THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Siberian Mining Group Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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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)

CONNECTED TRANSACTION SUBSCRIPTION FOR NEW SHARES UNDER SPECIFIC MANDATE REFRESHMENT OF GENERAL MANDATE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent financial adviser to the Independent Board Committee and Independent Shareholders

==> picture [40 x 39] intentionally omitted <==

WALLBANCK BROTHERS Securities (Hong Kong) Limited

A letter from the Board is set out on pages 3 to 10 of this circular. A letter from the Independent Board Committee containing its advice to the Independent Shareholders in connection with the Subscription and the refreshment of Existing General Mandate is set out on page 11 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders in connection with the Subscription and the refreshment of Existing General Mandate is set out on pages 12 to 36 of this circular.

A notice convening the extraordinary general meeting of Siberian Mining Group Company Limited to be held at Meeting Room 1, 7/F, Hongkong International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong on 3 December 2010 at 3:00 p.m. is set out on pages 42 to 44 of this circular.

Whether or not you are able to attend the extraordinary general meeting in person, you are requested to complete and return the form of proxy enclosed with this circular in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the extraordinary general meeting or any adjournment thereof. Completion and delivery of a form of proxy will not preclude you from attending and voting at the meeting in person.

17 November 2010

* For identification purpose only

	Page
DEFINITIONS..............................................................................................................................	1
LETTER FROM THE BOARD..................................................................................................	3
LETTER FROM THE INDEPENDENT BOARD COMMITTEE........................................	11
LETTER FROM WALLBANCK BROTHERS........................................................................	12
APPENDIX — GENERAL INFORMATION...................................................................	37
NOTICE OF THE EXTRAORDINARY GENERAL MEETING.........................................	42

– i –

DEFINITIONS

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

“AGM”	the annual general meeting of the Company held on 5 August
	2010
“Board”	the board of Directors
“Company”	Siberian Mining Group Company Limited, a company
	incorporated in the Cayman Islands with limited liability and
	the shares of which are listed on the main board of the Stock
	Exchange
“Director(s)”	director(s) of the board of the Company
“EGM”	an extraordinary general meeting of the Company to be convened
	to consider and, if thought fit, to approve, among other things,
	the Subscription, the allotment and issue of the Subscription
	Share and the grant of the New General Mandate
“Existing General Mandate”	the mandate granted to the Directors by the Shareholders at the
	AGM to allot, issue and deal with up to 20% of the then issued
	share capital of the Company as at the date of the AGM
“Goldwyn”	Goldwyn Management Limited, a company incorporated in the
	British Virgin Islands with limited liability and wholly and
	beneficially owned by Mr. Lim Ho Sok, an executive Director
	and chairman of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	Hong Kong Special Administrative Region of the People’s
	Republic of China
“Independent Board Committee”	the independent board committee of the Company formed by
	the Company to advise the Independent Shareholders as to
	whether the Subscription Agreement and the refreshment of the
	Existing General Mandate are fair and reasonable and in the
	interests of the Company and the Independent Shareholders as
	a whole
“Independent Financial Advisor”	Wallbanck Brothers Securities (Hong Kong) Limited, a licensed
or “Wallbanck Brothers”	corporation to carry out type 4 (advising on securities), type 6
	(advising on corporate finance) and type 9 (asset management)
	regulated activities under the SFO, the independent financial
	adviser to the Independent Board Committee and the
	Independent Shareholders in relation to the Subscription and
	the grant of the New General Mandate

– 1 –

DEFINITIONS

“Independent Shareholders”	Shareholders (other than Goldwyn and its concert parties and
	associates and those Shareholders who are involved in, or
	interested in the Subscription) who are not required to abstain
	from voting on the resolutions to be proposed at the EGM to
	approve the Subscription and the grant of the New General
	Mandate under the Listing Rules
“Latest Practicable Date”	15 November 2010, being the latest practicable date prior to
	the printing of this circular for the purpose of ascertaining certain
	information contained in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“New General Mandate”	the general mandate proposed to be granted to the Directors to
	allot and issue up to 20% of the issued share capital of the
	Company as at the date of the EGM
“SFO”	the Securities and Futures Ordinance (Cap.571 of the Laws of
	Hong Kong)
“Shareholder(s)”	holder(s) of the Share(s)
“Share(s)”	ordinary share(s) of HK$0.01 in the share capital of the
	Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscription Agreement”	the agreement dated 27 October 2010 entered into between
	Goldwyn and the Company in relation to the Subscription
“Subscription”	the subscription of 200,000,000 new Shares by Goldwyn
	pursuant to the terms of the Subscription Agreement
“Subscription Price”	HK$0.19 per Subscription Share
“Subscription Share(s)”	a total of 200,000,000 new Shares to be subscribed for by
	Goldwyn pursuant to the Subscription Agreement
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong
“%”	per cent.

– 2 –

LETTER FROM THE BOARD

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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)

Executive Directors: Registered Office: Mr. Lim Ho Sok Cricket Square Mr. Shin Min Chul Hutchins Drive P.O. Box 2681 Independent Non-executive Directors : Grand Cayman KY1-1111 Mr. Liew Swee Yean Cayman Islands Mr. Tam Tak Wah Mr. Young Yue Wing Alvin Head Office and Principal Place

Head Office and Principal Place of Business: 16th Floor No. 8 Queen’s Road Central Central Hong Kong 17 November 2010

To Shareholders and, for information only, the holders of the convertible notes and share options of the Company,

Dear Sir or Madam,

CONNECTED TRANSACTION SUBSCRIPTION FOR NEW SHARES UNDER SPECIFIC MANDATE REFRESHMENT OF GENERAL MANDATE

INTRODUCTION

By an announcement dated 27 October 2010, the Board announced the Subscription and mentioned the refreshment of the Existing General Mandate.

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the EGM including (i) the Subscription; (ii) the grant of the New General Mandate; (iii) the recommendation of the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Subscription and the grant of the New General Mandate; (iv) the recommendation of the Independent Board Committee to the Independent Shareholders in relation to the Subscription and the grant of the the New General Mandate; and (v) the notice of the EGM.

* For identification purpose only

– 3 –

LETTER FROM THE BOARD

1. THE SUBSCRIPTION AGREEMENT

Date

27 October 2010 (after trading hour)

Parties involved

Goldwyn and the Company

Goldwyn

Goldwyn is an investment holding company and wholly and beneficially owned by Mr. Lim Ho Sok, an executive Director and chairman of the Company.

The Subscription Price

The Subscription Price of HK$0.19 represents a premium of approximately 3.04% to the benchmarked closing price of HK$0.1844 per Share, which is the higher of (i) the closing price of HK$0.179 as quoted on the Stock Exchange on the date of the Subscription Agreement; and (ii) the average closing price of HK$0.1844 as quoted on the Stock Exchange for the last five consecutive trading days prior to the date of the Subscription Agreement; and a premium of approximately 1.17% to the average closing price per Share of HK$0.1878 as quoted on the Stock Exchange for the last ten consecutive trading days prior to the date of the Subscription Agreement.

The Subscription Price was determined with reference to the prevailing market price of the Share and was negotiated on an arm’s length basis between the Company and Goldwyn. The Directors (including the independent non-executive Directors) consider that the terms of the Subscription are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.

The Subscription Shares

The number of 200,000,000 Subscription Shares represents (i) approximately 10.31% of the existing issued share capital of the Company of 1,940,413,060 Shares as at the Latest Practicable Date; and (ii) approximately 9.34% of the issued share capital of the Company of 2,140,413,060 Shares as enlarged by the Subscription, assuming no further new Shares will be issued or repurchased before the completion of the Subscription.

The Subscription Shares will not be issued under the Existing General Mandate, but the Company will seek the grant of a specific mandate to allot and issue the Subscription Shares at the EGM to be convened and held by the Company.

– 4 –

LETTER FROM THE BOARD

The Subscription Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with the Shares in issue at the time of issue and allotment of the Subscription Shares.

The Company has made an application to the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

Conditions of the Subscription

The Subscription is conditional upon:

(i) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subscription Shares; and
(ii) the passing by the Independent Shareholders in the EGM of a resolution to approve the Subscription and the allotment of the Subscription Shares thereunder in accordance with the Listing Rules.

In the event that the conditions to the Subscription Agreement are not fulfilled by 30 December 2010, or such later date as may be agreed between the Company and Goldwyn in writing, the obligations of the Company and Goldwyn in relation to the Subscription shall terminate and neither of the parties shall have any claim against the other for costs, damages, compensation or otherwise in respect of the Subscription.

Lock-up Undertaking

Goldwyn undertakes to the Company that between the date of the Subscription Agreement and the date which is 365 days after the completion date of the Subscription (both dates inclusive), it will not, and will procure that none of its nominees, companies controlled by it and trusts associated with it (whether individually or together and whether directly or indirectly) and affiliates will (i) offer, lend, pledge, issue, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Subscription Shares or any interests therein beneficially owned or held by Goldwyn or any securities convertible into or exercisable or exchangeable for or substantially similar to any such Subscription Shares or interests or (ii) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of such Subscription Shares, whether any such transaction described in (i) or (ii) above is to be settled by delivery of Subscription Shares or such other securities, in cash or otherwise or (iii) announce any intention to enter into or effect any such transaction described in (i) or (ii) above, unless with the prior written consent of the Company. For the purpose of enforcing the lock-up undertaking, Goldwyn agrees that the share certificates for the Subscription Shares shall be held in escrow by the Company during the lock-up period.

Completion

The Subscription is expected to be completed on or before 31 December 2010, or such other date as the Company and Goldwyn shall agree.

– 5 –

LETTER FROM THE BOARD

Reason for the Subscription and Use of Proceeds

The Directors have considered various ways of raising funds and of the opinion that the Subscription provides an opportunity to raise capital for the Company while broadening the capital base of the Company. The Company believes that the Subscription can better align the interest of Mr. Lim Ho Sok with that of the Company by increasing Goldwyn’s shareholding in the Company from approximately 1.44% to approximately 10.65% and will serve the purpose of incentivising Mr. Lim Ho Sok. Further, having considered the Subscription Price and the lock-up arrangement, the Directors (including the independent non-executive Directors) take the view that the Subscription offers a better alternative to placing the Shares to independent third parties. Accordingly, the Directors (including the independent non-executive Directors) consider the Subscription Agreement is in the interest of the Company and the Shareholders as a whole.

