Qiniu Limited — M&A Activity 2013

Sep 30, 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 is for information purposes only and does not constitute an invitation of offer to acquire, purchase or subscribe for shares in Siberian Mining Group Company Limited.

BEST STATE INVESTMENTS LIMITED

(Incorporated in the British Virgin Islands with limited liability)

in relation to

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)

POSSIBLE OFFER ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE

POSSIBLE MANDATORY CASH OFFER BY

ANGLO CHINESE CORPORATE FINANCE, LIMITED ON BEHALF OF BEST STATE INVESTMENTS LIMITED FOR THE WHOLE OF THE ISSUED SHARE CAPITAL OF SIBERIAN MINING GROUP COMPANY LIMITED OTHER THAN THAT ALREADY OWNED OR AGREED TO BE ACQUIRED BY THE OFFEROR TO BE FOLLOWED BY

A POSSIBLE RIGHTS ISSUE OR OPEN OFFER

Financial Adviser to the Offeror

• For identification purposes only

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THE MOU

The Offeror entered into the MOU on 5th September 2013 relating to the proposed acquisition from the Vendors of 219,072,110 Shares representing approximately 43.09% of the issued share capital of the Company at HK$0.05 per Share. The MOU will serve as the basis for preparing a definitive sale and purchase agreement relating to the Sale Shares, which will only be entered into after the discharge of the Interim Order. The completion of the Agreement, if entered into, will be subject to the fulfillment of several conditions. Under Rule 26 of the Takeovers Code, once the Acquisition is completed, the Offeror will be required to make a cash offer for all the Shares not already beneficially owned or agreed to be acquired by the Offeror and parties acting in concert with it. At the same time, appropriate offers will be made for the outstanding options. The MOU sets out the principal terms to which the Offeror will acquire the Sale Shares from the Vendors pursuant to the Agreement.

In light of the litigation referenced in certain of the conditions precedent of the Agreement, the Offeror’s best estimate is that entering into the Agreement may take up to one year and may not complete for many months thereafter (if it completes at all).

POSSIBLE MANDATORY CASH OFFER

If the Agreement is entered into and, thereafter, is completed, the Offeror and parties acting in concert with it will be interested in 219,072,110 Shares representing approximately 43.09% of the issued share capital of the Company and under Rule 26 of the Takeovers Code, the Offeror will be required to make a mandatory cash offer for all the Shares not already beneficially owned or agreed to be acquired by the Offeror and parties acting in concert with it. If the Possible Offer is made, it will be made on the terms set out below.

Following completion, Anglo Chinese will, on behalf of the Offeror, make the Possible Offer on the following basis:

For each Possible Offer Share. . . . . . . . . . . . . . . . . HK$0.05 in cash together with a

Repurchase Option or a cash alternative of HK$0.0052 in respect of each Repurchase Option

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Under the terms of the Possible Offer, in addition to the cash for each Share, each Shareholder who accepts the Possible Offer and does not elect for the cash alternative in respect of the Repurchase Option will receive a Repurchase Option in respect of each Share entitling the accepting Shareholder to acquire one existing Share from the Offeror at a price (subject to adjustment in certain circumstances) of HK$0.20 per Share, being the minimum price at which the possible rights issue or open offer referred to below could be made. The Repurchase Options, which are conditional on completion of the Agreement and first closing of the Possible Offer, would be exercisable no earlier than 12 months after the first closing date of the Possible Offer and would be exercisable for a period of 18 months. Assuming no adjustment to the exercise price of the Repurchase Options, the maximum number of Shares each Shareholder would be allowed to repurchase from the Offeror pursuant to the Repurchase Options would equate to the number of Shares tendered by such Shareholder to the Offeror pursuant to the Possible Offer. Accordingly accepting Shareholders will be given the opportunity of participating in the future of the Company by buying back such number of Shares tendered under the Possible Offer at a pre-determined price. The Repurchase Options will not be transferable (unless consent is obtained from the Offeror) and it is not intended that an application be made for a listing of the Repurchase Options on any stock exchange. It is intended to make arrangements for the Shares tendered by the accepting Shareholders electing to receive Repurchase Options to be placed in escrow to ensure the Shares are available for repurchase by the accepting Shareholders in the future. Details of the arrangements will be finalised prior to the Possible Offer being made.

The offer price would value the whole of the issued share capital of the Company at approximately HK$28.1 million. On the basis that the Acquisition is completed and the Possible Offer becomes unconditional in all respects, the amount required to satisfy full acceptance of the Possible Offer would be approximately HK$16.0 million.

The Possible Offer would be conditional on the Offeror receiving valid acceptances in respect of the Shares, which together with the Shares acquired or agreed to be acquired will result in the Offeror and parties acting in concert with it holding more than 50% of the issued share capital of the Company.

Save for the MOU and the Agreement, there is no agreement or arrangement to which the Offeror or any parties acting in concert with it is party which relates to circumstances in which it may or may not seek to involve a pre-condition or a condition to the Possible Offer.

According to the latest monthly return of the Company dated 2nd September 2013 the Company had outstanding 4,580,000 options granted under a share option scheme exercisable into 4,580,000 Shares at HK$0.355 per Share. As required by the Takeovers Code and on completion of the Acquisition appropriate offers would be made for the cancellation of the outstanding options which, as the exercise prices of the options are below the offer price for the Possible Offer, would be a nominal amount of HK$0.001 per option.

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POSSIBLE RIGHTS ISSUE OR OPEN OFFER

Following the closing of the Possible Offer, the Offeror will propose that the Company should effect a rights issue or open offer to be made available to all Shareholders on a record date to be announced. The terms of the rights issue or open offer will be determined at a later stage but cannot be made at a price less than the nominal value of the Shares which is currently HK$0.20 per Share.

There is no assurance that the Possible Offer or any transaction mentioned in this announcement will materialise or eventually be consummated. Shareholders and the public investors are urged to exercise extreme caution when dealing in the Shares and, or other securities of the Company.

This announcement is made pursuant to Rule 3.7 of the Takeovers Code.

INTRODUCTION

The Offeror entered into the MOU on 5th September 2013 relating to the proposed acquisition from the Vendors of 219,072,110 Shares representing approximately 43.09% of the issued share capital of the Company at HK$0.05 per Share. The MOU will serve as the basis for preparing a definitive sale and purchase agreement relating to the Sale Shares, which will only be entered into after the discharge of the Interim Order. The completion of the Agreement, if entered into, will be subject to the fulfillment of several conditions. Under Rule 26 of the Takeovers Code, once the Acquisition is completed, the Offeror will be required to make a cash offer for all the Shares not already beneficially owned or agreed to be acquired by the Offeror and parties acting in concert with it. At the same time, appropriate offers will be made for the outstanding options. The MOU sets out the principal terms to which the Offeror will acquire the Sale Shares from the Vendors pursuant to the Agreement. The terms of the Agreement are subject to further discussions between the parties.

