Qiniu Limited — Capital/Financing Update 2016

Aug 31, 2016

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 of the Company nor is it a solicitation of any vote or approval in any jurisdiction.

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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)

(I) TERMINATION OF CONNECTED TRANSACTIONS CONCERNING THE PROPOSED LOAN CAPITALISATIONS INVOLVING ISSUE OF CERTAIN CAPITALISATION SHARES TO CORDIA GLOBAL LIMITED AND GOLDWYN MANAGEMENT LIMITED

AND

(II) UPDATE ON THE PROPOSED LOAN CAPITALISATIONS INVOLVING ISSUE OF CERTAIN CAPITALISATION SHARES TO INDEPENDENT THIRD PARTIES

TERMINATION OF CONNECTED TRANSACTION LOAN CAPITALISATION AGREEMENTS

The Board would like to announce that the parties to the two Connected Transaction Loan Capitalisation Agreements agreed to terminate the two Connected Transaction Loan Capitalisation Agreements respectively by mutual consent. Accordingly, on 31 August 2016 (after trading hours), the Company entered into the Termination Agreement with each of Cordia and Goldwyn respectively, pursuant to which the parties thereto agreed that the Connected Transaction Loan Capitalisation Agreements shall be terminated and all antecedent obligations and liabilities of the parties under the respective Connected Transaction Loan Capitalisation Agreements shall be absolutely discharged and released immediately upon signing of the Termination Agreements.

* For identification purpose only

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THE REMAINING LOAN CAPITALISATION AGREEMENTS

Save for the termination of the Connected Transaction Loan Capitalisation Agreements and the further extension of the Loan Capitalisation Long Stop Date, the terms of each of the Remaining Loan Capitalisation Agreements remain unchanged and in full force and effect.

IMPLICATIONS UNDER THE LISTING RULES

The Company will seek Specific Mandates from the Shareholders at the EGM for the allotment and issue of the Capitalisation Shares under the Remaining Loan Capitalisation Agreements. Application will be made by the Company to the Listing Committee for the listing of, and permission to deal in, such Capitalisation Shares.

The EGM will be held to consider and, if thought fit, pass resolutions to approve, amongst other things, (a) the Remaining Loan Capitalisation Agreements and the transactions contemplated thereunder including the allotment and issue of the Capitalisation Shares; and (b) the Specific Mandates.

A circular containing, among other things, details of the Remaining Loan Capitalisation Agreements, is expected to be despatched to the Shareholders on or before 7 October 2016.

FURTHER EXTENSION OF THE LOAN CAPITALISATION LONG STOP DATE

As additional time is required for the fulfillment of the conditions precedent to the Remaining Loan Capitalisation Agreements, on 31 August 2016 (after trading hours), the Company and each of the Remaining Creditors entered into a second supplemental letter to the relevant Remaining Loan Capitalisation Agreement to extend the Loan Capitalisation Long Stop Date from 31 August 2016 to 28 February 2017.

BACKGROUND

Reference is made to (i) the announcement of Siberian Mining Group Company Limited (the “ Company ”) dated 1 December 2015 (the “ Announcement ”) in respect of (a) the proposed Loan Capitalisations involving the issue of certain Capitalisation Shares by the Company to independent third parties; and (b) the connected transactions in relation to the proposed Loan Capitalisations involving the issue of certain Capitalisation Shares by the Company to Cordia and Goldwyn (the “ Connected Transactions ”); and (ii) the announcements of the Company dated 22 December 2015, 22 January 2016, 26 February 2016, 29 April 2016 and 15 July 2016, respectively, in relation to, among other things, the extension of the Loan Capitalisation Long Stop Date from 29 February 2016 to 31 August 2016 and the further delay in despatch of the Circular (the “ Delay Announcements ”, together with the Announcement, collectively referred to herein as the “ Announcements ”). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcements.