The gross proceeds and the net process from the Subscription will be approximately HK$38,000,000 and HK$37,500,000 respectively. The net proceeds raised per Subscription Share will be approximately HK$0.1875. There is no concrete and specific plan for the application of the net proceeds. But broadly, the net proceeds will be used as general working capital of the Group. As the general working capital, the Group may apply the proceeds in the future business development and investment of the Group and repayment of liabilities, namely the indebtedness due to Cordia Global Limited under the convertible notes and promissory notes issued to Cordia Global Limited and under the loan facilities granted by Cordia Global Limited. As at the Latest Practicable Date, there is no specific repayment schedule of liabilities.

Fund raising activities in the past twelve months

			Intended use of
Date of			proceeds as stated	Actual use of
announcement	Event	Net proceeds	in the announcement	proceeds/Remarks
1 February 2010	Placing of	Approximately	General working capital	All proceeds had been used
	2,000,000,000	HK$56 million		for repayment of non-current
	new Shares			liabilities and general
				corporate expenses
22 April 2010	Placing of	Expected to be	Repayment of liabilities,	The placing was finally
	224,000,000	approximately	development of	terminated
	new Shares	HK$78 million	coal mine and
			general working capital
4 October 2010	Placing of	Approximately	General working capital,	All proceeds had used as intended
	60,000,000	HK$13.5 million	repayment of liabilities	for repayment of liabilities of
	new Shares		and future business	the Company
			development
9 October 2010	Placing of	Approximately	General working capital,	All proceeds had used as intended
	120,000,000	HK$22.3 million	repayment of liabilities	for repayment of liabilities of
	new Shares		and future business	the Company
			development
14 October 2010	Placing of	Approximately	General working capital,	All proceeds had used as intended
	100,000,000	HK$16 million	repayment of liabilities	as general working capital and
	new Shares		and future business	for repayment of liabilities of
			development	the Company

Save as disclosed above, the Company has not conducted any fund raising exercise during the past twelve months immediately preceding the Latest Practicable Date.

– 6 –

LETTER FROM THE BOARD

Effects on shareholding structure

The table below sets out the changes to the shareholding structure of the Company as a result of the completion of the Subscription, assuming no other Shares are issued or repurchased between the Latest Practicable Date and the completion of the Subscription:

Name of shareholder Goldwyn Cordia Global Limited_(Note 1) DTV China Holdings Limited(Note 2)_ Co An Other public shareholders Total	Shareholding as at the Latest Practicable Date % of Number of shareholding Shares (approximate) 28,000,000 1.44% 375,070,000 19.33% 16,000,000 0.82% 131,290,000 6.77% 1,390,053,060 71.64% 1,940,413,060 100%	Shareholding immediately after the completion of the Subscription % of Number of shareholding Shares (approximate) 228,000,000 10.65% 375,070,000 17.52% 16,000,000 0.75% 131,290,000 6.13% 1,390,053,060 64.95% 2,140,413,060 100%	Shareholding immediately after the completion of the Subscription % of Number of shareholding Shares (approximate) 228,000,000 10.65% 375,070,000 17.52% 16,000,000 0.75% 131,290,000 6.13% 1,390,053,060 64.95% 2,140,413,060 100%
			100%

Notes:

(1) Cordia Global Limited is wholly and beneficially owned by Mr. Choi Sungmin, a business consultant of Grandvest International Limited, a wholly owned subsidiary of the Company.

(2) DTV China Holdings Limited is wholly and beneficially owned by Mr. Li Yi Nan, a director of a non-wholly owned subsidiary of the Company, DTVChina, Inc.

Listing Rules implications

Goldwyn is beneficially interested in 28,000,000 Shares of the Company as at the Latest Practicable Date. Goldwyn is wholly and beneficially owned by Mr. Lim Ho Sok, an executive Director and chairman of the Company and therefore a connected person of the Company within the meaning of the Listing Rules. Accordingly, the Subscription constitutes a connected transaction for the Company under the Listing Rules. As the highest percentage ratio under Rule 14.07 of the Listing Rules exceeds 5% and the consideration exceeds HK$10,000,000, the Subscription Agreement constitutes a non-exempted connected transaction for the Company and is subject to the reporting and announcement requirements and requires the approval of the Independent Shareholders. Completion of the Subscription pursuant a specific mandate is therefore subject to, among other things, approval of the Independent Shareholders by way of poll at the EGM. Goldwyn and its associates shall abstain from voting at the EGM in respect of the resolutions approving the Subscription and the allotment and issue of the Subscription Shares due to their interests in the Subscription.

– 7 –

LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Mr. Lim Ho Sok and Goldwyn, no Director or Shareholder has a material interest in the Subscription. Accordingly, apart from Goldwyn and its associates, no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Subscription Agreement.

Due to his interest in the Subscription, Mr. Lim Ho Sok abstained from voting on the board resolutions relating to the Subscription in the relevant board meeting.

2. REFRESHMENT OF THE EXISTING GENERAL MANDATE

At the AGM, the Shareholders approved, among other things, an ordinary resolution to grant to the Directors the Existing General Mandate to allot up to 283,332,612 Shares. Pursuant to three placing and subscription agreements dated 4 October 2010, 9 October 2010 and 14 October 2010, 60,000,000 Shares, 120,000,000 Shares and 100,000,000 Shares were allotted and issued by the Company under the Existing General Mandate on 11 October 2010, 15 October 2010 and 21 October 2010 respectively. As a result, approximately 98.82% of the Existing General Mandate has been utilised and the number of new Shares that can be issued under the remaining balance of the Existing General Mandate is 3,332,612 Shares, representing approximately 1.18% of the Existing General Mandate.

The Company has not refreshed the Existing General Mandate since the AGM.

At the EGM, ordinary resolutions will be proposed to the Independent Shareholders that:

(i) the Directors be granted the New General Mandate to allot and issue Shares not exceeding 20% of the shares capital of the Company in issue as at the date of passing of the relevant ordinary resolutions; and
(ii) the New General Mandate be extended to Shares repurchased by the Company pursuant to the repurchase mandate granted to the Directors at the AGM.

The Existing General Mandate will be revoked upon approval at the EGM of the New General Mandate which will be and continue to be in force until the earliest of (i) the conclusion of the Company’s next annual general meeting; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; and (iii) the revocation or variation of the authority given under the relevant resolution to be proposed at the EGM by ordinary resolution of the Shareholders in general meeting. Such duration is in compliance with the Listing Rules.

Pursuant to Rule 13.36(4) of the Listing Rules, the grant of the New General Mandate will be subject to the Independent Shareholders’ approval by way of a poll at the EGM whereby any controlling Shareholders and their associates or, where there are no controlling Shareholders, Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour. As at the Latest Practicable Date, there were no controlling Shareholders and therefore, Goldwyn, being a company wholly owned by Mr. Lim Ho Sok, the executive Director, and its associates shall abstain from voting in favour of the grant of the New General Mandate.

– 8 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company had an aggregate of 1,940,413,060 Shares in issue. Subject to the passing of the ordinary resolutions for the approval of the grant of the New General Mandate and assuming that no Shares will be issued or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the Company would be allowed under the New General Mandate to allot and issue up to 388,082,612 Shares, representing 20% of the issued share capital of the Company as at the Latest Practicable Date and the date of the EGM.

Reasons for the grant of the New General Mandate

As mentioned, the Existing General Mandate has almost fully utilised by the fund raising activities as disclosed in the section “Fund raising activities in the past twelve months” in this circular.

The Board considers that the New General Mandate will provide the Company with flexibility and ability to capture any appropriate capital raising or investment or business opportunity when they arise. Furthermore, the Board considers that the New General Mandate will empower the Directors to issue new Shares under the refreshed limit speedily as and when necessary, and without the need to seek further approval from the Shareholders. The Company will explore appropriate equity fund raising opportunities and/or investment opportunities which may or may not require the use of the New General Mandate.

The Directors (including the independent non-executive Directors) were of the view that the granting of the New General Mandate is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

3. INFORMATION ABOUT THE COMPANY AND THE GROUP

The Company is an investment holding company. The Group is principally engaged in (i) coal mining in Russia; (ii) digital television broadcasting industry including provision of equipments and software of cable video-on-demand system, information broadcasting system, embedded television systems and value added services and (iii) vertical farming in Mainland China.

4. THE EGM AND VOTING ARRANGEMENT

The notice of the EGM is set out on pages 42 to 44 of this circular.

A form of proxy for the EGM is enclosed with this circular. Whether or not you propose to attend the EGM, you are requested to complete the form of proxy and return the same to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for the EGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from subsequently attending and voting at the EGM or any adjournment thereof if you so wish.

– 9 –

LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the EGM in accordance with the articles of association of the Company. The results of the poll shall be deemed to be the resolution of the general meeting in which the poll was demanded or required and the poll results will be published on the websites of the Stock Exchange and the Company after the EGM.

Goldwyn and its associates shall abstain from voting at the EGM in respect of the resolutions approving the Subscription and the allotment and issue of the Subscription Shares due to their interests in the Subscription. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as Mr. Lim Ho Sok and Goldwyn, no Director or Shareholder has a material interest in the Subscription. Accordingly, apart from Goldwyn and its associates, no other Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Subscription Agreement. Pursuant to Rule 13.36(4) of the Listing Rules, given there is no controlling Shareholder, Goldwyn, being a company wholly owned by Mr. Lim Ho Sok, the executive Director, and its associates shall abstain from voting in favour of the grant of the New General Mandate.

5. RECOMMENDATION

Your attention is drawn to the letter from the Independent Board Committee set out on page 11 of this circular and the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in connection with (i) the Subscription Agreement and (ii) the grant of the New General Mandate, and the principal factors and reasons considered by them in arriving at such advise set out on pages 12 to 36 of this circular.

The Independent Board Committee, having taken into account the advice of the Independent Financial Adviser, considers (i) that the Subscription Agreement and (ii) that the granting of the New General Mandate are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the ordinary resolutions approving (i) the Subscription Agreement and (ii) the grant of the New General Mandate at the EGM.

In the light of the above, the Directors believe that the proposals at the EGM are in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of all of these resolutions to be proposed at the EGM.