THE MOU

Set out below are the principal details and terms of the MOU. The MOU is not a legallybinding agreement (save as regards certain provisions of confidentiality and exclusivity, the latter as described below).

Date: 5th September 2013 Vendors: Keystone, a company incorporated under the laws of the Republic of Korea and listed on the Korea Exchange, is principally engaged in mine development and coal sales and resource development. As advised by Keystone, as at the end of 2012, Keystone is owned by 7,600 shareholders, 13 of which are corporations or nonindividuals. Mr. Tom Scholl owns approximately 35.8% of the shareholding of Keystone.

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Master Impact, a company incorporated under the laws of the British Virgin Islands, and as advised by Master Impact, is principally engaged in investment holding. As advised by Master Impact, it is wholly owned by Ms. Kim Yooseon.

Skyline, a company incorporated under the laws of the British Virgin Islands, and as advised by Skyline, is principally engaged in investment holding. As advised by the shareholders of Skyline, it is owned by four natural persons and each individual owns 25% of the issued share capital of Skyline.

Park Seung Ho, an independent third party not connected with the Company and its connected persons (as defined under the Listing Rules).

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

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 lots. As advised by Wonang, it is entirely owned by Kim Chul.

Offeror:

Sale Shares:

Best State Investments Limited, a company incorporated in the British Virgin Islands and wholly owned by Mr. Cao Wei Qiang.

219,072,110 Shares representing approximately 43.09% of the issued share capital of the Company.

In the circumstances that any of the Vendors (the ‘‘Selling Vendors’’, and each a ‘‘Selling Vendor’’) transfers any of his/its Shares to a Permitted Vendor or a Permitted Third Party after the date of the MOU and before the earlier of either the date of the Agreement or the date of lapse of the MOU (a ‘‘Permitted Transfer’’), the number of Sale Shares such Selling Vendor will sell, and the Offeror will purchase, after each Permitted Transfer, shall be the number of Shares he/it owns (as adjusted from time to time as a result of earlier Permitted Transfers, if any) minus the number of Shares he/it has transferred to the Permitted Vendor or the Permitted Third Party, as applicable. Likewise, the number of Sale Shares the Permitted Vendor will sell, and the Offeror will purchase, after each Permitted Transfer, shall be the number of Shares he/it owns (as adjusted from time to time as a result of earlier Permitted Transfers, if any) plus the number of Shares he/it bought from the Selling Vendor.

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The number of Sale Shares a Permitted Third Party will sell, and the Offeror will purchase, will equate to all the Shares transferred by the Selling Vendor to the Permitted Third Party pursuant to a Permitted Transfer.

For the avoidance of doubt, the aggregate number of Sale Shares the Vendors and/or the Selling Vendors and/or the Permitted Vendors and/or the Permitted Third Parties will sell, and the Offeror will purchase, will always equate to 219,072,110 Shares representing approximately 43.09% of the issued share capital of the Company.

• Consideration:

Agreement:

HK$0.05 per Share, amounting in total to approximately HK$11.0 million payable on completion of the Agreement. In addition, conditional on completion of the Agreement and first closing of the Possible Offer, the Offeror will grant the Vendors for each Share a Repurchase Option to repurchase an existing Share at an exercise price of HK$0.20 per Share. The Repurchase Options will be exercisable commencing 12 months after the first closing of the Possible Offer for a period of 18 months.

The intention of the Offeror and the Vendors is to enter into the Agreement as soon as permissible, based on the terms of the MOU. The Agreement has not been entered into at this stage in light of the Interim Order (details of which are set out below under the sub-heading of the same title). Once discharged, the Offeror anticipates the Agreement being entered into shortly thereafter. In the event that the Interim Order is not discharged (or is superceded by a final order that has not been overturned) within 12 months from the date of the MOU or such later date as may be agreed between the parties, the MOU shall lapse and no party shall have any further obligation towards any other party (save for liability in respect of certain ongoing obligations of confidentiality and save as regards any antecedent breach of obligations concerning confidentiality and exclusivity).

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Exclusivity:

Each of the Vendors has undertaken to the Offeror that during the period commencing from the date of the MOU and up to the earlier of the date of the Agreement or the date of lapse of the MOU, as described above, subject to the written consent from the Offeror and discharge of the Interim Order, it/he will not, directly or indirectly, enter into or be involved in any discussion or negotiation with any person (except the Offeror or any Permitted Vendor or any Permitted Third Party) relating to the sale of any of the Sale Shares or enter into any term sheet, memorandum, agreement or arrangement with any person (except the Offeror or any Permitted Vendor or any Permitted Third Party) relating to the sale of any Sale Shares. Save for this undertaking, there is no arrangement (whether by way of option, indemnity or otherwise) of any kind referred to in Note 8 to Rule 22 of the Takeovers Code in relation to the Shares which might be material to the Possible Offer.

Any transfers from a Vendor to a Permitted Third Party can only be made provided that the Permitted Third Party enters into a deed of accession to the MOU (which includes, for the avoidance of doubt, this exclusivity provision) to sell its Shares, as a vendor, to the Offeror.

For the avoidance of doubt, any discussions, negotiations, term sheet, memorandum, agreement or arrangement relating to the sale of any of the Sale Shares between a Vendor and a Permitted Vendor or a Permitted Third Party may only occur after the discharge of the Interim Order.

Conditions precedent of the Agreement

Completion of the Acquisition will be conditional on the fulfilment (or waiver or variation, except in respect of condition (i) and (viii) below, by the Offeror in its absolute discretion) of the following conditions:

• (i) discharging of the Interim Order;

• (ii) dismissal or withdrawal of the claim that Cordia is entitled to any of the 208,072,110 Shares and any counterclaim against Cordia regarding such Shares (further details of which are set out below under the sub-heading ‘‘The Litigation — Cordia claims’’);

• (iii) settlement of a plan, satisfactory to the Offeror, relating to prospective changes to the composition of the Board, including plans for the appointment of the Offeror’s nominee(s) at the earliest practicable opportunity after posting of the Possible Offer (per Rule 26.4 of the Takeovers Code) and plans for the resignation or removal of the existing executive directors with effect from first closing of the Possible Offer or the date when the Possible Offer becomes or is declared unconditional, whichever is the earlier (per Rule 7 of the Takeovers Code);

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• (iv) cancellation of the Third Convertible Note on terms agreed between the Company and Cordia or it being declared void by or cancelled on the order of the court, such that, in each case, the Company retains no residual or replacement liability in respect of the same unless and to the extent satisfactory to the Offeror;

• (v) each of the First Glory Statutory Demand and the Keystone Statutory Demand being withdrawn or satisfied (further details of each of which are set out below under the heading ‘‘Statutory and other Demands for Payment’’);

• (vi) no new Shares or options or securities convertible or exchangeable into Shares being issued or proposed to be issued other than with the prior consent of the Offeror;

• (vii) the Offeror being satisfied, in its absolute discretion, with the results of its legal, business and financial due diligence to be carried out on the Sale Shares, and on the Company and its subsidiaries, including but not limited to the coal mines located in the Russian Federation;

• (viii) all necessary legal or regulatory or court approvals (including but not limited to the Cayman courts, if applicable) or consents required for completion or to make the Possible Offer are granted on terms satisfactory to the Offeror;

• (ix) no notification being received from the Stock Exchange or the SFC before the Agreement Completion Date (and remaining outstanding at the Agreement Completion Date) that the listing of the Shares shall or may be withdrawn at, upon or as a result of, completion for any reason; and

• (x) the representations, warranties and undertakings of the Vendors in the Agreement being true, correct, complete and not misleading in any material respect at, and as if made on, the Agreement Completion Date and at all times between the date of the Agreement and the Agreement Completion Date, and all information that the Vendors furnish to the Offeror in connection with the Company being true, correct and complete and not misleading in any material respect.