As disclosed in the Announcement, on 1 December 2015 (after trading hours), the Company entered into the Loan Capitalisation Agreements with the Creditors. A summary of the major terms of the Loan Capitalisation Agreements are set out below:

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				Maximum amount
			Maximum number of Capitalisation	of the loans to be
Loan Capitalisation	Parties		Shares to be subscribed for by the	capitalised
Agreements	Creditor	Issuer	relevant Creditor	(Note 1)
Loan Capitalisation	Cordia	Company	143,162,137 Capitalisation	HK$46,527,694.53
Agreement I			Shares at HK$0.325 per Share	(Notes 2 and 3)
Loan Capitalisation	Lucrezia	Company	90,030,768 Capitalisation	HK$29,259,999.60
Agreement II			Shares at HK$0.325 per Share
Loan Capitalisation	Token Century	Company	84,000,000 Capitalisation	HK$27,300,000.00
Agreement III			Shares at HK$0.325 per Share
Loan Capitalisation	Goldwyn	Company	82,359,033 Capitalisation	HK$26,766,685.73
Agreement IV			Shares at HK$0.325 per Share	(Note 2)
Loan Capitalisation	First Glory	Company	58,291,675 Capitalisation	HK$18,944,794.38
Agreement V			Shares at HK$0.325 per Share	(Note 2)
Loan Capitalisation	Pioneer	Company	162,505,317 Capitalisation	HK$52,814,228.03
Agreement VI			Shares at HK$0.325 per Share	(Notes 2 and 3)
Loan Capitalisation	Kim Wuju	Company	74,400,000 Capitalisation	HK$24,180,000.00
Agreement VII			Shares at HK$0.325 per Share

Note 1: Where the debt owed by the Group to a Creditor is denominated in US$, the amount is converted to HK$ at the exchange rate of US$1=HK$7.8.

Note 2: Each such amount includes the principal debt amount and the interest accrued thereon.

• Note 3: The Creditor had extended more loans to the Group after it gave the share subscription undertaking in February 2015 as described in the resumption announcement dated 22 April 2015.

Pursuant to the abovementioned Loan Capitalisation Agreements, the Creditors have conditionally agreed to subscribe for and the Company has conditionally agreed to allot and issue a maximum of 694,748,930 Capitalisation Shares at HK$0.325 per Capitalisation Share by capitalising the Loans. The completions of the Loan Capitalisation Agreements are not inter-conditional to each other.

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TERMINATION OF LOAN CAPITALISATION AGREEMENT I AND LOAN CAPITALISATION AGREEMENT IV

Cordia and Goldwyn may be subject to certain restrictions imposed by the BVI Court from dealing with the interests in their respective Loans extended to the Group. Therefore, following discussions between the Company and each of Cordia and Goldwyn on an arm’s length basis, the parties to Loan Capitalisation Agreement I and Loan Capitalisation Agreement IV (collectively, the “ Connected Transaction Loan Capitalisation Agreements ”) agreed to terminate the Connected Transaction Loan Capitalisation Agreements respectively by mutual consent. Accordingly, on 31 August 2016 (after trading hours), the Company entered into a termination agreement with each of Cordia and Goldwyn respectively (collectively, the “ Termination Agreements ”). Pursuant to the respective Termination Agreements, the parties thereto agreed that the Connected Transaction Loan Capitalisation Agreements shall be terminated and all antecedent obligations and liabilities of the parties under the respective Connected Transaction Loan Capitalisation Agreements shall be absolutely discharged and released immediately upon signing of the Termination Agreements.

The termination of the Connected Transaction Loan Capitalisation Agreements will allow the Company and the other Creditors to proceed with the Remaining Loan Capitalisations (as defined below) without further delay so as to achieve an improved net liability position of the Company. Although the termination of the Connected Transaction Loan Capitalisation Agreements will result in a smaller aggregate amount of the Company’s existing debts to be converted into new Shares, the Board is of the view that it will have no material adverse impact on the Company and its financial position.

In order to alleviate the burden on the Company’s debt and financial position, the Company will continue to consider other options and negotiate with Cordia and Goldwyn in relation to the loans provided by Cordia and Goldwyn.

