Qiniu Limited — Proxy Solicitation & Information Statement 2011

Jun 29, 2011

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 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.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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)

(1) PROPOSED GRANT OF THE EQUITY LINE OF CREDIT TO THE COMPANY

(2) PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE NEW SHARES

AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the board of directors of Siberian Mining Group Company Limited is set out on pages 6 to 17 of this circular.

A notice convening the extraordinary general meeting of Siberian Mining Group Company Limited to be held at Meeting Room 8, 7/F, Hongkong International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong on 18 July 2011, Monday, at 3:00 p.m. is set out on pages 18 to 19 of this circular. A form of proxy is also enclosed.

Whether or not you intend to attend the meeting, you are requested to complete and return the form of proxy to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time fixed for the meeting or any adjournment thereof (as the case may be). The completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if you so wish.

30 June 2011

* For identification purpose only

CONTENTS

	Page
Definitions......................................................................................................................................	1
Letter from the Board..................................................................................................................	6
Notice of EGM...............................................................................................................................	18

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following words and expressions shall have the respective meanings set out opposite them:

• “Agreement”

• the agreement entered into between the Company and the Investor after trading hours on 17 June 2011 in relation to the Equity Line of Credit and the Option

• “associate(s)”

• has the meaning ascribed thereto under the Listing Rules

• “Borrowing Request”

• a request in writing made by the Investor to the Share Lender pursuant to the Share Lending Agreement specifying the number of Loan Shares required by the Investor, which shall be equal to the Number of Option Shares, and the mode and place of delivery which shall, where relevant, include the details of the clearing or settlement system and account as designated by the Investor pursuant to which the Loan Shares are to be deposited

• “Business Day(s)”

• any day(s) (except any Saturday, Sunday or public holiday) on which licensed banks in Hong Kong are open for business throughout their normal business hours

• “Board” the board of Directors

• “Closing Date”

• the second Trading Day immediately following the last Trading Day of the Pricing Period provided that the Subscription Conditions are satisfied

• “Closing Statement”

• a statement from the Investor to the Company on the Closing Statement Date, which statement shall state the Number of Option Shares to be subscribed for by the Investor and the applicable Subscription Price

• “Closing Statement Date”

• the Trading Day immediately following the last Trading Day of each Pricing Period

• “Commitment Period”

• the period commencing on (and including) the date of when the Company has first satisfied or fulfilled the Conditions Precedent to the Agreement and expiring upon the earlier of (i) the expiry of the 36 consecutive months from such date, and (ii) the date on which the aggregate of the Option Shares subscribed by the Investor under the Agreement equals the Total Commitment

• “Company”

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

– 1 –

DEFINITIONS

• “Conditions Precedent”

• conditions precedent to the Agreement as set out in the paragraph headed “Conditions Precedent to the Agreement” in “Letter from the Board”

• “connected person(s)”

has the meaning ascribed thereto under the Listing Rules

• “Delivery Date”

• the date of delivery of the Loan Shares by the Share Lender to the Investor, which shall be the Trading Day immediately after the date on which the Borrowing Request is received by the Share Lender

• “Director(s)” the director(s) of the Company

• “EGM”

• the extraordinary general meeting of the Company to be convened and held at 3:00 p.m. on 18 July 2011, Monday, for the Shareholders to consider and, if thought fit, approve the Agreement and the transactions contemplated thereunder and the Specific Mandate

• “Equity Line of Credit”

• the equity line of credit granted by the Investor to the Company which shall be accessed, at the option of the Company, by the exercise of the Option during the Commitment Period in accordance with the terms of the Agreement

• “Equivalent Shares”

• Option Shares of the same quantity and description (or reasonable equivalent) as the relevant Loan Shares

• “Group”

the Company and its subsidiaries

• “Independent Third Party(ies)”

• third party(ies) who is/are not connected person(s) of the Company and is/are independent of and not connected with the Company and its connected persons

• “Investor”

• Lyceum Partners LLC (together with its permitted successors and assigns), a limited liability company incorporated in Delaware, US

• “Last Trading Day”

• 16 June 2011, being the last trading date prior to the date of the Agreement

• “Latest Practicable Date”

• 28 June 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

– 2 –

DEFINITIONS

• “Listing” or “Listed”

the grant of a listing of and permission to deal in the Shares on the Stock Exchange and the term “Listed” shall be construed accordingly

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

• “Loan”

• subject to the terms of the Share Lending Agreement, the lending of Loan Shares by the Share Lender to the Investor

• “Loan Shares”

• any number of Shares transferred in a Loan under the Share Lending Agreement until such Equivalent Shares are redelivered to the Share Lender under the Share Lending Agreement

• “Material Adverse Effect” any effect, whether financial or otherwise, which individually or taken as a whole, could reasonably be expected to be material and adverse to the Company and its subsidiaries and/or any condition, circumstance or situation that would prohibit or otherwise interfere with the ability of the Company to enter into and perform any of its obligations under the Agreement in any material respect

• “Material Change in Ownership” any change in the control or beneficial ownership of the Shares and securities which are convertible into Shares by the substantial shareholders, directors and officers as at the date of the Agreement resulting in them ceasing or beginning directly or indirectly to control, or own issued Shares and securities which are convertible into Shares of a combined total of 30% of the issued Shares in the Company from time to time. For the avoidance of doubt, any reduction in such percentage purely as a consequence of new issue of securities pursuant to fund raising or acquisitions shall not be treated as a Material Change in Ownership