If the conditions have not been fulfilled (or waived or varied, except in the case of condition (i) and (viii) above which cannot be waived or varied, by the Offeror in its absolute discretion) on or before the first anniversary of the date of the Agreement or such later date as may be agreed between the parties, it is envisaged that the Agreement will terminate.

Timing

In light of the litigation referenced in certain of the conditions described above (and as described below in further detail), the Offeror’s best estimate is that entering into the Agreement may take up to one year and may not complete for many months thereafter (if it completes at all).

POSSIBLE MANDATORY CASH OFFER

If the Agreement is entered into and, thereafter, is completed, the Offeror and parties acting in concert with it will be interested in 219,072,110 Shares representing approximately 43.09% of the issued share capital of the Company and under Rule 26 of the Takeovers

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Code, the Offeror will be required to make a mandatory cash offer for all the Shares not already beneficially owned or agreed to be acquired by the Offeror and parties acting in concert with it. If the Possible Offer is made, it will be made on the terms set out below.

Following completion, Anglo Chinese will, on behalf of the Offeror, make the Possible Offer on the following basis:

For each Possible Offer Share . . . . . . . . . . . . . . . . . HK$0.05 in cash together with a Repurchase Option or a cash alternative of HK$0.0052 in respect of each Repurchase Option

Under the terms of the Possible Offer, in addition to the cash for each Share, each Shareholder who accepts the Possible Offer and does not elect for the cash alternative in respect of the Repurchase Option will receive a Repurchase Option in respect of each Share entitling the accepting Shareholder to acquire one existing Share from the Offeror at a price (subject to adjustment in certain circumstances) of HK$0.20 per Share, being the minimum price at which the possible rights issue or open offer referred to below could be made. The Repurchase Options, which are conditional on completion of the Agreement and first closing of the Possible Offer, would be exercisable no earlier than 12 months after the first closing date of the Possible Offer and would be exercisable for a period of 18 months. Assuming no adjustment to the exercise price of the Repurchase Options, the maximum number of Shares each Shareholder would be allowed to repurchase from the Offeror pursuant to the Repurchase Options would equate to the number of Shares tendered by such Shareholder to the Offeror pursuant to the Possible Offer. Accordingly accepting Shareholders will be given the opportunity of participating in the future of the Company by buying back such number of Shares tendered under the Possible Offer at a pre-determined price. The Repurchase Options will not be transferable (unless consent is obtained from the Offeror) and it is not intended that an application be made for a listing of the Repurchase Options on any stock exchange. It is intended to make arrangements for the Shares tendered by the accepting Shareholders electing to receive Repurchase Options to be placed in escrow to ensure the Shares are available for repurchase by the accepting Shareholders in the future. Details of the arrangements will be finalised prior to the Possible Offer being made.

The offer price would value the whole of the issued share capital of the Company at approximately HK$28.1 million. On the basis that the Acquisition is completed and the Possible Offer becomes unconditional in all respects, the amount required to satisfy full acceptance of the Possible Offer would be approximately HK$16.0 million.

The Possible Offer would be conditional on the Offeror receiving valid acceptances in respect of the Shares, which together with the Shares acquired or agreed to be acquired will result in the Offeror and parties acting in concert with it holding more than 50% of the issued share capital of the Company.

Save for the MOU and the Agreement, there is no agreement or arrangement to which the Offeror or any parties acting in concert with it is party which relates to circumstances in which it may or may not seek to involve a pre-condition or a condition to the Possible Offer.

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According to the latest monthly return of the Company dated 2nd September 2013, the Company had outstanding 4,580,000 options granted under a share option scheme exercisable into 4,580,000 Shares at HK$0.355 per Share. As required by the Takeovers Code and on completion of the Acquisition appropriate offers would be made for the cancellation of the outstanding options which, as the exercise prices of the options are below the offer price for the Possible Offer, would be a nominal amount of HK$0.001 per option. The Shares will be acquired by the Offeror pursuant to the Possible Offer fully paid and free from all liens, charges, equities, encumbrances, options, rights of pre-emption and other third party rights and interests of any nature whatsoever and together with all rights attaching thereto, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of completion of the Agreement.

Sellers’ ad valorem stamp duty at the rate of HK$1.00 for every HK$1,000 or part thereof of the consideration arising in connection with the acceptance of the Possible Offer will be payable by those Shareholders who accept the Possible Offer and will be deducted from the consideration due to such person on acceptance of the Possible Offer.

As at the date of this announcement, neither the Offeror nor any parties acting in concert with it hold voting rights or rights over any Shares or any other securities, including equity related convertible securities, warrants, options or subscription rights in respect of any equity share capital of the Company or any derivatives in respect of such securities. Neither the Offeror nor any parties acting in concert with it has dealt in any Shares or any other securities, including equity related convertible securities, warrants, options or subscription rights in respect of any equity share capital of the Company during the six months prior to this announcement. Neither the Offeror nor any parties acting in concert with it has received any irrevocable commitment to accept the Possible Offer. Neither the Offeror nor any parties acting in concert with it has borrowed or lent any relevant securities in the Company (as defined in Note 4 to Rule 22 of the Takeovers Code).

A formal recommendation from the Board has not been sought.

The offer price of HK$0.05 per Possible Offer Share (ignoring any value that may be attributed to the Repurchase Option) would represent:

• (i) A discount of approximately 78.2% to the closing price of the Shares on the Stock Exchange of HK$0.229 on the 19th April 2013, being the last day on which the Shares were traded before dealings in the Shares were suspended on 22nd April 2013;

• (ii) A discount of approximately 78.3% to the average of the closing prices of the Shares of HK$0.230 on the Stock Exchange on the 5 trading days up to and including 19th April 2013, being the last day on which the Shares were traded before dealings in the Shares were suspended on 22nd April 2013;

• (iii) A discount of approximately 80.5% to the average of the closing prices of the Shares of HK$0.257 on the Stock Exchange on the 20 trading days up to and including 19th April 2013, being the last day on which the Shares were traded before dealings in the Shares were suspended on 22nd April 2013;

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• (iv) A discount of approximately 97.7% to the net asset value of HK$2.142 per Share based on the interim report of the Company on 30th September 2012.