Following the termination of the Connected Transaction Loan Capitalisation Agreements, the Circular to be despatched by the Company to its Shareholders will not contain any information in connection with the Connected Transaction Loan Capitalisation Agreements and the transactions contemplated thereunder, and there is no longer any need for the Independent Board Committee to advise the Independent Shareholders and for the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders on the Connected Transaction Loan Capitalisation Agreements.

THE REMAINING LOAN CAPITALISATION AGREEMENTS

Save for the termination of the Connected Transaction Loan Capitalisation Agreements and the further extension of the Loan Capitalisation Long Stop Date as mentioned below, the terms of each of the Loan Capitalisation Agreement II, Loan Capitalisation Agreement III, Loan Capitalisation Agreement V, Loan Capitalisation Agreement VI and Loan Capitalisation Agreement VII (collectively, the “ Remaining Loan Capitalisation Agreements ”, and Lucrezia, Token Century, First Glory, Pioneer and Kim Wuju are hereinafter collectively referred to as the “ Remaining Creditors ”) and the transactions contemplated thereunder (the “ Remaining Loan Capitalisations ”) remain unchanged and in full force and effect. Set out below are the other

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principal terms of the Remaining Loan Capitalisation Agreements which have previously been summarized and disclosed in the Announcement:

Capitalisation Price

The Capitalisation Price of HK$0.325 represents:

• (i) a premium of approximately 51.2% over the closing price of HK$0.215 per Share as at the last Trading Day immediately before the date of this announcement;

• (ii) no premium or discount to the closing price of approximately HK$0.325 per Share as at the date of the Announcement;

• (iii) a premium of approximately 2.2% over the average closing price of approximately HK$0.318 per Share for the last five consecutive Trading Days up to and including the date of the Announcement;

• (iv) a premium of approximately 6.0% over the average closing price of approximately HK$0.307 per Share for the last 10 consecutive Trading Days up to and including the date of the Announcement; and

• (v) a discount of approximately 6.7% to the average closing price of approximately HK$0.305 per Share for the last 30 consecutive Trading Days up to and including the date of the Announcement.

As at 30 September 2015, the Company’s unaudited consolidated net liabilities attributable to the Shareholders per Share was approximately HK$4.68.

The Capitalisation Price was arrived at after arm’s length negotiation between the Company and each of the Remaining Creditors at the time when the Loan Capitalisation Agreements were signed on 1 December 2015 with reference to the share price of the Company as at the date of the Announcement.

The Directors (including the independent non-executive Directors) consider that the terms of each of the Remaining Loan Capitalisation Agreements remain fair and reasonable and in the interests of the Shareholders as a whole.

Capitalisation Shares

Assuming that (a) all of the Remaining Loan Capitalisation Agreements proceed to completion; and (b) there will be no change in the issued share capital of the Company between the date of this announcement and the completion date(s) of the issue of the Capitalisation Shares, a maximum of 469,227,760 Capitalisation Shares will be allotted and issued to the Remaining Creditors, which represents (i) approximately 91.39% of the issued share capital of the Company as at the date of this announcement; and (ii) approximately 47.75% of the issued share capital of the Company as enlarged by the allotment and issue of such Capitalisation Shares.

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The issue of Capitalisation Shares to each Remaining Creditor under each Remaining Loan Capitalisation Agreement is conditional upon that, immediately after the issue of the Capitalisation Shares, (i) the Remaining Creditor (and parties acting in concert with it) shall not hold or control such level of the voting rights of the Company as may trigger a mandatory general offer under the Takeovers Code; and (ii) even if the Remaining Creditor (and the parties acting in concert with it) shall hold or control 20% or more of the voting rights of the Company, none of the other Remaining Creditors (and parties acting in concert with it) will also hold or control 20% or more of the voting rights of the Company’s total issued shares, so that none of such Remaining Creditor (and parties acting in concert with it) and any of the other Remaining Creditors (and parties acting in concert with it) will be deemed to be associated companies of each other and therefore presumed to be acting in concert in accordance with the Takeovers Code. The completions of the Remaining Loan Capitalisation Agreements are not inter-conditional to each other.