Yours faithfully, By Order of the Board of SIBERIAN MINING GROUP COMPANY LIMITED Lim Ho Sok Chairman

– 10 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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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)

17 November 2010

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION SUBSCRIPTION FOR NEW SHARES UNDER SPECIFIC MANDATE REFRESHMENT OF GENERAL MANDATE

We refer to the circular of the Company dated 17 November 2010 (the “ Circular ”) of which this letter forms part. Terms defined in the Circular shall have the same meanings herein unless the context otherwise requires.

We have been appointed to form the Independent Board Committee to consider and advise the Independent Shareholders as to whether, in our opinion, the terms of the Subscription Agreement and the proposed grant of the New General Mandate, details of which are set out in the letter from the Board contained in the Circular, are fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole.

Having considered the terms of the Subscription, the New General Mandate and the advice of the Independent Financial Adviser in relation thereto as set out on pages 12 to 36 of this Circular, we are of the opinion that the terms of the Subscription and the proposed grant of the New General Mandate are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Independent Shareholders and the Company as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolutions to be proposed at the EGM to approve the Subscription and the New General Mandate.

Yours faithfully,

For and on behalf of the Independent Board Committee Mr. Liew Swee Yean Mr. Tam Tak Wah Mr. Young Yue Wing Alvin

* For identification purpose only

– 11 –

LETTER FROM WALLBANCK BROTHERS

The following is the full text of a letter of advice from Wallbanck Brothers, the independent financial adviser to the Independent Board Committee and the Independent Shareholders regarding the Subscription and the grant of New General Mandate, for the purpose of incorporation into this circular.

==> picture [64 x 65] intentionally omitted <==

WALLBANCK BROTHERS Securities (Hong Kong) Limited

2601, Tower 2, Lippo Centre, 89 Queensway, Central, Hong Kong

17 November 2010

To the independent board committee and the independent shareholders of Siberian Mining Group Company Limited

Dear Sirs,

(1) CONNECTED TRANSACTION SUBSCRIPTION OF NEW SHARES UNDER SPECIFIC MANDATE (2) REFRESHMENT OF GENERAL MANDATE

INTRODUCTION

We refer to our appointment as independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Subscription and the grant of New General Mandate, details of which are set out in the letter from the Board (the “Letter from the Board”) contained in this circular to the Shareholders dated 17 November 2010 (the “Circular”), of which this letter forms part. Terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires the otherwise.

On 27 October 2010 (after trading hours), the Company entered into the Subscription Agreement with Goldwyn pursuant to which the Goldwyn conditionally agreed to subscribe for and the Company conditionally agreed to issue and allot an aggregate of 200,000,000 Subscription Shares at the Subscription Price of HK$0.19 per Subscription Share.

– 12 –

LETTER FROM WALLBANCK BROTHERS

Goldwyn is wholly and beneficially owned by Mr. Lim Ho Sok, an executive Director and chairman of the Company. Accordingly, the Subscription constitutes a connected transaction for the Company under the Listing Rules. As the highest percentage ratio under Rule 14.07 of the Listing Rules exceeds 5% and the consideration exceeds HK$10,000,000, the Subscription Agreement constitutes a nonexempted connected transaction for the Company and is subject to the reporting and announcement requirements and required the approval of the Independent Shareholders. Completion of the Subscription pursuant to a specific mandate is therefore subject to, among other things, approval of the Independent Shareholders by way of poll at the EGM. Goldwyn and its associates, who controlled or were entitled to exercise control over the voting right in 28,000,000 Shares on the Latest Practicable Date, shall abstain from voting at the EGM in respect of the Subscription.

The Independent Board Committee, comprising Mr. Liew Swee Yean, Mr. Tam Tak Wah and Mr. Young Yue Wing Alvin, all being the independent non-executive Directors, has been formed to advise the Independent Shareholders as to the fairness and reasonableness of the Subscription and the transactions contemplated thereunder and the grant of New General Mandate. We, Wallbanck Brothers, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

BASIS OF OUR OPINION

In formulating our opinion and recommendations, we have relied on the accuracy of the information, opinions and representations provided to us by the Directors and management of the Company, and have assumed that all information, opinions and representations contained or referred to in the Circular were true and accurate at the time when they were made and will continue to be accurate at the Latest Practicable Date. We have also assumed that all statements of belief, opinion and intention made by the Directors in the Circular were reasonably made after due enquiry. We have no reasons to doubt that any relevant information has been withheld, nor are we aware of any fact or circumstance which would render the information provided and representations and opinions made to us untrue, inaccurate or misleading. We consider that we have received sufficient information to enable us to reach an informed view and to justify reliance on the accuracy of the information contained in the Circular to provide a reasonable basis for our opinions and recommendations. Having made all reasonable enquiries, the Directors have further confirmed that to the best of their knowledge, they believe there are no other facts or representations the omission of which would make any statement in this Circular, including this letter, misleading. We have not, however, carried out any independent verification of the information provided by the Directors and management of the Company, nor have we conducted an independent investigation into the business and affairs of the Company.

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LETTER FROM WALLBANCK BROTHERS

In formulating our opinion, we have relied on the financial information provided by the Company, particularly, on the accuracy and reliability of financial statements and other financial data of the Company. We have not audited, compiled nor reviewed the said financial statements and financial data. We shall not express any opinion or any form of assurance on them. We have had no reason to doubt the truth and accuracy of the information provided to us by the Company. The Directors have also advised us that no material facts have been omitted from the information to reach an informed view, and we have no reason to suspect that any material information has been withheld. We have not carried out any feasibility study on any past, and forthcoming investment decision, opportunity or project undertaken or be undertaken by the Company. Our opinion has been formed on the assumption that any analysis, estimation, forecast, anticipation, condition and assumption provided by the Company are valid and sustainable. Our opinions shall not be constructed as to give any indication to the validity, sustainability and feasibility of any past, existing and forthcoming investment decision, opportunity or project undertaken or to be undertaken by the Company.

In formulating our opinion, we have not considered the taxation implications on the Independent Shareholders arising from the Subscription and the grant of New General Mandate as these are particular to the individual circumstances of each Shareholder. It is emphasized that we will not accept responsibility for any tax effect on or liability of any person resulting from his or her decision to the Subscription and the grant of New General Mandate. In particular, the Independent Shareholders who are overseas residents or are subject to overseas taxation or Hong Kong taxation on securities dealings should consult their own tax positions, and if in any doubt, should consult their own professional advisers.

Our opinions are necessarily based upon the financial, economic, market, regulatory and other conditions as they existed on, and the facts, information, representations, and opinions made available to us as of, the Latest Practicable Date. We disclaim any undertaking or obligation to advise any person of any change in any fact or matter affecting the opinion expressed herein which may come or be brought to our attention before and after the EGM.

Our opinions are formulated only and exclusively for the purpose of the Subscription and the grant of New General Mandate and shall not be used for any other purpose in any circumstance nor for any comparable purpose with any other opinions.

Our opinions are based on the Directors’ confirmation of receipt of our advice that the Directors and the management of the Company are responsible to take all reasonable steps to ensure that the information and representations provided in any press announcement, circular and prospectus concerning the Subscription and the grant of New General Mandate are true, accurate, complete and not misleading, and that no material information or facts have been omitted or withheld.

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LETTER FROM WALLBANCK BROTHERS

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion to the Independent Board Committee and the independent Shareholders in respect of the Subscription and the transaction thereunder and grant of the New General Mandate, we have taken into consideration the following principal factors and reasons:

(I) Subscription

1. Background to and reasons for the Subscription

(i) Information on Goldwyn

Goldwyn is an investment holding company and wholly and beneficially owned by Mr. Lim Ho Sok, an executive Director and chairman of the Company, holding 28,000,000 Shares, representing approximately 1.44% of the issued share capital of the Company as at the Latest Practicable Date.

(ii) Reason for the Subscription and use of proceeds

According to the Letter from the Board, the Directors have considered various ways of raising funds and of the opinion that the Subscription provides an opportunity to raise capital for the Company while broadening the capital base of the Company. The Company believes that the Subscription can better align the interest of Mr. Lim Ho Sok with that of the Company by increasing Goldwyn shareholding in the Company from approximately 1.44% to approximately 10.65% and will serve the purpose of incentivising Mr. Lim Ho Sok. Further, having considered the Subscription Price and the lock-up arrangement, the Directors (including the independent non-executive Directors) take the view that the Subscription offers a better alternative to placing the Shares to independent third parties. Accordingly, the Directors (including the independent non-executive Directors) consider the Subscription Agreement is in the interest of the Company and the Shareholders as a whole.

As stated in the Letter from the Board, the gross proceeds and the net process from the Subscription will be approximately HK$38,000,000 and HK$37,500,000 respectively. The net proceeds raised per Subscription Share will be approximately HK$0.1875. The net proceeds from the Subscription are intended to be used as the general working capital of the Group for future business development and investment of the Group and repayment of liabilities, namely the indebtedness due to Cordia Global Limited under the convertible notes and promissory notes issued to Cordia Global Limited and under the loan facilities granted by Cordia Global Limited. As at the Latest Practicable Date, there is no specific repayment schedule of liabilities.

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LETTER FROM WALLBANCK BROTHERS

2. Business review of the Group

Table 1 summarized the financial performance of the Group for the three years ended 31 March 2010, as extracted from the Company’s annual report for the financial year ended 31 March 2009 and 2010.

Table 1: Financial performance of the Group

Turnover Gross profit Gross profit margin Profit/(Loss) before taxation Profit/(Loss) after taxation Cash and cash equivalents Net assets Gearing ratio (total interest-bearing borrowings to total assets)	For the year ended 31 March 2010 (audited) HK$’000 14,660 5,381 36.71% (1,641,250) (1,641,281) As at 31 March 2010 (audited) HK$’000 60,148 937,035 8.1%	For the year ended 31 March 2009 (audited) HK$’000 115,531 31,205 27.01% (523) 34 As at 31 March 2009 (audited) HK$’000 7,098 146,240 0%	For the year ended 31 March 2008 (audited) HK$’000 120,550 17,803 14.77% (14,638 ) (14,498 ) As at 31 March 2008 (audited) HK$’000 19,322 48,173 13.8%

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LETTER FROM WALLBANCK BROTHERS

Based on the Company’s annual report for the year ended 31 March 2009 (the “2009 Annual Report”), the Group recorded consolidated turnover of approximately HK$115,531,000, representing an decrease of approximately 4.16% from HK$120,550,000 for the financial year ended 31 March 2008. Profit after taxation amounted to approximately HK$34,000 for the financial year ended 31 March 2009 as compared to the loss after taxation of approximately HK$14,498,000 for the financial year ended 31 March 2008.