During the six months period preceding the date of this announcement the highest a closing price of the Shares as quoted on the Stock Exchange was HK$0.241 on 12th April 2013 and the lowest closing price of the Shares as quoted on the Stock Exchange was HK$0.218 on 8th April 2013.

Value of the Repurchase Options

The Offeror intends to provide a cash alternative of HK$0.0052 per Share to the Repurchase Options. The Offeror has arranged for the valuation of Repurchase Options by Roma Appraisals Limited (‘‘Roma’’), and reported on by Anglo Chinese in accordance with Rule 11.1(b) of the Takeovers Code, using the binomial option pricing model with the following assumptions:

Date of valuation: 18th September 2013 Share price: HK$0.05 Exercise price per Repurchase HK$0.20 Option: Expected Repurchase Option 2.499 years period: Exercise period of the Repurchase At any time during the 18-month period after 12 Options: months from the date of the issuance of the Repurchase Options. Expected volatility[(1)] : 70.50% Risk free rate[(2)] : 0.476% Expected dividend yield[(3)] : 0.00%

Notes:

• (1) The expected volatility is estimated with reference to the historical price volatilities of the Company and comparable companies namely, Southern Kuzbass Coal Company (Stock Code: UKUZ.RM), Raspadskaya (Stock Code: RASP.RM), Kuzbasskaya Toplivnaya Kompaniya OAO (Stock Code: KBTK.RM) and Belon OJSC (Stock Code: BLNG.RM) over a period of 130 weeks which is the expected period of the Repurchase Options.

• (2) The risk free rate is determined with reference to the yields of Hong Kong government bonds and treasury bills as extracted from Bloomberg.

• (3) The expected dividend yield is determined with reference to the historical dividend payout of the Company as extracted from Bloomberg.

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In addition, in valuing the Repurchase Options, Roma has taken into account the following assumptions without considering any other subjective inputs:

• . it is assumed that the offer price of HK$0.05 per Possible Offer Share represents the fair value of the Share since the Repurchase Options will only be issued as part of the Possible Offer which is conditional upon the acceptances of participating Shareholders Only Shareholders who accept the Possible Offer will have the right to receive the Repurchase Options and such Shareholders will have acknowledged that they consider such price to be one at which they are prepared to dispose of their Shares. Accordingly, the price for each Sale Share pursuant to the Agreement and the offer price for each Possible Offer Share should be the price which is relevant for the purpose of valuing the Repurchase Options; and

• . the Repurchase Options are valued on the basis of the relevant terms of the Repurchase Options set out in the MOU as provided by the management of the Offeror.

The binomial option pricing model is commonly used in the valuation of financial options of an ‘‘American’’ style (i.e. options which may be exercised at any time before the expiration date, as opposed to European options which may only be exercised at the expiration date of the option). The Repurchase Options are exercisable at any time during the 18 month period from the end of 12 months after the first closing of the Possible Offer and therefore the binomial option pricing model is considered to be appropriate for valuation purposes since it takes into consideration the possibility of early exercise of the Repurchase Options by the holders of the Repurchase Options throughout the exercisable period of the Repurchase Options.

Based on the above, the value of the Repurchase Options is HK$0.0052 per Share.

The report by Roma in respect of the valuation of the Repurchase Options will be contained in the offer document that will be despatched following completion of the Agreement.

POSSIBLE RIGHTS ISSUE OR OPEN OFFER

Following the closing of the Possible Offer, the Offeror will propose that the Company effect a rights issue or open offer to be made available to all Shareholders on a record date to be announced. The terms of the rights issue or open offer will be determined at a later stage but cannot be made at a price less than the nominal value of the Shares which is currently HK$0.20 per Share.

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INFORMATION ON THE VENDORS

Park Seung Ho, Master Impact and Skyline

On 13th February 2012, Cordia assigned US$9,000,000 Promissory Notes that had been issued by the Company to the following parties set out below:

Assignee		Income Plus	Master Impact	Skyline
Outstanding	principal	US$1,500,000	US$4,500,000	US$3,000,000
amount		(approximately	(approximately	(approximately
		HK$11,700,000)	HK$35,100,000)	HK$23,400,000)

The Promissory Notes were non-interest bearing, unsecured and due for redemption on 25th May 2015.

According to the announcement of the Company dated 6th March 2012, Cordia, the assignor of the Promissory Notes, was wholly and beneficially owned by Mr. Choi Sungmin, who according to the circular of the Company dated 25th March 2013, is a director of the Company’s subsidiary, SMG Development Limited. It was announced on 14th November 2008 that the Company had on 31st October 2008 agreed to acquire from Cordia 90% of the issued share capital of Langfeld Enterprises Limited, which indirectly owns the mining rights of the Lapichevskaya mine in the Kemerova district, Kemerova region in the Russian Federation. The acquisition of Langfeld Enterprises Limited constituted a very substantial acquisition under the Listing Rules and was completed on 25th May 2009. The consideration payable for the acquisition of Langfeld Enterprises Limited was in the form of convertible notes payable potentially in three tranches. The first two tranches were issued in 2009 and 2010 and subsequently converted into shares of the Company. The Company announced that on 3rd April 2013 it had issued the Third Convertible Note for the amount of US$443,070,000 (approximately HK$3,455,946,000) in respect of the acquisition. The Third Convertible Note is convertible into Shares at a price of HK$48 per Share (subject to adjustments), over 200 times the pre-suspension closing price of the Shares on 19th April 2013. The Third Convertible Note is repayable on the fifth anniversary of its issue and according to the summary of its terms set out in the circular relating to the acquisition of Langfeld Enterprises Limited dated 31st December 2008, it has no rights of early redemption.

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On 6th March 2012, it was announced that the Company had entered into three separate subscription agreements under which Income Plus, Master Impact and Skyline would subscribe for new Shares at a price of HK$0.5658 per Share. The subscription price was to be settled by discharging the relevant amounts of the Promissory Notes held by Income Plus, Master Impact and Skyline respectively. Following the approval of the subscription by Shareholders on 14th May 2012 new Shares were issued as follows:

Subscriber Income Plus Master Impact Skyline Total	Number of Shares subscribed 20,678,685 62,036,055 41,357,370 124,072,110	% of the enlarged issued share capital of the Company (Note) 5.87% 17.60% 11.73% 35.20%	Subscription amount HK$ 11,700,000 35,100,000 23,400,000
			70,200,000

Note: Based on the enlarged share capital on completion on 21st May 2012 of 352,442,763 Shares.

Income Plus transferred the Shares it owned to Park Seung Ho on 19th December 2012.

In the circular of the Company dated 26th April 2012, the subscribers confirmed and advised the Company that, save and except that two individual shareholders of Master Impact were husband and wife, none of the subscribers had any relationship amongst themselves and further that they did not have any agreement or understanding, whether formal or informal, actively to cooperate to obtain or consolidate control of the Company through the acquisition by any of them of voting rights of the Company.