Conditions precedent of the Remaining Loan Capitalisation Agreements

Completion of each Remaining Loan Capitalisation Agreement is conditional upon the fulfillment of the following conditions precedent:

• (a) approval of the Shareholders at a general meeting of the Company of the respective Remaining Loan Capitalisation Agreement and the transactions contemplated therein in accordance with the requirements of the Listing Rules and other applicable laws and regulations;

• (b) listing of, and permission to deal in, the relevant number of Capitalisation Shares under the respective Remaining Loan Capitalisation Agreement having been granted by the Listing Committee (either unconditionally or if subject to any conditions required by the Stock Exchange for it to be fulfilled before the completions of the Remaining Loan Capitalisation Agreements, such conditions being fulfilled or satisfied before the completions of the Remaining Loan Capitalisation Agreements) and such listing and permission remaining in full force and effect and not subsequently being revoked;

• (c) in addition to the approval and consents referred to in the conditions precedent set out in paragraphs (a) and (b) above, all necessary approvals, consents and waivers required to be obtained by the Company and/or the relevant Remaining Creditor from any authority or other third party in respect of the respective Remaining Loan Capitalisation Agreement and/ or the transactions contemplated thereunder having been obtained (and if such approvals, consents and waivers are subject to conditions, such conditions being fulfilled or satisfied before the completions of the Remaining Loan Capitalisation Agreements) and such approvals, consents and waivers remaining valid and effective; and

• (d) the Company’s warranties or the relevant Remaining Creditor’s warranties remaining true, accurate and correct in all material aspects.

Each party may at any time waive in writing any of the warranties and representations given by the other party in the condition precedent set out in paragraph (d) above, being the Company’s warranties or the relevant Remaining Creditor’s warranties (as the case may be), and such waiver may be made subject to such terms and conditions as may be determined by such party. The conditions precedent set out in paragraphs (a), (b) and (c) above cannot be waived.

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If any of the above conditions precedent are not fulfilled and/or waived (as the case may be) on or before 4:00 p.m. on the Further Extended Loan Capitalisation Long Stop Date (as defined below) or such other date as the Company and the relevant Remaining Creditor(s) may agree, the relevant Remaining Loan Capitalisation Agreement(s) will lapse, whereupon all rights and obligations of the parties shall cease to have effect except any antecedent rights and obligations of the parties already accrued before the lapse.

Lock up undertaking

The Remaining Creditors agreed not to dispose of or create encumbrances in respect of any of the Capitalisation Shares within one year from the date of completion of the relevant Remaining Loan Capitalisation Agreement.

Completions of the Remaining Loan Capitalisations

Subject to the fulfilment of the above conditions precedent, the completion of each Remaining Loan Capitalisation Agreement shall take place on the date of completion of each Remaining Loan Capitalisation Agreement at such place and time to be agreed between the Company and each of the relevant Remaining Creditors in writing.

If, in any respect, the obligations of the Company or any of the relevant Remaining Creditors are not complied with on the date of completion of the relevant Remaining Loan Capitalisation Agreement (whether such failure by the defaulting party amounts to a repudiatory breach or not), the party not in default may:

• (i) defer the date of completion of the relevant Remaining Loan Capitalisation Agreement to a date not more than 20 Business Days after the date of completion of the relevant Remaining Loan Capitalisation Agreement (or such later date as agreed between the Company and the relevant Remaining Creditor) and require the party in default to rectify all its default no later than 12:00 noon on the deferred date of completion of the relevant Remaining Loan Capitalisation Agreement; or

• (ii) proceed to completion of the relevant Remaining Loan Capitalisations so far as practicable (without prejudice to its rights hereunder); or

• (iii) rescind the relevant Remaining Loan Capitalisation Agreement.