As set out in the 2009 Annual Report, the global financial crisis caused by the sub-prime crisis in the US had made the Company’s garment and premium business facing a difficult period, and the turnover of garment and premium business reduced approximately 25.55%. The reduction in total turnover has been narrowed by the new source of income of the Group, digital television technology services business, which was acquired by the Group in April 2008. The new business has a higher profit margin and the overall gross profit has increased by 75.28% from HK$17,803,000 for the financial year ended 31 March 2008 to HK$31,205,000 for the financial year ended 31 March 2009.

As stated in the 2009 Annual Report, the Group acquired 51% interests in DTVChina, Inc. and its subsidiaries, EnReach Information Technology (Shanghai) Company Limited in April 2008, so as to enter into digital television broadcasting industry in the PRC.

The net asset of the Group was therefore increased by 203.57% to approximately HK$146,240,000 as at 31 March 2009 from the value of approximately HK$48,173,000 as at 31 March 2008. The Group’s cash and cash equivalents as at 31 March 2009 were approximately HK$7,098,000 (31 March 2008: approximately HK$19,322,000).

According to the 2009 Annual Report, the Group’s gearing ratio, which is calculated as the total interest-bearing borrowings divided by total assets, was 0% as at 31 March 2009. (31 March 2008: approximately 13.8%.)

Based on the Company’s annual report for the year ended 31 March 2010 (the “2010 Annual Report”), the Group recorded consolidated turnover of approximately HK$14,660,000, representing a decrease of approximately 87.31% from HK$115,531,000 for the ended 31 March 2009. Loss after taxation amounted to approximately HK$1,641,281,000 for the financial year ended 31 March 2010 as compared to the profit after taxation of approximately HK$34,000 for the financial year ended 31 March 2009.

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LETTER FROM WALLBANCK BROTHERS

According to the 2010 Annual Report, the decrease in turnover was mainly due to the discontinued operations of garment and premium business in August 2009, and a drop in turnover of the business of digital television technology services. The turnover of the Group for the year under review was solely generated from digital television technology services. The negative financial impact as a consequence of the global financial crisis had deeply hindered the digital television technology services business. The growth of the digital television technology services industry was not as rapid as expected by the Company.

According to the 2010 Annual Report, In May 2009, the Group had completed the acquisition of 90% interest in Langfeld Enterprises Limited, (“Langfeld”) which held 70% interest of its subsidiary, LLC “Shakhta Lapichevskaya” which, in turn, owns a coal mine in Russia Federation. In order to improve the production efficiency and strengthen the control over the coal resources in the Russian subsidiary, the Group, through Langfeld, acquired the remaining 30% interest in LLC “Shakhta Lapichevskaya” in February 2010. As a result, the Group’s net assets increased to approximately HK$937,035,000, representing approximately 6.41 times of the previous year. (31 March 2009: approximately HK$146,240,000)

In addition, the consideration of the acquisition of the remaining 30% interest in LLC “Shakhta Lapichevskaya” is not yet fully settled by the Group, the aforesaid consideration is payable upon the fulfillment of the conditions as disclosed in the circular of the Company dated 19 January 2010. The Group is obligated to finance the acquisition by its internal resources and/or the loan facilities provided by Cordia as disclosed in the announcement of the Company dated 21 October 2009.

According to the 2010 Annual Report, the Group’s gearing ratio, which is calculated as the total interest-bearing borrowings divided by total assets, was approximately 8.1% as at 31 March 2010. (31 March 2009: 0%)

3. Principal terms of the Subscription Agreement

The following are the principal terms of the Subscription Agreement

Date: 27 October 2010 Parties : (i) the Company (ii) Goldwyn Subscription Shares: The number of 200,000,000 Subscription Shares represent (i) approximately 10.31% of the existing issued share capital of the Company of 1,940,413,060 Shares as at the Latest Practicable Date; and (ii) approximately 9.34% of the issued share capital of the Company of 2,140,413,060 Shares as enlarged by the Subscription, assuming no further new Shares will be issued or repurchased before the completion of the Subscription.

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LETTER FROM WALLBANCK BROTHERS

Subscription Price:

The Subscription Price is HK$0.19 per Share. The Subscription Price has been determined with reference to the prevailing market price of the Share and has been negotiated on an arm’s length basis between the Company and Goldwyn.

Lock-up undertaking:

According to the Subscription Agreement, Goldwyn undertakes to the Company that between the date of the Subscription Agreement and the date which is 365 days after the completion date of the Subscription (both dates inclusive), it will not, and will procure that none of its nominees, companies controlled by it and trusts associated with it (whether individually or together and whether directly or indirectly) and affiliates will (i) offer, lend, pledge, issue, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Subscription Shares or any interests therein beneficially owned or held by Goldwyn or any securities convertible into or exercisable or exchangeable for or substantially similar to any such Subscription Shares or interests or (ii) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of such Subscription Shares, whether any such transaction described in (i) or (ii) above is to be settled by delivery of Subscription Shares or such other securities, in cash or otherwise or (iii) announce any intention to enter into or effect any such transaction described in (i) or (ii) above, unless with the prior written consent of the Company. For the purpose of enforcing the lock-up undertaking, Goldwyn agrees that the share certificates for the Subscription Shares shall be held in escrow by the Company during the lock-up period.

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LETTER FROM WALLBANCK BROTHERS

4. Other financing alternatives

We have enquired into the Directors of other methods in order for the Group to raise capital to meet its financial requirements. In this regard, the Directors advised that, the interest expenses to be borne by the Company will be inevitably incurred, possibly expanding the Company’s loss position. Furthermore, a loan obtained from banks will eventually have to be repaid sometime in the future. In fact, it is difficult for the Company to obtain further debt financing as the banks will be reluctant to offer bank loans and credit facilities to the Group in view of loss suffered by the Company for the previous year and lack of other property to be used as security for such financing.

In addition to bank financing, common means of equity financing include open offer and rights issue. Although the Shareholders can maintain their respective pro-rata shareholdings in the Company under open offer and rights issue, the Directors were of the view that an underwriter will typically require a commission of generally between 2% and 5% of funds underwritten and any arm’s length underwriting is normally subject to standard force majeure clause in favour of the underwriter. On the contrary, there is no force majeure clause included in the Subscription Agreement. Moreover, given the current financial position of the Group, the Group would have difficulties in procuring commercial underwriting. Thus, we consider it is reasonable for the Group to seize the first available funding opportunity by way of the Subscription given the difficulty in procuring commercial underwriting.

The Directors represented that they have considered other fund raising methods but in consideration of the expenses to be incurred by the Company from bank financing and other factors having been concerned as discussed above, in such circumstances, consider the Subscription to be the most beneficial fund raising method for the Company. It is fair and reasonable to infer that the above said Directors’ representation is not unreasonable.

5. Basis of the Subscription Price

The Subscription Price of HK$0.19 per Share represents:

(i) a premium of approximately 6.15% to the closing price of HK$0.179 per Share as quoted on the Stock Exchange on the date of the Subscription Agreement;
(ii) a premium of approximately 3.04% to the average closing price per Share of HK$0.1844 as quoted on the Stock Exchange for the last five consecutive trading days prior to the date of the Subscription Agreement; and
(iii) a premium of approximately 1.17% to the average closing price per Share of HK$0.1878 as quoted on the Stock Exchange for the last ten consecutive trading days prior to the date of the Subscription Agreement.

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LETTER FROM WALLBANCK BROTHERS

6. Review on Share prices performance

Set out below is a chart of historical closing prices of the Shares as quoted on the Stock Exchange for the period of six full calendar months commencing from 27 April 2010 up to the date of the Subscription Agreement (the “ Review Period ”).

Chart 1: Historical share price performance of the Company

==> picture [393 x 223] intentionally omitted <==

Source: http://www.hkex.com.hk

During the Review Period, the average closing price of the share is approximately HK$0.192 with the lowest closing price of the Shares of HK$0.082 recorded on 25, 26 and 27 August 2010 and the highest closing price of the Shares of HK$0.375 recorded on 16 September 2010. The Subscription Price of HK$0.19 represents a premium of approximately 131.71% over such lowest closing price and a discount of approximately 49.33% to such highest closing price. It is fair and reasonable to infer that the Subscription Price is fair and reasonable as it is within the price range for the Review Period and close to the average closing price of the share for the Review Period.

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LETTER FROM WALLBANCK BROTHERS

7. Review on trading liquidity of the Shares

Chart 2 and Table 2 below set out the historical trading volume of the Shares as quoted on the Stock Exchange for the Review Period and the average daily turnover per month and the respective percentages of the Shares’ average daily turnover as compared to the total number of Shares in issue as at the Latest Practicable Date and the total number of Shares held by the Independent Shareholders as at the Latest Practicable Date of the Group during the Review Period respectively:

==> picture [362 x 184] intentionally omitted <==

Table 2: Historical trading volume of the Shares

			Percentage of
			average daily
		Percentage of	turnover to
		average daily	total number
		turnover to	of Shares
		total number	held by
	Average	of Shares	the Independent
Month	daily turnover	in issue	Shareholders
		(Note 1)	(Note 2)
	(in number of Shares)	(%)	(%)
April (from 27 April 2010
to 30 April 2010)	13,765,325	0.71%	0.99%
May	12,347,000	0.64%	0.89%
June	6,253,162	0.32%	0.45%
July	11,422,429	0.59%	0.82%
August	22,026,036	1.14%	1.58%
September	197,125,445	10.16%	14.18%
October (from 4 October 2010
to 27 October 2010)	59,580,889	3.07%	4.29%
Average	50,156,314	2.58%	3.31%

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LETTER FROM WALLBANCK BROTHERS

Notes:

(1) Based on the total number of issued shares of 1,940,413,060 Shares as at the Latest Practicable Date.
(2) Based on the total number of issued shares held by the Independent Shareholders of 1,390,053,060 Shares as at the Latest Practicable Date.