Keystone, Kim Chul and Wonang

In December 2012, Keystone, Kim Chul and Wonang advanced short term loans to the Company as follows:

Lender Keystone Kim Chul Wonang Total	Amount Drawdown date US$1,400,000 (approximately HK$10,920,000) 19th December 2012 US$940,000 (approximately HK$7,332,000) 18th December 2012 US$460,000 (approximately HK$3,588,000) 18th December 2012 US$2,800,000 (approximately HK$21,840,000)

The short term loans were unsecured, bore interest at 6% per annum and were repayable 12 months from their respective drawdown dates and were renewable for further periods of up to 36 months to be mutually agreed by the respective lenders and the Company.

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On 8th January 2013, the Company announced that it had entered into subscription agreements to issue new Shares to Keystone, Kim Chul and Wonang at a subscription price of HK$0.26 per Share. The subscription price of the new Shares was settled by setting off the outstanding principal amounts of the short term loans. The following table summarises the amount of the subscriptions and the Shares issued:

Lender Keystone Kim Chul Wonang Total	Number of Shares subscribed 42,000,000 28,200,000 13,800,000 84,000,000	Subscription amount HK$ 10,920,000 7,332,000 3,588,000
		21,840,000

As announced by the Company on 8th January 2013, the total number of new Shares issued to Keystone, Kim Chul and Wonang represented approximately 16.59% of the enlarged issued share capital of the Company.

As advised by Keystone, at the date of the announcement by the Company on 8th January 2013, Keystone held 11,000,000 Shares. As advised by Kim Chul, Kim Chul then held 7.2% of Master Impact. As confirmed and advised by the subscribers and save as disclosed above, they did not have any relationship amongst themselves and further they did not have any agreement or understanding whether formal or informal actively to cooperate to obtain or consolidate control of the Company through the acquisition by any of them of voting rights in the Company.

INFORMATION ON THE COMPANY

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

INFORMATION ON THE OFFEROR

The Offeror is a company incorporated in the British Virgin Islands on 28th February 2013 and was established for the purpose of effecting the Acquisition and making the Possible Offer. The Offeror is wholly owned by Mr. Cao Wei Qiang, aged 34, a PRC national and a businessman based in Fujian Province in China. The directors of the Offeror are Mr. Cao Wei Qiang and Mr. Tang Bin.

Mr. Cao Wei Qiang is interested in 43.5% of 水城縣華欣煤業有 限 責任公司 (Shui Cheng County Hua Xin Coal Industry Co. Ltd.) which is engaged in coal mining business. He has mining experience in the PRC and is also interested in 90% of 褔建連城航凱木業有 限 公司 (Fujian Lian Cheng Hang Kai Wood Products Co. Ltd.), a company which manufactures wood products.

• denotes English translation of the name of a Chinese company, or vice versa, and is provided for identification purposes only

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Mr. Tang Bin, has been admitted to the Chinese Bar and was a director of one of the firms that merged to form Grandall Law Firm, of which he is a partner, with responsibilities for corporate business (mergers and acquisition and restructuring). He was also a General Manager of Ping An Insurance (Dalian) Company.

THE LITIGATION

Cordia claims

On 23rd April 2013, Cordia as plaintiff issued a writ of summons (HCA 672 of 2013) in the High Court against the Company as 10th Defendant and the following other parties:

• Chung Christopher Young (1st Defendant)

• Kim Min Kyu (2nd Defendant)

• Keystone (3rd Defendant)

• Master Impact (4th Defendant)

• Income Plus (5th Defendant)

• Skyline (6th Defendant)

• Park Seung Ho (7th Defendant)

• Kim Chul (8th Defendant)

• Wonang (9th Defendant)

Park Seung Ho was joined in the proceedings having acquired the 20,678,685 Shares from Income Plus on 19th December 2012.

Cordia claimed the following reliefs:

• against the 1st and 2nd Defendants: a declaration that the 1st and 2nd Defendants have acted in breach of a memorandum of understanding dated 10th February 2012 and made between (a) Cordia and (b) the 1st and 2nd Defendants (the ‘‘Memorandum’’). Accordingly: (a) an order that the 1st and 2nd Defendants shall return the Shares subscribed through the settlement of the US$9,000,000 Promissory Notes (the ‘‘Converted Shares’’) and the Shares subscribed through the settlement of the short term loans (the ‘‘New Shares’’) or cause the 3rd to 9th Defendants to return the Converted Shares and the New Shares to Cordia (b) further or alternatively, damages.

• a declaration that the 1st and 2nd Defendants have acted in breach of an oral agreement made in or about March 2012 between (a) Cordia and (b) the 1st and 2nd Defendants on their own behalf and on behalf of the 4th to 6th Defendants, it was agreed that (i) in the event that the Memorandum is terminated (which it has been terminated) or otherwise not proceeded with, the 1st, 2nd, 4th, 5th and 6th Defendants would return the Converted Shares to the Cordia; (ii) indemnify Cordia’s loss arising from the conversion; and (iii) the 4th to 6th Defendants would hold the Converted Shares on

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trust for Cordia (the ‘‘Oral Agreement’’). Accordingly: (a) an order that the 1st and 2nd Defendants shall restore the Shares or cause the 4th to 6th Defendants to return the Converted Shares to Cordia (b) further or alternatively, damages.

• further or alternatively, Cordia has claimed against the 1st and 2nd Defendants rescission of the Memorandum on the ground of misrepresentation with all proper consequential directions. Accordingly, (a) an order that the 1st and 2nd Defendants shall restore the Shares or cause the 3rd to 9th Defendants to return the Shares as referred to below to Cordia (b) further or alternatively, damages.

• further or alternatively, damages for breach of trust. Further or alternatively, a mandatory injunction ordering the 1st and 2nd Defendants shall procure the 3rd to 9th Defendants (a) not to dispose of or in any way deal with the Converted Shares and the New Shares; (b) not to exercise their voting rights of the aforesaid shares; and (c) to deliver up the aforesaid shares.

• further or alternatively, damages for dishonestly assisting the 4th to 9th Defendants acting in breach of trust.

Cordia has claimed against the 4th to 7th Defendants:

• a declaration that the 4th, 6th and 7th Defendants are respectively holding the following number of Converted Shares, on trust for Cordia pursuant to the Oral Agreement:

• (a) the 4th Defendant, 62,036,055 Shares.

• (b) the 6th Defendant, 41,357,370 Shares.

• (c) the 7th Defendant, 20,678,685 Shares (which were originally allotted to the 5th Defendant).

• a declaration that the 1st to 6th Defendants are in breach of the Oral Agreement.

• further or alternatively, a declaration that the 4th to 7th Defendants are constructive trustee of the Converted Shares on the ground that they are dishonestly assisting the 1st and 2nd Defendants and/or knowingly retaining the Shares in breach of trust.

• further or alternatively, a declaration that the 7th Defendant is holding the Converted Shares as constructive trustee on the ground that he is dishonestly assisting the 1st, 2nd and/or the 5th Defendants and/or knowingly retaining the Shares in breach of trust.