Immediately upon full completion of the Remaining Loan Capitalisations, the Company will be irrevocably and fully discharged and released from all its liabilities and obligations in connection with and from all claims and demands under the aggregate amount of HK$152,499,022.01 due from the Group to the Remaining Creditors.

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SPECIFIC MANDATES

Specific mandates (the “ Specific Mandates ”) will be sought from the Shareholders at the EGM for the allotment and issue of (a) a maximum of 90,030,768 Capitalisation Shares to Lucrezia under Loan Capitalisation Agreement II; (b) a maximum of 84,000,000 Capitalisation Shares to Token Century under Loan Capitalisation Agreement III; (c) a maximum of 58,291,675 Capitalisation Shares to First Glory under Loan Capitalisation Agreement V; (d) a maximum of 162,505,317 Capitalisation Shares to Pioneer under Loan Capitalisation Agreement VI; and (e) a maximum of 74,400,000 Capitalisation Shares to Kim Wuju under Loan Capitalisation Agreement VII.

RANKING

The Capitalisation Shares will rank pari passu in all respects with the Shares in issue at the dates of allotment and issue of the Capitalisation Shares.

LISTING

An application will be made by the Company to the Listing Committee for the granting of the listing of, and permission to deal in, the Capitalisation Shares.

SHAREHOLDING STRUCTURE OF THE COMPANY

As at the date of this announcement, the Company had 513,447,763 Shares in issue. The following table sets out the shareholding structure of the Company (a) as at the date of this announcement; (b) immediately upon completion of Loan Capitalisation Agreement II but before completions of other Remaining Loan Capitalisation Agreements; (c) immediately upon completion of Loan Capitalisation Agreement III but before completions of other Remaining Loan Capitalisation Agreements; (d) immediately upon completion of Loan Capitalisation Agreement V but before completions of other Remaining Loan Capitalisation Agreements; (e) immediately upon completion of Loan Capitalisation Agreement VI but before completions of other Remaining Loan Capitalisation Agreements; (f) immediately upon completion of Loan Capitalisation Agreement VII but before completions of other Remaining Loan Capitalisation Agreements; and (g) immediately upon completions of all Remaining Loan Capitalisation Agreements (assuming no other changes to the issued share capital of the Company since the date of this announcement):

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Immediately upon Immediately upon Immediately upon Immediately upon Immediately upon	completion of completion of completion of completion of completion of	Loan Capitalisation Loan Capitalisation Loan Capitalisation Loan Capitalisation Loan Capitalisation	Agreement II but Agreement III but Agreement V but Agreement VI but Agreement VII but Immediately upon	before completions of before completions of before completions of before completions of before completions of completion of all	As at the date of other Remaining Loan other Remaining Loan other Remaining Loan other Remaining Loan other Remaining Loan Remaining Loan	Shareholders this announcement Capitalisation Agreements Capitalisation Agreements Capitalisation Agreements Capitalisation Agreements Capitalisation Agreements Capitalisation Agreements	Number of % of Shares Number of % of Shares Number of % of Shares Number of % of Shares Number of % of Shares Number of % of Shares Number of % of Shares	Shares held in issue Shares held in issue Shares held in issue Shares held in issue Shares held in issue Shares held in issue Shares held in issue	Substantial Shareholder	ACME Perfect Limited_(Note 1)_ 50,000,000 9.74% 50,000,000 8.28% 50,000,000 8.37% 50,000,000 8.74% 50,000,000 7.40% 50,000,000 8.50% 50,000,000 5.09%	Sub-total 50,000,000 9.74% 50,000,000 8.28% 50,000,000 8.37% 50,000,000 8.74% 50,000,000 7.40% 50,000,000 8.50% 50,000,000 5.09%	Remaining Creditors	Lucrezia — — 90,030,768 14.92% — — — — — — — — 90,030,768 9.16%	Token Century — — — — 84,000,000 14.06% — — — — — — 84,000,000 8.55%	First Glory — — — — — — 58,291,675 10.20% — — — — 58,291,675 5.93%	Pioneer — — — — — — — — 162,505,317 24.04% — — 162,505,317 16.54%	Kim Wuju — — — — — — — — — — 74,400,000 12.66% 74,400,000 7.57%	Sub-total — — 90,030,768 14.92% 84,000,000 14.06% 58,291,675 10.20% 162,505,317 24.04% 74,400,000 12.66% 469,227,760 47.75%	Other Shareholders 463,447,763 90.26% 463,447,763 76.80% 463,447,763 77.57% 463,447,763 81.06% 463,447,763 68.56% 463,447,763 78.84% 463,447,763 47.16%	Total 513,447,763 100.00% 603,478,531 100.00% 597,447,763 100.00% 571,739,438 100.00% 675,953,080 100.00% 587,847,763 100.00% 982,675,523 100.00%		Notes:	1. 40.91% and 36.36% of the issued share capital of ACME Perfect Limited are benefcially owned by Pang Sum Fung and Xia Chun Qiu, respectively.	2. As far as the Board is aware, upon completion of the Remaining Loan Capitalisations, (i) none of the Remaining Creditors (and parties acting in concert	with them) will hold or control 30% or more of the Company’s voting rights; and (ii) no more than one of the Remaining Creditors (and parties acting in	concert with it) will hold or control 20% or more of the Company’s voting rights, so that none of the Remaining Creditors (and parties acting in concert	with them) will be deemed to be associated companies of each other and therefore presumed to be acting in concert in accordance with the Takeovers	Code.