Source: http://www.hkex.com.hk

During the Review Period, save and except for the month of September 2010, the daily average trading volume of the Shares was traded well below 5% of the total issued shares of the Group and the issued shares of the Group held by the Independent Shareholders. The maximum daily trading occurred on 14 September 2010, the date immediately after the release of the update announcement regarding the acquisition of coal mine in Russian federation, with a trading volume of 1,155,408,950 Shares and accounted for approximately 59.54% and 81.91% of the total issued shares and shares held by Independent Shareholders respectively.

The aggregate amount of the Subscription Shares represent approximately 3.99 times of the average daily trading volume for the Review Period. Based on the above, it is fair and reasonable to consider that this was relatively thin during the Review Period.

8a. Comparison on basis with identifiable connected subscriptions

We have compared the Subscription Price to the subscription prices of subscriptions for new shares involving companies listed on the Stock Exchange with their connected persons during the recent 6 months from 27 April 2010 to the date of the Subscription Agreement (the “Connected Subscription Comparables”). To the best of our knowledge and based on the information from the Stock Exchange, we understand that there is no company listed on Main Board that is engaged in identical business and with same financial position as the Company. In order to ensure that there is reasonable number of comparable companies even though they are not in similar business with the Company, we have, to the best of our effort, knowledge and endeavor, selected and identified the all 5 identifiable Connected Subscription Comparables below from the Stock Exchange to compare the discounts of their respective subscription/placing price per share to (i) the closing price per share on the date of release of the relevant announcement; (ii) the average closing price per share for the last five consecutive trading days prior to the release of the relevant announcement; and (iii) the average closing price per share for the last ten consecutive trading days prior to the release of the relevant announcement as shown in the following Table 3 below.

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LETTER FROM WALLBANCK BROTHERS

Table 3: Connected Subscription Comparables

					Approximate	Approximate
				Approximate	Premium/	Premium/
				Premium/	(discount) of	(discount) of
				(discount) of	placing/	placing/
				placing/	subscription	subscription
				subscription	price per share	price per share
				price per share	over/(to) the	over/(to) the
				over/(to) the	average closing	average closing
				closing price	price per share	price per share
				per share on	for the last five	for the last ten
				the last	consecutive	consecutive
				trading day	trading days	trading days
			Placing/	prior to the	prior to the	prior to the
			Subscription	release of the	release of the	release of the
Date of		Stock	price per	relevant	relevant	relevant
announcement	Company Name	Code	share	announcement	announcement	announcement
			(HK$)	(%)	(%)	(%)
19/05/2010	Doxen Energy Group Ltd.	668	1.00	(42.9)	(44.1)	(46.7)
16/06/2010	Apollo Solar Energy
	Technology Holdings Ltd.	566	0.239	(65.36)	(67.08)	(66.81)
22/06/2010	Omnicorp Ltd.	94	1.82	1.68	1.11	(0.55)
08/07/2010	Semiconductor Manufacturing
	International Corporation	981	0.52	(5.77)	(7.31)	(5.77)
30/09/2010	Sewco International Holdings Ltd.	209	1.05	0.96	3.96	8.25
			highest	1.68	3.96	8.25
			average	(22.28)	(22.68)	(22.32)
			lowest	(65.36)	(67.08)	(66.81)
27/10/2010	The Company	1142	0.19	6.15	3.04	1.17

We note from the above that the placing/subscription price of the Connected Subscription Comparables ranged from (i) a maximum premium of approximately 1.68% to a maximum discount of approximately 65.36% to the closing price on the last trading day prior to the release of the relevant announcement with an average discount of approximately 22.28%; (ii) a maximum premium of approximately 3.96% to a maximum discount of approximately 67.08% to the average closing price for the last five consecutive trading days prior to the release of the relevant announcement with an average discount of approximately 22.68%; and (iii) a maximum premium of approximately 8.25% to a maximum discount of approximately 66.81% to the average closing price for the last ten consecutive trading days prior to the release of the relevant announcement with an average discount of approximately 22.32%.

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LETTER FROM WALLBANCK BROTHERS

We note that the premium of approximately 6.15% of the Subscription Price to the closing price on the date of the Subscription Agreement; (ii) the premium of approximately 3.04% of the Subscription Price to the average closing price for the last five consecutive trading days prior to the date of the Subscription Agreement; and (iii) the premium of approximately 1.17% of the Subscription Price to the average closing price for the last ten consecutive trading days prior to the date of the Subscription Agreement are within the range of the Connected Subscription Comparables and are above the comparable average.

In view of the above, it is fair and reasonable to infer that the Subscription Price is fair and reasonable as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole.

8b. Comparison on basis with identifiable independent subscriptions

To further assess the fairness and reasonableness of the Subscription Price, we have also compared the Subscription Price with the subscription prices for new shares involving subscription by or placement to an independent third party during the recent one month from 27 September 2010 to the date of the Subscription Agreement (the “Independent Subscription Comparables”). To the best of our effort, knowledge and endeavor, we have selected and identified the all 29 identifiable Independent Subscription Comparables from the Stock Exchange for comparison purposes as shown in Table 4 below:

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LETTER FROM WALLBANCK BROTHERS

Table 4: Independent Subscription Comparables

				Approximate	Approximate	Approximate
				Premium/	Premium/	Premium/
				(discount) of	(discount) of	(discount) of
				placing/	placing/	placing/
				subscription	subscription	subscription
				price per	price per	price per
				share over/	share over/(to)	share over/(to)
				(to) the	the average	the average
				closing price	closing price	closing price
				per share on	per share for	per share for
				the last	the last five	the last ten
				trading day	trading days	trading days
			Placing/	prior to the	prior to the	prior to the
			Subscription	release of the	release of the	release of the
Date of		Stock	price per	relevant	relevant	relevant
announcement	Company Name	Code	share	announcement	announcement	announcement
			(HK$)	(%)	(%)	(%)
28/09/2010	Vinda International Holdings Ltd.	3331	9.500	(3.10)	(0.20)	(0.10)
29/09/2010	Beijing Yu Sheng Tang Pharmaceutical	1141	0.285	(17.39)	(18.10)	(18.10)
	Group Ltd.
29/09/2010	Freeman Corporation Ltd.	279	0.320	(15.79)	(7.78)	(3.90)
29/09/2010	Sewco International Holdings Ltd.	209	1.050	0.96	3.96	8.25
30/09/2010	New Media Group Holdings Ltd.	708	0.750	(6.25)	3.88	13.98
04/10/2010	Siberian Mining Group Co. Ltd.	1142	0.225	(15.09)	(18.48)	(23.08)
05/10/2010	Heritage International Holdings Ltd.	412	0.102	(14.29)	(13.56)	(14.29)
05/10/2010	Ching Hing (Holdings) Ltd.	692	0.275	(14.06)	(16.67)	(18.40)
06/10/2010	China Everbright Ltd.	165	18.000	(7.12)	(4.15)	(3.64)
10/10/2010	Siberian Mining Group Co. Ltd.	1142	0.200	(14.16)	(19.16)	(23.58)
13/10/2010	Victory City International Holdings Ltd.	539	1.830	(12.02)	(9.41)	(4.69)
13/10/2010	Sino Dragon New Energy Holdings Ltd.	395	0.324	(17.97)	(19.80)	(18.18)
14/10/2010	CASH Financial Services Group Ltd.	510	1.070	(9.32)	(14.26)	(11.50)
14/10/2010	Siberian Mining Group Co. Ltd.	1142	0.172	(15.69)	(17.47)	(26.62)
14/10/2010	China Rare Earth Holdings Ltd.	769	3.950	(10.02)	(7.71)	3.05
15/10/2010	Value Partners Group Ltd.	806	5.680	(8.97)	(4.79)	(1.53)
15/10/2010	China Yunnan Tin Minerals Group Co. Ltd.	263	0.100	(7.41)	13.64	16.28
15/10/2010	Lee’s Pharmaceutical Holdings Ltd.	950	2.800	(1.80)	(0.30)	(0.70)
18/10/2010	ABC Communications (Holdings) Ltd.	30	1.150	(10.16)	(11.54)	(9.66)
19/10/2010	PetroAsian Energy Holdings Ltd.	850	0.550	(15.38)	(14.86)	(15.12)
20/10/2010	Hao Tian Resources Group Ltd.	474	0.900	(10.89)	(5.86)	(6.05)
21/10/2010	SMI Corporation Ltd.	198	0.480	(18.64)	(13.04)	(12.73)
21/10/2010	Sinocop Resources (Holdings) Ltd.	476	0.400	(10.11)	(1.96)	0.25
21/10/2010	Freeman Corporation Ltd.	279	0.275	(14.06)	(18.40)	(19.00)
24/10/2010	Birmingham International Holdings Ltd.	2309	0.200	(4.76)	(39.76)	(42.03)
24/10/2010	Sino Oil and Gas Holdings Ltd.	702	0.450	(11.80)	(12.60)	(10.36)
25/10/2010	Global Green Tech Group Ltd.	274	0.120	(16.70)	(19.00)	(20.53)
26/10/2010	China Gas Holdings Ltd.	384	4.270	(6.10)	(7.51)	(5.94)
26/10/2010	National Investments Fund Ltd.	1227	0.430	(7.53)	7.33	1.18
			highest	0.96	13.64	16.28
			average	(10.88)	(9.92)	(9.30)
			lowest	(18.64)	(39.76)	(42.03)
27/10/2010	The Company	1142	0.190	6.15	3.04	1.17

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LETTER FROM WALLBANCK BROTHERS

We note from the above that the placing/subscription price of the Independent Subscription Comparables ranged from (i) a maximum premium of approximately 0.96% to a maximum discount of approximately 18.64% to the closing price on the last trading day with an average discount of approximately 10.88%; (ii) a maximum premium of approximately 13.64% to a maximum discount of approximately 39.76% to the average closing price for the last five consecutive trading days prior to the release of the relevant announcement with an average discount of approximately 9.92%; and (iii) a maximum premium of approximately 16.28% to a maximum discount of approximately 42.03% to the average closing price for the last ten consecutive trading days prior to the release of the relevant announcement with an average discount of approximately 9.30%.

We note that (i) the premium of approximately 6.15% of the Subscription Price to the closing price on the date of the Subscription Agreement; (ii) the premium of approximately 3.04% of the Subscription Price to the average closing price for the last five consecutive trading days prior to the date of the Subscription Agreement; and (iii) the premium of approximately 1.17% of the Subscription Price to the average closing price for the last ten consecutive trading days prior to the date of the Subscription Agreement are within the range of the Independent Subscription Comparables and are above the comparable average.