• further or alternatively, a declaration that the 3rd to 9th Defendants have been unjustly enriched at the expense of Cordia.

• further or alternatively, detinue.

• an injunction restraining the 4th to 7th Defendants from disposing of or otherwise deal with the Converted Shares without the consent of Cordia.

• an injunction restraining the 4th to 7th Defendants from exercising the voting rights of the Converted Shares.

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• an order that the 3rd to 9th Defendants shall execute an instrument of transfer of the Shares to Cordia or its nominee.

• an order that the 3rd to 9th Defendants shall deliver the relevant share certificates to Cordia or its nominee.

Cordia claims against 1st to 10th Defendants:

• a declaration that the resolution purportedly passed in the extraordinary general meeting of the Company on 28th February 2013 (the ‘‘New Shares Resolution’’) is invalid on the ground that the 4th to 6th Defendants have acted in breach of trust or their fiduciary duties owed to Cordia as trustee by failing to exercise their purported voting rights of the Converted Shares in the best interest of Cordia.

• accordingly, a declaration that the following number of New Shares in the Company purportedly allotted to the 3rd, 8th and 9th Defendants are invalid:

• (a) the 3rd Defendant, 42 million shares.

• (b) the 8th Defendant, 28.2 million shares.

• (c) the 9th Defendant, 13.8 million shares.

Cordia has claimed against the 3rd, 8th and 9th Defendants:

• by reason of (a) the 1st and 2nd Defendant’s obligation under Article 7(3) of the Memorandum to restore the position to its original state as if the Memorandum had not been entered into, the 3rd, 8th and 9th Defendants; alternatively (b) the New Shares Resolution being null and void hence the New Shares ought not to have been allotted to the 3rd, 8th and 9th Defendants, a declaration that they are holding the New Shares on trust for Cordia.

• further or alternatively, a declaration that the 3rd, 8th and 9th Defendants are constructive trustee of the New Shares on the ground that they are dishonestly assisting the 1st, 2nd, 4th to 7th Defendants and/or knowingly retaining the Shares in breach of trust.

• an injunction restraining the 3rd, 8th and 9th Defendants from disposing of or otherwise deal with the New Shares without the consent of Cordia.

• an injunction restraining the 3rd, 8th and 9th Defendants from exercising the voting rights of the New Shares.

• an order that the 3rd, 8th and 9th Defendants shall execute an instrument of transfer of the New Shares to Cordia or its nominee.

• an order that the 3rd, 8th and 9th Defendants shall deliver the relevant share certificates to Cordia or its nominee.

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Further or alternatively, Cordia also has claimed against the 1st to 9th Defendants:

• damages and/or equitable damages.

• an account.

• interest including compound interest.

• costs.

To the best knowledge of the Offeror, certain Defendants in the Cordia claims will file a counterclaim against Cordia, amongst other things, that the New Shares allotted by the Company to those certain Defendants pursuant to the New Shares Resolution were and are valid and a declaration that those certain Defendants are not holding the New Shares on trust for Cordia.

The Interim Order

Cordia had on the same day also taken out an inter partes summons against the above named defendants and sought, amongst others, to restrain them from (a) disposing of or in any way dealing with; and (b) exercising voting rights of their respective number of shares in the Company.

At the hearing of the inter partes summons on 26th April 2013 the court granted the Interim Order upon undertakings given by Cordia and its sole shareholder and director, Choi Sung Min in respect of any compensation ordered by the court for any loss arising from the interim order together with a payment into court to be made by Choi Sung Min of HK$3,000,000 in support of the undertaking.

Mr. Park Seung Ho and Skyline claims

On 3rd April 2013, the Company announced that it had issued the Third Convertible Note of US$443,070,000 (approximately HK$3,455,946,000) to Cordia in relation to the acquisition of Langfeld Enterprises Limited. On 30th April 2013, Park Seung Ho and Skyline (the ‘‘Plaintiffs’’) issued a writ of summons in the High Court (HCA 721 of 2013) (the ‘‘Action’’) against the following persons:

• Lim Ho Sok (1st Defendant, being an executive director of the Company)

• Choi Jun Ho (2nd Defendant, being an executive director of the Company)

• Pang Ngoi Wah Edward (3rd Defendant, being the non-executive director of the Company)

• Cho Min Je (4th Defendant, an independent non-executive director of the Company until 24th April 2013)

• Liew Swee Yean (5th Defendant, being an independent non-executive director of the Company)

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• Tam Tak Wah (6th Defendant, being an independent non-executive director of the Company)

• Young Yue Wing Alvin (7th Defendant, being an independent non-executive director of the Company)

• Cordia (8th Defendant)

• the Company (9th Defendant)

The Plaintiffs have stated that they sue in this Action in their capacities as shareholders of the Company and for its benefit and interest against the 1st to 8th Defendants and the Company (as the 9th Defendant) has been joined in order to make it bound by the order and judgment made in this Action.

• The Plaintiffs claim against the 1st to 7th Defendants for damages for breach of fiduciary duties owed to the Company in issuing the Third Convertible Note to the 8th Defendant against the interests of the Company.

• The Plaintiffs claim against the 1st to 7th Defendants and the 8th Defendant for a declaration that the Company has no legal obligation to issue the Third Convertible Note to the 8th Defendant and an order rescinding the issue of the Third Convertible Note.

• The Plaintiffs claim against the 8th Defendant for:

• (a) an order for the return of the Third Convertible Note;

• (b) an order for restitutionary compensation; and

• (c) an injunction restraining the 8th Defendant whether by itself its directors employees or agents or otherwise howsoever from assigning or transferring the Third Convertible Note or any part thereof to other and/or exercising any right conferred by the Third Convertible Note.

• — The Plaintiffs also claim against the 1st to 7th Defendants and the 8th Defendant for interest and costs.

On 5th June 2013, the Company announced that on 31st May 2013 the Plaintiffs filed a notice of discontinuance with the High Court and based on the information available to the Offeror, Skyline is considering reinstating the above claims in order to challenge, amongst other things, the validity of the issue of the Third Convertible Note.