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FINANCIAL INFORMATION OF THE GROUP

The following table is a summary of certain audited/unaudited financial information of the Group for the two financial years ended 31 March 2014 and 2015 and the 6 months ended 30 September 2015, respectively.

	Six months ended	Year ended	Year ended
	30 September	31 March
	2015	2015	2014
	HK’000	HK’000	HK’000
Revenue	1,536	2,227	5,874
Gross proft	10	11	118
Loss before income tax	(210,186)	(655,104)	(684,784)
Loss for the period/year	(210,193)	(655,114)	(684,324)
Loss for the period/ year attributable
to owners of the Company
(excluding non-controlling interests)	(206,646)	(643,303)	(670,714)
Consolidated net liabilities value
(excluding non-controlling interests)	(2,404,247)	(2,398,145)	(1,732,953)

INFORMATION ON THE REMAINING CREDITORS

Lucrezia

Lucrezia is an investment holding company incorporated in the British Virgin Islands with limited liability and is wholly owned by Mr. Yang Xiao Lian.

Token Century

Token Century is an investment holding company incorporated in the British Virgin Islands with limited liability and is wholly owned by Mr. Ran Bo.

First Glory

First Glory is an investment holding company incorporated in the British Virgin Islands with limited liability and is wholly owned by Mr. Xiao Wohua.

Pioneer

Pioneer is an investment holding company incorporated in Hong Kong with limited liability and is wholly owned by Han-A Steel Co., Ltd.

Kim Wuju

Kim Wuju is a Korean national. As at the date of this announcement, Mr. Kim Wuju does not hold any Shares.

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To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, each of Lucrezia, Token Century, First Glory and Pioneer and their respective ultimate beneficial owners and Kim Wuju are third parties independent of the Company and its connected persons. As at the date of this announcement, none of Lucrezia, Token Century, First Glory and Pioneer and their respective ultimate beneficial owners and Kim Wuju hold any Shares.

REASONS FOR AND BENEFITS OF THE REMAINING LOAN CAPITALISATIONS

As disclosed in the Announcement, the principal reason for the Loan Capitalisations is to alleviate some of the burden on the Company’s debt and financial position. As mentioned above, according to the Company’s latest consolidated annual results announcement dated 29 June 2015 for the year ended 31 March 2015 and consolidated interim results announcement dated 27 November 2015, the Group recorded (i) a net liability position (excluding non-controlling interests) of approximately HK$2,398 million as at 31 March 2015 and approximately HK$2,404 million as at 30 September 2015; and (ii) a loss of approximately HK$655.1 million for the year ended 31 March 2015 and a loss of HK$210.2 million for the six months ended 30 September 2015. In light of the deteriorating financial performance of the Group, the Board has been unable to secure interest from financial institutions at reasonable terms to conduct equity fund raisings such as open offer and rights issue which would help to improve the Company’s financial position.

