mr. Choi Jun Ho 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 http://siberian.todayir.com.

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