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STATUTORY AND OTHER DEMANDS FOR PAYMENT

On 25th April 2013, the Company announced that;

• (a) on 23rd April 2013 it had received from the legal advisers to First Glory Limited a statutory demand for repayment of loans in the principal amount of HK$14,500,000 plus accrued interest which up to 22nd April 2013 had been calculated as amounting to HK$646,986.29;

• (b) on 24th April 2013 the Company had received from the legal advisers to Cordia a notice of demand for full repayment of the Third Convertible Note (comprising the outstanding principal amount of US$443,070,000 (approximately HK$3,455,946,000) and any accrued interest thereon);

• (c) two registered holders of the Company’s promissory notes, namely, Lucrezia Limited holding a promissory note with an outstanding principal amount of US$3,751,282 (approximately HK$29,260,000) and Token Century Limited holding a promissory note with an outstanding principal amount of US$3,500,000 (approximately HK$27,300,000), reminded the Company in writing on 23rd April and 24th April 2013, respectively, that if any of the repayment triggering events set out in the terms and conditions of the promissory notes occurs, their promissory notes would become immediately due and payable by the Company;

• (d) Keystone placed deposits (the ‘‘Coal Trading Deposit’’) under the coal sale and purchase agreement entered into between the Company and Keystone on 20th June 2012, as supplemented by a supplemental agreement dated 20th December 2012 (collectively, the ‘‘Coal S&P Agreement’’). The Coal Trading Deposit was to be applied as purchase price of anthracite, coking and steam coal proceed in Lot 1 of the Lapi Mines owned by the Russian subsidiary of the Company or other Russian sources from November 2014 pursuant to the Coal S&P Agreement. Keystone reminded the Company in writing on 23rd April 2013 that in case the Company or a third party filed for the Company’s bankruptcy, insolvency, rehabilitation, etc., Keystone would claim repayment of the entire Coal Trading Deposit with an outstanding amount of US$3,100,000 (approximately HK$24,180,000) together with the accrued interest.

On 19th August 2013 the Company announced that Keystone had served on the Company in the Cayman Islands a document titled ‘‘statutory demand’’ dated 1st August 2013 in relation to the Coal Trading Deposit. That announcement also stated that Keystone threatened to wind up the Company if it failed to return the deposit by 22nd August 2013. The Company has since announced, on 27th August 2013, that it has secured an interlocutory injunction order restraining Keystone from presenting a winding-up petition until after a hearing convened to consider the validity of Keystone’s statutory demand, fixed for 7th October 2013.

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INTENTIONS OF THE OFFEROR AND LISTING STATUS OF THE COMPANY

Dealings in the Shares have been suspended since 22nd April 2013. Following the closing of the Possible Offer, the Offeror intends to take steps to enable the Company to apply for dealings in the Shares to be resumed which will include the Company publishing the audited consolidated accounts of the Company for the year ended 31st December 2012. In addition, it will consider expanding the coal mining business of the Group as Mr. Cao has experience in coal mining. The Offeror also intends to consider expanding the Group’s businesses to include those related to natural resources, manufacturing, retail and media. Any such acquisition by the group will be subject to the Listing Rules.

It is also the intention of the Offeror that upon completion of the transactions contemplated under the Possible Offer, the Offeror will procure the Company to conduct fund raising activities, including but not limited to a rights issue or open offer to all existing Shareholders on the terms outlined above, to allow the Group to raise new capital.

The MOU sets out a framework for an agreement which, if entered into and completed, will result in the Offeror acquiring at least Takeovers Code control. The Offeror is anxious to obtain at least a non-binding commitment from the Vendors prior to the discharge of the Interim Order and a binding exclusivity commitment that the Shares will not be disposed of to others in the meantime.

It is the intention of the Offeror to maintain the listing of the Shares on the Stock Exchange. According to the Listing Rules, if, upon the close of the Possible Offer, less than 25% of the issued Shares are held by the public, or if the Stock Exchange believes that a false market exists or may exist in the trading of the Shares or there are insufficient Shares in public hands to maintain an orderly market, then the Stock Exchange will consider exercising its discretion to suspend dealings in the Shares. In this connection, it should be noted that upon the close of the Possible Offer, there may be insufficient public float for the Shares and therefore trading in the Shares may be suspended until a sufficient level of public float is attained, and each of the Offeror and the Company will undertake to the Stock Exchange to take appropriate steps to ensure that sufficient public float exists in the Shares after closing of the Possible Offer.

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CHANGES IN SHAREHOLDING STRUCTURE ON COMPLETION OF THE AGREEMENT

As at the date of this announcement, the Company has a total of 508,442,763 Shares in issue.

The following table sets out the shareholdings of the Offeror and other Shareholders as at the date of this announcement and immediately following completion of the Agreement.

Offeror Vendors Keystone (Note 1) Master Impact Skyline Kim Chul Park Seung Ho Wonang (Note 2) Total Vendors’ holding ACME Perfect Limited (Note 3) Directors’ interests Goldwyn Management Limited (Note 4) Pang Ngoi Wah, Edward Public Shareholders Total	As at the date of this announcement No. of Shares Approximate % 0 0.00% 53,000,000 10.42% 62,036,055 12.20% 41,357,370 8.13% 28,200,000 5.55% 20,678,685 4.07% 13,800,000 2.71% 219,072,110 43.09% 70,000,000 13.77% 11,400,000 2.24% 175,000 0.03% 11,575,000 2.27% 207,795,653 40.87% 508,442,763 100%	Immediately following completion of the Agreement No. of Shares Approximate % 219,072,110 43.09% 0 0.00% 0 0.00% 0 0.00% 0 0.00% 0 0.00% 0 0.00% 0 0.00% 70,000,000 13.77% 11,400,000 2.24% 175,000 0.03% 11,575,000 2.27% 207,795,653 40.87% 508,442,763 100%	Immediately following completion of the Agreement No. of Shares Approximate % 219,072,110 43.09% 0 0.00% 0 0.00% 0 0.00% 0 0.00% 0 0.00% 0 0.00% 0 0.00% 70,000,000 13.77% 11,400,000 2.24% 175,000 0.03% 11,575,000 2.27% 207,795,653 40.87% 508,442,763 100%
			0.00% 13.77% 2.24% 0.03%
			2.27% 40.87% 100%

Notes:

1. Of the 53,000,000 Shares held by Keystone Global Co., Ltd. as at the date of this announcement, 42,000,000 Shares, representing approximately 8.26% of the total issued share capital of the Company as at the date of this announcement, are subject to the Interim Order.

2. These Shares are registered in the name of Wonang Industries Co., Ltd. which is wholly-owned by Kim Chul who is deemed to be interested in all the Shares in which Wonang Industries Co., Ltd. is interested by virtue of the SFO.

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1. ACME Perfect Limited is a company incorporated under the laws of British Virgin Islands.

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

DEALINGS DISCLOSURE

In accordance with Rule 3.8 of the Takeovers Code, the associates (including a person who owns or controls 5% or more of any class of relevant securities (as defined in paragraph (a)– (d) in Note 4 to Rule 22 of the Takeovers Code)) of the Company and the Offeror are reminded to disclose their dealings in the securities of the Company pursuant to the Takeovers Code.