Apart from equity financing, the Company has also considered other financing options such as debt financing and bank borrowings as well as a restructuring of its convertible notes to fulfill the capital requirements of the Group. Having considered the additional interest burden on the Group and the increase in gearing level resulting from the very high level of interest expenses for the debt financing, the Company considers that such financing means are not appropriate to the Group given its current financial position.

The Company is of the view that the need for new equity financing is an imminent priority, and the Remaining Loan Capitalisations are the most viable option for the Company to reduce its net liabilities financial position. The Remaining Loan Capitalisations also provide a better platform for the Company to raise equity funding in the near future to continue improving its financial position. The Remaining Loan Capitalisations are expected to result in the Company achieving an improved net liability position.

Accordingly, the Directors consider that entering into the Remaining Loan Capitalisations is in the interest of the Company and its Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

The Company will seek Specific Mandates from the Shareholders at the EGM for the allotment and issue of (a) a maximum of 90,030,768 Capitalisation Shares to Lucrezia under Loan Capitalisation Agreement II; (b) a maximum of 84,000,000 Capitalisation Shares to Token Century under Loan Capitalisation Agreement III; (c) a maximum of 58,291,675 Capitalisation Shares to First Glory under Loan Capitalisation Agreement V; (d) a maximum of 162,505,317 Capitalisation Shares to Pioneer under Loan Capitalisation Agreement VI; and (e) a maximum of 74,400,000 Capitalisation Shares to Kim Wuju under Loan Capitalisation Agreement VII. Application will be made by the Company to the Listing Committee for the listing of, and permission to deal in, the Capitalisation Shares.

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GENERAL

The EGM will be held to consider and, if thought fit, pass resolutions to approve, amongst other things, (a) the Remaining Loan Capitalisation Agreements and the transactions contemplated thereunder including the allotment and issue of the Capitalisation Shares; and (b) the Specific Mandates. The voting in relation to the resolutions to be proposed at the EGM will be by way of poll.

As disclosed in the Delay Announcement dated 15 July 2016, a circular, which will contain, among other things, details of the Remaining Loan Capitalisation Agreements, is expected to be despatched to the Shareholders on or before 7 October 2016.

FURTHER EXTENSION OF THE LOAN CAPITALISATION LONG STOP DATE

As additional time is required for the fulfillment of the conditions precedent to the Remaining Loan Capitalisation Agreements, on 31 August 2016 (after trading hours), the Company and each of the Remaining Creditors entered into a second supplemental letter to the relevant Remaining Loan Capitalisation Agreement to extend the Loan Capitalisation Long Stop Date from 31 August 2016 to 28 February 2017 (the “ Further Extended Loan Capitalisation Long Stop Date ”).

Warning: As the Remaining Loan Capitalisations are subject to the fulfilment of a number of conditions precedent referred to in this announcement, including the approval by the Shareholders of the Remaining Loan Capitalisation Agreements and the Specific Mandates, the Remaining Loan Capitalisations may or may not proceed.

Shareholders and potential investors are advised to exercise caution when dealing in the Shares, and are recommended to consult their professional advisers if they are in any doubt about their position and as to actions that they should take.

By Order of the Board Siberian Mining Group Company Limited Hong Sang Joon Chairman

Hong Kong, 31 August 2016

As at the date of this announcement, the board of the Company consists of Mr. Hong Sang Joon and Mr. Su Run Fa as executive directors, and Mr. Jo Sang Hee, Mr. Kwok Kim Hung Eddie and Mr. Lai Han Zhen as independent non-executive directors.

The English text of this announcement will prevail over its Chinese text.

This announcement will remain on the website of The Stock Exchange of Hong Kong Limited 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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