We wish to highlight that the above comparisons with the Connected Subscription Comparables and Independent Subscription Comparables are for illustrative purposes only, as each of the Connected Subscription Comparables and Independent Subscription Comparables may not be entirely comparable to the Subscription, given the respective companies may not be direct comparable with the Company in terms of the geographical spread of activities, scale of operations, asset base, market capitalization, risk profile, track record, composition of their business activities, future prospects and other relevant criteria. All these factors may affect the valuation of a company as indicated by the varied range of result in our comparison.

– 27 –

LETTER FROM WALLBANCK BROTHERS

9. Fund raising activities of the Company in the past twelve months

Set out below is the fund raising activities conducted by the Company in the past twelve months prior to the Latest Practicable Date:

			Intended use of
			proceeds as	Actual use of
Date of			stated in the	proceeds/
announcement	Event	Net Proceeds	announcement	Remarks
1 February 2010	Placing of	Approximately	General working	All proceeds had
	2,000,000,000	HK$56 million	capital	been used for
	new Shares			repayment of
				non-current
				liabilities and
				general corporate
				expenses
22 April 2010	Placing of	Expected to be	Repayment of	The placing
	224,000,000	approximately	liabilities,	was finally
	new Shares	HK$78 million	development of	terminated
			coal mine and
			general working
			capital
4 October 2010	Placing of	Approximately	General working	All proceeds
	60,000,000	HK$13.5 million	capital, repayment	had been used
	new Shares		of liabilities and	as intended for
			future business	repayment of
			development	liabilities of
				the Company
9 October 2010	Placing of	Approximately	General working	All proceeds
	120,000,000	HK$22.3 million	capital, repayment	had been used
	new Shares		of liabilities and	as intended for
			future business	repayment of
			development	liabilities of
				the Company
14 October 2010	Placing of	Approximately	General working	All proceeds
	100,000,000	HK$16 million	capital, repayment	had been used
	new Shares		of liabilities and	as intended as
			future business	general working
			development	capital and
				repayment of
				liabilities of
				the Company

Save and except for the above, the Company had not conducted any other fund raising activities in the past twelve months immediately prior to the Latest Practicable Date.

We have not performed any due diligence on the actual use of proceeds. We have relied on the representation made by the Company.

– 28 –

LETTER FROM WALLBANCK BROTHERS

10. Financial effects of the Subscription

(i) Net assets

According to the 2010 Annual Report, the audited consolidated net assets attributable to Shareholders as at 31 March 2010 was approximately HK$937,035,000. Upon completion of the Subscription, the consolidated net assets attributable to Shareholders is expected to increase by HK$37,500,000, being the net proceeds from the Subscription.

(ii) Working Capital

According to the 2010 Annual Report, the Group had cash and bank balance of approximately HK$60,148,000 as at 31 March 2010. Upon completion of the Subscription, the cash and bank balance of the Group is expected to increase by HK$37,500,000, being the net proceeds from the Subscription.

(iii) Gearing

According to the 2010 Annual Report, the gearing ratio of the Group, which is calculated as the total interest-bearing borrowings divided by total assets, was 8.1% as at 31 March 2010. Upon completion of the Subscription, the gearing ratio of the Group would have been improved as a result of the enlarged total assets base.

11. Dilution effect of the Subscription

The following table summarises the effects on the shareholding structure of the Company pursuant to the Subscription:

Shareholders Goldwyn Cordia Global Limited_(Note 1) DTV China Holdings Limited(Note 2)_ Co An Other Public Shareholders Total	As at the Latest Practicable Date No. of Shares % 28,000,000 1.44 375,070,000 19.33 16,000,000 0.82 131,290,000 6.77 1,390,053,060 71.64 1,940,413,060 100.00	Upon the completion of the Subscription Agreement No. of Shares % 228,000,000 10.65 375,070,000 17.52 16,000,000 0.75 131,290,000 6.13 1,390,053,060 64.95 2,140,413,060 100.00	Upon the completion of the Subscription Agreement No. of Shares % 228,000,000 10.65 375,070,000 17.52 16,000,000 0.75 131,290,000 6.13 1,390,053,060 64.95 2,140,413,060 100.00
			100.00

Notes:

(1) Cordia Global Limited is wholly and beneficially owned by Mr. Choi Sungmin, a business consultant of Grandvest International Limited, a wholly owned subsidiary of the Company.
(2) DTV China Holdings Limited is wholly and beneficially owned by Mr. Li Yi Nan, a director of a non-wholly owned subsidiary of the Company, DTVChina, Inc.

– 29 –

LETTER FROM WALLBANCK BROTHERS

The Subscription Shares represent approximately 10.31% of the existing issued share capital of the Company of 1,940,413,060 Shares as at the Latest Practicable Date and approximately 9.34% of the issued share capital of the Company of 2,140,413,060 Shares as enlarged by the Subscription. As noted from the table set out above, upon completion of the Subscription, the shareholdings of the existing public Shareholders will be diluted to 64.95% from 71.64% as at the Latest Practicable Date.

Although the shareholding interests of the public shareholders are subject to dilution of certain extent as a result, as balanced by (i) the poor financial performance of the Group in the pervious year; (ii) an opportunity to raise capital for the Company while broadening the capital base of the Company for capture any appropriate capital raising or investment or business opportunity when they arise; and (iii) the Subscription can better align the interest of Mr. Lim Ho Sok with that of the Company by increasing Goldwyn shareholding in the Company and will serve the purpose of incentivising Mr. Lim Ho Sok, it is fair and reasonable to infer that the said dilution in shareholding of the public shareholders maybe acceptable.

12. Listing Rules Implications

Goldwyn is wholly and beneficially owned by Mr. Lim Ho Sok, an executive Director and chairman of the Company. Accordingly, the Subscription constitutes a connected transaction for the Company under the Listing Rules. As the highest percentage ratio under Rule 14.07 of the Listing Rules exceeds 5% and the consideration exceeds HK$10,000,000, the Subscription Agreement constitutes a non-exempted connected transaction for the Company and is subject to the reporting and announcement requirements and required the approval of the Independent Shareholders. Completion of the Subscription pursuant to a specific mandate is therefore subject to, among other things, approval of the Independent Shareholders by way of poll at the EGM.

– 30 –

LETTER FROM WALLBANCK BROTHERS

RECOMMENDATION

Having considered the above principal factors and reasons and Directors’ representations, on balance, we are of the opinion that in such circumstance of the Group and in this stage, the Subscription Agreement is on normal commercial terms, in the ordinary and usual course of business and is fair and reasonable so far as the Independent Shareholders are concerned and the Subscription is in the interest of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Shareholders, and also recommend the Independent Board Committee to advise the Independent Shareholders, to vote in favour of the resolution approving the Subscription at the EGM.

(II) Grant of New General Mandate

1. Background to the grant of New General Mandate

Based on the AGM held on 5 August 2010, the Shareholders approved, among other things, an ordinary resolution to grant to the Directors the Existing General Mandate to allot up to 283,332,612 Shares, representing 20% of the entire issued share capital of the Company of 1,416,663,060 Shares as at the date of the AGM.

From the date of the granting of the Existing General Mandate to the Latest Practicable Date, the Existing General Mandate had been utilized as to 280,000,000 Shares, representing approximately 98.82% of Existing General Mandate. The number of new Shares that can be issued under the remaining balance of the Existing General Mandate is 3,332,612 Shares, representing approximately 1.18% of the Existing General Mandate Given the Existing General Mandate has mostly been utilized as at the Latest Practicable Date, the Directors propose to seek the approval of the Independent Shareholders at the EGM for the grant of the New General Mandate to maintain the financial flexibility necessary for capture any appropriate capital raising or investment or business opportunity when they arise. An ordinary resolution will be proposed to the Shareholders to approve (i) the granting of the New General Mandate to authorize the Directors to allot, issue and deal with 388,082,612 new Shares, being the number of shares not exceeding 20% of the issued share capital of the Company of 1,940,413,060 Shares as at the Latest Practicable Date, on the date of the EGM for passing such resolution, assuming that there being no further issue or repurchase of Shares between the Latest Practicable Date and the date of the EGM; and (ii) the New General Mandate be extended to Shares repurchased by the Company pursuant to the repurchase mandate granted to the Directors at the AGM.

– 31 –

LETTER FROM WALLBANCK BROTHERS

2. Reasons for the grant of New General Mandate

According to the Letter from the Board, the Existing General Mandate has almost fully utilised by the fund raising activities as disclosed in the section “Fund raising activities in the past twelve months” in this circular.

3. Fund raising activities of the Company in the past twelve months

Set out below is the equity fund raising activity conducted and concluded by the Company in the past twelve months prior to the Latest Practicable Date:

			Intended use of
			proceeds as
Date of			stated in the	Actual use of
announcement	Event	Net Proceeds	announcement	proceeds/Remarks
1 February 2010	Placing of	Approximately	General working	All proceeds had been
	2,000,000,000	HK$56 million	capital	used for repayment of
	new Shares			non-current liabilities
				and general corporate
				expenses
22 April 2010	Placing of	Expected to be	Repayment of	The placing was finally
	224,000,000	approximately	liabilities,	terminated
	new Shares	HK$78 million	development of
			coal mine and
			general working
			capital

– 32 –

LETTER FROM WALLBANCK BROTHERS

			Intended use of
			proceeds as
Date of			stated in the	Actual use of
announcement	Event	Net Proceeds	announcement	proceeds/Remarks
4 October 2010	Placing of	Approximately	General working	All proceeds had been
	60,000,000	HK$13.5 million	capital, repayment	used as intended for
	new Shares		of liabilities and	repayment of liabilities
			future business	of the Company
			development
9 October 2010	Placing of	Approximately	General working	All proceeds had been
	120,000,000	HK$22.3 million	capital, repayment	used as intended for
	new Shares		of liabilities and	repayment of liabilities
			future business	of the Company
			development
14 October 2010	Placing of	Approximately	General working	All proceeds had been
	100,000,000	HK$16 million	capital, repayment	used as intended as
	new Shares		of liabilities and	general working capital
			future business	and repayment of
			development	liabilities of the
				Company

Save and except for the above, the Company had not conducted and concluded any other equity fund raising activity in the past twelve months immediately prior to the Latest Practicable Date.