In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below:

‘‘Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 (of the Takeovers Code) and that those clients are willing to comply with them. Principal traders and dealers, who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules (of the Takeovers Code). However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than HK$1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation. ’’

There is no assurance that the Possible Offer or any transaction mentioned in this announcement will materialise or eventually be consummated. Shareholders and the public investors are urged to exercise extreme caution when dealing in the Shares and, or other securities of the Company.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following respective meanings:

‘‘Acquisition’’ the proposed acquisition by the Offeror of the Sale Shares from the Vendors pursuant to the Agreement

‘‘acting in concert’’

has the meaning ascribed to it under the Takeovers Code

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‘‘Agreement’’ the sale and purchase agreement (based on the MOU) proposed to be entered into by the Offeror and the Vendors after the discharge of the Interim Order

• ‘‘Agreement Completion the date on which the Agreement would complete Date’’

• ‘‘Anglo Chinese’’ Anglo Chinese Corporate Finance, Limited, a corporation licensed to carry out type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO, and the financial advisor to the Offeror in respect of the Possible Offer

• ‘‘associate(s)’’ has the meaning ascribed to it under the Takeovers Code ‘‘Best State’’ Best State Investments Limited, the sole shareholder of which is Mr. Cao Wei Qiang

• ‘‘Board’’ the board of Directors of the Company

• ‘‘Company’’ Siberian Mining Group Company Limited, a company incorporated in Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange

• ‘‘Cordia’’ Cordia Global Limited, according to the announcement of the Company dated 6th March 2012, is wholly and beneficially owned by Mr. Choi Sungmin

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Executive’’ the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director

• ‘‘First Glory Statutory the statutory demand of HK$15,146,986.29 (purported to Demand’’ represent the outstanding principal and accrued interest calculated up to 22nd April 2013) served by First Glory Limited’s legal advisers on the Company on 23rd April 2013 in respect of loans owed by the Company to First Glory Limited

• ‘‘Group’’ the Company and its subsidiaries from time to time ‘‘High Court’’ the Court of First Instance in the High Court of Hong Kong ‘‘HK$’’ Hong Kong dollar(s), the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC

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• ‘‘Income Plus’’

• ‘‘Interim Order’’

• ‘‘Keystone’’

• ‘‘Keystone Statutory Demand’’

• ‘‘Kim Chul’’

• ‘‘Last Trading Day’’

• ‘‘Listing Rules’’

• ‘‘Master Impact’’

• ‘‘MOU’’

• ‘‘Offeror’’

• ‘‘Permitted Third Party’’

• Income Plus Investment Limited, and as advised by Income Plus, it is owned by Nam Insook, Chung Seo Young, Lee Hyo Soon and Kim Mi Young

• an interim order granted by the Court of First Instance at the High Court of Hong Kong ordering, amongst other things, that Keystone, Master Impact, Skyline, Park Seung Ho, Kim Chul and Wonang be restrained from (a) disposing of or in any way dealing with; and (b) exercising voting rights of their respective number of Shares (save for 11,000,000 Shares held by Keystone) set out in the shareholding table as shown in the paragraph headed ‘‘Changes in shareholding structure on completion of the agreement’’ in this announcement

• Keystone Global Co., Ltd.

• the statutory demand of US$3,100,000 plus accrued interests served by Keystone’s/its legal advisers on the Company on 5th June 2013 and again on 1st August 2013 in respect of the Coal Trading Deposit

• Mr. Kim Chul, and the sole shareholder of Wonang

• 19th April 2013, being the last full trading day of the Shares on the Stock Exchange prior to suspension of trading in the Shares with effect from 9 a.m. on 22nd April 2013

• the Rules Governing the Listing of Securities on the Stock Exchange

• Master Impact Inc.

• the memorandum of understanding dated 5th September 2013 in respect of the proposed acquisition by the Offeror of the Sale Shares, which memorandum is not legally binding, save as regards certain provisions of confidentiality and exclusivity

• Best State, a company incorporated in the British Virgin Islands with limited liability

• a third party who enters into or is involved in any discussions, negotiations, term sheet, memorandum, agreement or arrangement relating to the sale of any of the Sale Shares with a Vendor pursuant to written consent obtained by the Vendor from the Offeror, which written consent may be made subject to such terms and conditions as are determined by the Offeror in its absolute discretion

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• ‘‘Permitted Transfer’’

• a transfer of Shares by a Selling Vendor to a Permitted Vendor or a Permitted Third Party after the date of the MOU and before the earlier of either the date of the Agreement or the date of lapse of the MOU

• ‘‘Permitted Vendor’’

• a Vendor who has obtained the written consent from the Offeror to enter into or be involved in any discussions, negotiations, term sheet, memorandum, agreement or arrangement relating to the sale of any of the Sale Shares with another Vendor, which written consent may be made subject to such terms and conditions as are determined by the Offeror in its absolute discretion

• ‘‘Possible Offer’’

• the possible offer to be made by Anglo Chinese on behalf of the Offeror for Shares on completion of the Agreement

• ‘‘PRC’’

• the People’s Republic of China but excluding, for the purposes of this announcement, Hong Kong, Macau Special Administrative Region of the PRC and Taiwan

• ‘‘Repurchase Option(s)’’ the option(s) to be granted by the Offeror to accepting Shareholders to purchase up to the same number of Shares as tendered by the relevant accepting Shareholders at an exercise price of HK$0.20 per Share (subject to adjustment)

• ‘‘Sale Shares’’

• the 219,072,110 Shares currently held by the Vendors

• ‘‘Selling Vendor(s)’’

• Vendor(s) who transfer(s) his/its Shares to a Permitted Vendor or a Permitted Third Party pursuant to a Permitted Transfer

• ‘‘SFC’’

• The Securities and Futures Commission of Hong Kong

• ‘‘SFO’’

• The Securities and Futures Ordinance (Cap 571) of Hong Kong

• ‘‘Share(s)’’

• issued shares of HK$0.20 per share in the share capital of the Company

• ‘‘Shareholder(s)’’ holders of Shares

• ‘‘Skyline’’

• Skyline Merit Limited

• ‘‘Stock Exchange’’

• The Stock Exchange of Hong Kong Limited

• ‘‘Substantial Shareholder(s)’’

• Shareholder(s) who have an interest representing 5% or more of the issued share capital of the Company, as notified to the Company in accordance with Part XV of the SFO

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‘‘Takeovers Code’’ the Code on Takeovers and Mergers of Hong Kong ‘‘Third Convertible Note’’ the third convertible note in the principal amount of US$443,070,000 (convertible into approximately 71,998,875 Shares at a conversion price of HK$48.00 per Share (subject to adjustments)) issued by the Company to Cordia on 3rd April 2013 pursuant to the conditional sale and purchase agreement dated 31st October 2008 entered into by Grandvest International Limited, Cordia, Choi Sungmin and the Company ‘‘US$’’ the United States of America dollar(s), the lawful currency of the United States of America ‘‘Wonang’’ Wonang Industries Co., Ltd ‘‘Vendors’’ the owners of the Sale Shares who propose to sell the same as contemplated by the MOU ‘‘%’’ per cent

By order of the board Best State Investments Limited Tang Bin Executive Director

Hong Kong, 30 September 2013

As at the date of this announcement, the board of the Offeror consists of Mr. Cao Wei Qiang and Mr. Tang Bin. The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, save that the only responsibility accepted by the directors of the Offeror in respect of the information in this announcement relating to the Company, which has been compiled from published sources, is to ensure that such information has been correctly and fairly reproduced and presented. The directors of the Offeror jointly & severally confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and that there are no other facts not contained in the announcement, the omission of which would make any statement in the announcement misleading.

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