We have not performed any due diligence on the actual use of proceeds. We have relied on the representation made by the Company.

4. Status of utilization of the Existing General Mandate

At the AGM held on 5 August 2010, the Shareholders approved, among other things, an ordinary resolution to grant to the Directors the Existing General Mandate to allot up to 283,332,612 Shares, representing 20% of the entire issued share capital as at the date of the AGM.

From the date of AGM to the Latest Practicable Date, the Existing General Mandate has been utilized as to 280,000,000 Shares, representing approximately 98.82% of the Existing General Mandate. The number of new Shares that can be issued under the remaining balance of the Existing General Mandate is 3,332,612 Shares, representing approximately 1.18% of the Existing General Mandate

– 33 –

LETTER FROM WALLBANCK BROTHERS

5. Other alternatives of financing

We are represented that it is the Directors’ belief that the New General Mandate will provide the Company with an additional alternative of equity funding when there is funding requirement or when any business opportunities arise in the future. It is reasonable to suggest that the New General Mandate could enhance the financing flexibility of the Company to raise equity funds, if and when required, by way of the issuance of new Shares and/or convertible instruments for further development of the Group.

In addition, at present although the Directors have no concrete plan for exercising the New General Mandate to issue and allot Shares at the moment, the Board believes that the grant of the New General Mandate is in the interests of the Company and the Shareholders as a whole by virtue of maintaining the financial flexibility for the Group’s future business development and opportunities which may arise at any time particularly in light of the fact that the next annual general meeting of the Company is not likely to be convened before August 2011. Should any of such prospective investment opportunities arise that would require the issuance of new Shares, a specific mandate will need to be sought, the Directors are uncertain as to whether the requisite approval from Shareholders or Independent Shareholders, as the case may be, could be obtained in a timely manner. In addition, the New General Mandate offers an opportunity for the Directors to capture the current optimistic market sentiment to raise funds by issuing new Shares and/or convertible instruments.

On the above basis, it is fair and reasonable for the Directors to hold the view that the New General Mandate would offer the Group greater flexibility to capture any appropriate capital raising or investment or business opportunity when they arise. Accordingly, there are grounds for the Directors to propose the grant of the New General Mandate at the EGM.

6. Potential dilution to shareholding structure of the Company

Based on information available from public source and from the Directors, we set out below a table depicting the shareholding structure of the Company as at the Latest Practicable Date and upon full utilization of the New General Mandate:

Shareholders Goldwyn Cordia Global Limited_(Note 1) DTV China Holdings Limited(Note 2)_ Co An Shares to be issued under the New General Mandate Other Public Shareholders Total	As at the Latest Practicable Date No. of Shares % 28,000,000 1.44 375,070,000 19.33 16,000,000 0.82 131,290,000 6.77 1,390,053,060 71.64 1,940,413,060 100.00	Upon the full utilization of the New General Mandate No. of Shares % 28,000,000 1.20 375,070,000 16.11 16,000,000 0.69 131,290,000 5.64 388,082,612 16.67 1,390,053,060 59.69 2,328,495,672 100%	Upon the full utilization of the New General Mandate No. of Shares % 28,000,000 1.20 375,070,000 16.11 16,000,000 0.69 131,290,000 5.64 388,082,612 16.67 1,390,053,060 59.69 2,328,495,672 100%
			100%

– 34 –

LETTER FROM WALLBANCK BROTHERS

Notes:

(1) Cordia Global Limited is wholly and beneficially owned by Mr. Choi Sungmin, a business consultant of Grandvest International Limited, a wholly owned subsidiary of the Company.
(2) DTV China Holding Limited is wholly and beneficially owned by Mr. Li Yi Nan, a director of a non-wholly owned subsidiary of the Company, DTVChina Inc.

Assuming that (i) the grant of the New General Mandate will be approved at the EGM; (ii) no Shares will be repurchased and no new Shares will be issued from the Latest Practicable Date up to the date of the EGM (both dates inclusive); and (iii) upon full utilization of the New General Mandate, 388,082,612 Shares are to be issued, representing approximately 20% of the existing issued share capital of the Company as at the Latest Practicable Date and approximately 16.67% of the issued share capital of the Company as enlarged respectively. The aggregate shareholding of the existing public Shareholders will be diluted from approximately 71.64% to approximately 59.69% upon full utilization of the New General Mandate.

Taking into consideration that the New General Mandate will increase the amount of capital which may be raised thereunder and provides more options to the Group for financing further development of its business as well as other investments/acquisitions as and when such opportunities arise and the fact that the shareholding of all the Shareholders will be diluted to the same extent upon any utilization of the New General Mandate, it is fair and reasonable to infer that the potential dilution to the shareholding of the Shareholders is fair and reasonable.

7. Implication of the Listing Rules

Pursuant to Rule 13.36(4) of the Listing Rules, the grant of the New General Mandate will be subject to the Independent Shareholders’ approval by way of a poll at the EGM whereby any controlling Shareholders and their associates or, where there are no controlling Shareholders, Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour. As at the Latest Practicable Date, there were no controlling Shareholders and therefore, Goldwyn, being a company wholly owned by Mr. Lim Ho Sok, the executive Director, and its associates, who controlled or were entitled to exercise control over the voting right in 28,000,000 Shares on the Latest Practicable Date, shall abstain from voting in favour of the grant of the New General Mandate.

– 35 –

LETTER FROM WALLBANCK BROTHERS

8. Terms of the New General Mandate

In compliance with Rule 13.36 (3) of the Listing Rules, the Existing General Mandate will be revoked upon approval at the EGM of the New General Mandate which will be and continue to be in force until the earliest of (i) the conclusion of the Company’s next annual general meeting; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law to be held; and (iii) the revocation or variation of the authority given under the relevant resolution to be proposed at the EGM by ordinary resolution of the Shareholders in general meeting.

In view of the said provisions and requirements of the Listing Rules, we have reasons to believe that there to be sufficient control and measures to guide the refreshment of the Existing General Mandate and the continuity of the New General Mandate. In this respect, it is fair and reasonable to hold the view that the terms of the refreshment of the Existing General Mandate are fair and reasonable so far as the Independent Shareholders are concerned.

RECOMMENDATION

Having considered the above principal factors and reasons and Directors’ representations, on balance, we are of the opinion that in such circumstance of the Group in this stage, the grant of the New General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and in the interest of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Shareholders, and also recommend the Independent Board Committee to advise the Independent Shareholders, to vote in favour of the resolution approving the grant of the New General Mandate at the EGM.

Yours faithfully, For and on behalf of WALLBANCK BROTHERS Securities (Hong Kong) Limited Phil Chan Chief Executive Officer

– 36 –

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. SHARE CAPITAL

The authorised and issued share capital of the Company as at the Latest Practicable Date was as follows:

Authorised: 100,000,000,000 Shares of HK$0.01 each Issued and fully paid: 1,940,413,060 Shares of HK$0.01 each	HK$ 1,000,000,000.00

	HK$ 19,404,130.60

3. DISCLOSURE OF INTERESTS

(a) Interests of Directors

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executives of the Company in the Shares, underlying Shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO), the Model Code for Securities Transactions by Directors of Listed Companies and which were required to be entered into the register required to be kept under section 352 of the SFO were as follows:—

			Approximate
		Number of	percentage of
Name	Capacity	Shares interested	shareholding
Lim Ho Sok	Interest of controlled	28,000,000	1.44%
	corporation	(Note)

Note: These Shares are held by Goldwyn which is wholly-owned by Mr. Lim Ho Sok, the executive Director and chairman of the Company as at the Latest Practicable Date.

– 37 –

APPENDIX

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executives of the Company had any interests and short positions in the Shares, underlying Shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO), the Model Code for Securities Transactions by Directors of Listed Companies and which were required to be entered into the register required to be kept under section 352 of the SFO.

(b) Interests of Shareholders

As at the Latest Practicable Date, so far as is known to the Directors and the chief executives of the Company, the following persons (other than a Director or chief executive of the Company) had an interest or short position in the Shares and underlying Shares which fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who are, directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at a general meeting of any member of the Group.

(1) Long positions in Shares and underlying shares of equity derivatives of the Company

			Approximate
		Number of	percentage of
Name	Capacity	Shares interested	shareholding
Cordia Global Limited	Beneficial owner	375,070,000	19.33%
	Beneficial owner	36,189,000,000	1865.02%
		(Note)

Note: These are the conversion shares to be issued and allotted to Cordia Global Limited upon satisfaction of all the outstanding conditions as set out in the circulars of the Company dated 31 December 2009, 19 January 2010 and the announcement of the Company dated 26 October 2010 calculated based on the information available to the Company as at the Latest Practicable Date.
(2) Long positions in shares and underlying shares of the subsidiaries of the Company

			Approximate
		Number of	percentage of
Name	Capacity	Shares interested	shareholding
Cordia Global Limited	Langfeld Enterprises	Beneficially owned	10%
	Limited

– 38 –

GENERAL INFORMATION

APPENDIX

Save as disclosed above, the Directors and the chief executives of the Company are not aware that there is any person (other than a Director or chief executive of the Company) who, as at the Latest Practicable Date, had an interest or short position in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who is, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at a general meeting of any other member of the Group.

4. LITIGATION

As at the Latest Practicable Date, save as the legal proceedings commenced by the Company against its former directors as referred to in the announcement of the Company dated 22 March 2010, neither the Company nor any other members of the Group was engaged in any litigation or arbitration or claim of material importance and no litigation, arbitration or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

5. MATERIAL ADVERSE CHANGES

The Director confirmed that there has been no other material adverse change in the financial or trading position of the Group since 31 March 2010, the date to which the latest published audited consolidated financial statements of the Group was made up.

6. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors has entered into any service agreement with any member of the Group which is not determinable by the Group within one year without payment of compensation, other than statutory compensation.

7. DIRECTOR’S INTERESTS IN THE COMPANY AND ITS SUBSIDIARIES’ ASSETS OR CONTRACTS

As at the Latest Practicable Date:—

(i) none of the Directors, had any direct or indirect interests in any assets which have since 31 March 2010 (being the date to which the latest published audited consolidated financial statements of the Group) been acquired or disposed of by or leased to any members of the Group, or are proposed to be acquired or disposed of by or leased to any members of the Group; and
(ii) none of the Directors was materially interested in any contracts or arrangements entered into by any members of the Group subsisting as at the Latest Practicable Date which is significant in relation to the business of the Group.

– 39 –

GENERAL INFORMATION

APPENDIX

8. COMPETING INTEREST

As at the Latest Practicable Date, none of the Directors and his/her respective associates was considered to have an interest in a business which competes or is likely to compete, either directly or indirectly, with the business of the Group other than those businesses to which the Directors and his/her associates were appointed to represent the interests of the Company and/ or the Group.

9. EXPERT AND CONSENT

The following is the qualification of the experts who have given opinion or advice which are contained in this circular:

Qualification

Name Qualification Wallbanck Brothers a licensed corporation to carry out type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO

The Independent Financial Adviser has given and confirmed that it has not withdrawn its written consent to the issue of this circular with the inclusion of its letter dated 17 November 2010 and/ or references to their name in the form and context in which it appears. The Independent Financial Adviser has further confirmed that as at the Latest Practicable Date, they were not interested in the share capital of any member of the Group, nor did they have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group. They are not interested in any assets which have been, since 31 March 2010 (being the date to which the Company’s latest audited financial statements were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

10. MISCELLANEOUS

(i) The registered office of the Company is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.
(ii) The head office and principal place of business of the Company is 16th Floor, No. 8 Queen’s Road Central, Central, Hong Kong.
(iii) The Company secretary is Ms. Lo Suet Fan who is an associate member of the Hong Kong Institute of Certified Public Accountants and a fellow member of The Association of Chartered Certified Accountants.
(iv) The Hong Kong branch share registrar and transfer office of the Company is Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.
(v) This circular has been prepared in both English and Chinese. In the case of any discrepancy, the English text shall prevail.

– 40 –

GENERAL INFORMATION

APPENDIX

11. DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours from 9:00 a.m. to 6:00 p.m. (save for Saturdays, Sundays and public holidays) at the principal office of business of the Company at 16/F, No. 8 Queen’s Road Central, Central, Hong Kong up to and including the date of the EGM:—

(i) the memorandum and articles of association of the Company;
(ii) the placing and subscription agreements dated 4 October 2010 between Cordia Global Limited, the Company and KGI Capital Asia Limited in relation to a top-up placing and subscription of 60,000,000 Shares;
(iii) the placing and subscription agreements dated 9 October 2010 between Cordia Global Limited, the Company and Cheong Lee Securities Limited in relation to a top-up placing and subscription of 120,000,000 Shares;
(iv) the placing and subscription agreements dated 14 October 2010 between Cordia Global Limited, the Company and Cheong Lee Securities Limited in relation to a top-up placing and subscription of 100,000,000 Shares;
(v) the Subscription Agreement;
(vi) the letter from the Independent Board Committee as set out on page 11 of this circular;
(vii) the letter from Wallbanck Brothers as set out on pages 12 to 36 of this circular;

(viii) the written consent of Wallbanck Brothers; and

(ix) this circular.

– 41 –

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

==> picture [98 x 35] intentionally omitted <==

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Siberian Mining Group Company Limited (the “ Company ”) will be held at Meeting Room 1, 7/F, Hongkong International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong at 3:00 p.m. on 3 December 2010 for the purpose of considering and, if thought fit, passing, the following resolutions:

ORDINARY RESOLUTIONS

“ THAT :
(A) the subscription agreement dated 27 October 2010 (the “ Subscription Agreement ”) entered into by between Goldwyn Management Limited (the “ Subscriber ”) and the Company in relation to the subscription for 200,000,000 shares of HK$0.01 each in the share capital of the Company (the “ Subscription Shares ”) at a price of HK$0.19 per Subscription Share (the “ Subscription ”) (a copy of which has been produced to the meeting marked “ A ” and initiated by the chairman of the meeting for identification purpose) and the issue and allotment of the Subscription Shares and the performance by the Company thereof and the transactions contemplated thereby be and are hereby confirmed, ratified and approved; and
(B) any one director of the Company be and is hereby generally and unconditionally authorised to do all such acts and things, to sign and execute all such further documents for and on behalf of the Company by hand, or in case of execution of documents under seal, to do so jointly with any of a second director, a duly authorised representative of the director or the secretary of the Company and to take such steps as he may in his absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the transaction under the Subscription Agreement.”
“ THAT :
(A) subject to paragraph 2(C) below, the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with unissued shares of HK$0.01 each (the “ Shares ”) in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which might require the exercise of such power be and is hereby generally and unconditionally approved;

* For identification purpose only

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

(B) the approval in paragraph 2(A) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
(C) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) an issue of Shares under any options granted under the share option scheme adopted by the Company; (iii) an issue of Shares upon the exercise of subscription rights attached to the warrants which might be issued by the Company; (iv) an issue of Shares in lieu of the whole or part of a dividend pursuant to any scrip dividend scheme or similar arrangement in accordance with the Articles of Association of the Company; and (v) any adjustment, after the date of grant or issue of any options, rights to subscribe or other securities referred to in (ii) and (iii) above, in the price at which Shares shall be subscribed, and/or in the number of Shares which shall be subscribed, on exercise of relevant rights under such options, warrants or other securities, such adjustment being made in accordance with, or as contemplated by, the terms of such options, rights to subscribe or other securities, shall not exceed:
(i) 20% of the aggregate nominal amount of the share capital of the Company in issue as at the time of passing this resolution; and
(ii) the aggregate nominal amount of share capital of the Company repurchased by the Company after the date of passing this resolution pursuant to the general mandate to repurchase Shares given by the Company to the Directors from time to time (subject to a maximum number equivalent to 10% of the then existing issued share capital of the Company).
(D) for the purpose of this Resolution:

“ Relevant Period ” means the period from the time of the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Memorandum of Association and Articles of Association of the Company or any applicable laws to be held; and
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

“ Right Issue ” means an offer of Shares open for a period fixed by the Directors to holders of the Shares on the register of members on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusive or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange).”

By Order of the Board of SIBERIAN MINING GROUP COMPANY LIMITED Lim Ho Sok Chairman

Hong Kong, 17 November 2010

Notes:

(1) Any member of the Company entitled to attend and vote at the EGM is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.
(2) A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. In case of a recognised clearing house (or its nominees(s) and in each case, being a corporation), it may authorise such persons as it thinks fit to act as its representatives of the meeting and vote in its stead.
(3) A form of proxy for use in connection with the EGM is enclosed with this circular. To be valid, the form of proxy, and (if required by the Board) the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority must be deposited at the branch share registrars of the Company, Tricor Tengis Limited, at 26th floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.
(4) In the case of joint holders of shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holder are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

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AI assistant

Qiniu Limited — Proxy Solicitation & Information Statement 2010

50678_rns_2010-11-16_414eeb39-cb0c-46ff-ae60-74e357c9a66c.pdf

SIBERIAN MINING GROUP COMPANY LIMITED 西伯利亞礦業集團有限公司[*]

CONNECTED TRANSACTION SUBSCRIPTION FOR NEW SHARES UNDER SPECIFIC MANDATE REFRESHMENT OF GENERAL MANDATE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

SIBERIAN MINING GROUP COMPANY LIMITED 西伯利亞礦業集團有限公司[*]

CONNECTED TRANSACTION SUBSCRIPTION FOR NEW SHARES UNDER SPECIFIC MANDATE REFRESHMENT OF GENERAL MANDATE

INTRODUCTION

1. THE SUBSCRIPTION AGREEMENT

Date

Parties involved

Goldwyn

The Subscription Price

The Subscription Shares

Conditions of the Subscription

Lock-up Undertaking

Completion

Reason for the Subscription and Use of Proceeds

Fund raising activities in the past twelve months

Effects on shareholding structure

Listing Rules implications

2. REFRESHMENT OF THE EXISTING GENERAL MANDATE

Reasons for the grant of the New General Mandate

3. INFORMATION ABOUT THE COMPANY AND THE GROUP

4. THE EGM AND VOTING ARRANGEMENT

5. RECOMMENDATION

SIBERIAN MINING GROUP COMPANY LIMITED 西伯利亞礦業集團有限公司[*]

CONNECTED TRANSACTION SUBSCRIPTION FOR NEW SHARES UNDER SPECIFIC MANDATE REFRESHMENT OF GENERAL MANDATE

WALLBANCK BROTHERS Securities (Hong Kong) Limited

(1) CONNECTED TRANSACTION SUBSCRIPTION OF NEW SHARES UNDER SPECIFIC MANDATE (2) REFRESHMENT OF GENERAL MANDATE

INTRODUCTION

LETTER FROM WALLBANCK BROTHERS

BASIS OF OUR OPINION

LETTER FROM WALLBANCK BROTHERS

PRINCIPAL FACTORS AND REASONS CONSIDERED

(I) Subscription

1. Background to and reasons for the Subscription

2. Business review of the Group

Table 1: Financial performance of the Group

LETTER FROM WALLBANCK BROTHERS

3. Principal terms of the Subscription Agreement

LETTER FROM WALLBANCK BROTHERS

4. Other financing alternatives

5. Basis of the Subscription Price

6. Review on Share prices performance

7. Review on trading liquidity of the Shares

8a. Comparison on basis with identifiable connected subscriptions

Table 3: Connected Subscription Comparables

LETTER FROM WALLBANCK BROTHERS

8b. Comparison on basis with identifiable independent subscriptions

Table 4: Independent Subscription Comparables

LETTER FROM WALLBANCK BROTHERS

9. Fund raising activities of the Company in the past twelve months

10. Financial effects of the Subscription

11. Dilution effect of the Subscription

12. Listing Rules Implications

RECOMMENDATION

(II) Grant of New General Mandate

1. Background to the grant of New General Mandate

2. Reasons for the grant of New General Mandate

3. Fund raising activities of the Company in the past twelve months

4. Status of utilization of the Existing General Mandate

5. Other alternatives of financing

6. Potential dilution to shareholding structure of the Company

7. Implication of the Listing Rules

LETTER FROM WALLBANCK BROTHERS

8. Terms of the New General Mandate

RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. SHARE CAPITAL

3. DISCLOSURE OF INTERESTS

(a) Interests of Directors

APPENDIX

GENERAL INFORMATION

(b) Interests of Shareholders

APPENDIX

4. LITIGATION

Qiniu Limited Proxy Solicitation & Information Statement 2010