• “Number of Option Shares”

• in respect of a Tranche Notice, the aggregate number of Option Shares stated in the Tranche Notice that the Company requires the Investor to subscribe for the aggregate number of Option Shares as stated in the Tranche Notice, provided that such number shall not exceed the Total Commitment

• “Option”

the option granted by the Investor to the Company to require the Investor to subscribe for the Option Shares up to the Total Commitment under the Agreement, and to thereby enable the Company to access the Equity Line of Credit

– 3 –

DEFINITIONS

• “Option Share(s)”

new Share(s) to be allotted and issued by the Company upon the exercise of all or any part of the Option

• “Pricing Period”

• with regard to any Tranche Notice being served by the Company, a period of 5 consecutive Trading Days commencing on the second Trading Day after the Tranche Notice Date, provided that if the Investor has not received the Loan Shares in accordance with the terms of the Share Lending Agreement by such date, the Pricing Period shall commence on the Trading Day after the date on which the Investor shall have received the Loan Shares from the Share Lender

• “Share Lender”

• Cordia Global Limited, a company incorporated in the British Virgin Islands which is wholly-owned by Mr. Choi Sungmin

• “Share Lending Agreement”

• the agreement entered into between the Share Lender and the Investor after trading hours on 17 June 2011 for lending of Shares by the Share Lender to the Investor

• “Shareholder(s)” holder(s) of the Shares in issue

• “Share(s)”

• ordinary share(s) of HK$0.01 each in the share capital of the Company

• “Specific Mandate”

• the mandate to allot and issue the Option Shares to be sought at the EGM

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “Subscription Conditions”

• the conditions precedent to the closing of the subscription of the Option Shares in each tranche, which have been set out in the paragraph headed “Subscription Conditions for the Investor’s Subscription in Each Tranche” in “Letter from the Board”

• “Subscription Price” the subscription price of the Option Shares in respect of each tranche as stated in the relevant Closing Statement, the determination mechanism of which are set out in the paragraph headed “Equity Line of Credit and Option” in “Letter from the Board”

• “Takeovers Code” the Hong Kong Codes on Takeovers and Mergers

• “Third Party New Shares”

• the Shares or securities convertible into the Shares to be issued to any third party other than the Investor at a subscription price per Share below the Subscription Price per Option Share

– 4 –

DEFINITIONS

• “Threshold Price” the price per Option Share set by the Company in the Agreement below which the Company shall not allot and issue Shares to the Investor, which price shall not be less than HK$0.09 per Share

• “Total Commitment” the subscription for an aggregate total of 568,000,000 Option Shares under the Option by the Investor, where the aggregate nominal value of such Shares is HK$5,680,000

• “Trading” trading and dealing in the Shares on the Stock Exchange (without restriction) and the terms “Traded” and “Tradable” shall be construed accordingly

• “Trading Day(s)” a day (days) on which the securities of the Company are traded on the Stock Exchange, and if on any business days of the Stock Exchange, the securities of the Company are suspended from trading on the Stock Exchange, such day(s) will be excluded from being counted in the Trading Day(s)

• “Tranche Notice(s)” written notice(s) issued by the Company to the Investor being delivered on any Trading Day during the Commitment Period in respect of the exercise of part or all of the Option by the Company

• “Tranche Notice Date” the Trading Day on which a Tranche Notice is delivered by the Company to the Investor pursuant to the Agreement

• “US” the United States of America

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “%” per cent.

– 5 –

LETTER FROM THE BOARD

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: Mr. Lim Ho Sok Mr. Shin Min Chul

Non-executive Director: Mr. Pang Ngoi Wah Edward

Registered Office: Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands

Independent non-executive Directors: Mr. Liew Swee Yean Mr. Tam Tak Wah Mr. Young Yue Wing Alvin

Principal Place of Business: 16th Floor, No. 8 Queen’s Road Central, Central, Hong Kong

30 June 2011

To the Shareholders,

Dear Sir or Madam,

(1) PROPOSED GRANT OF THE EQUITY LINE OF CREDIT TO THE COMPANY (2) PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE NEW SHARES AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement dated 17 June 2011 (“ Announcement ”) in which after trading hours on 17 June 2011, the Company entered into the Agreement with the Investor, pursuant to which the Company is granted the Option to require the Investor to subscribe for up to an aggregate of 568,000,000 Options Shares if the Option structured under the Equity Line of Credit is exercised in full.

The Company will, upon the completion of the Agreement, allot and issue the Option Shares under the Specific Mandate to be sought at the EGM.

The purpose of this circular is to provide you with information regarding, among other things, (i) further details of the Agreement and the Share Lending Agreement and the transaction contemplated thereunder; (ii) the grant of the Specific Mandate; and (iii) a notice convening the EGM.

* For identification purpose only

– 6 –

LETTER FROM THE BOARD

THE AGREEMENT

Date

17 June 2011

Parties

Issuer: The Company

Investor: Lyceum Partners LLC

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, the Investor and its ultimate beneficial owners are Independent Third Parties. Based on the information provided by the Investor, the Investor is a US-headquartered private investment firm specializing in providing capital to individuals and companies in the form of share purchases.

Equity Line of Credit and Option

Under the Agreement, the Company has been granted the Equity Line of Credit by way of utilization of the Option, pursuant to which the Company may require the Investor to subscribe for up to 568,000,000 Option Shares (i.e. the Total Commitment) during the Commitment Period, subject to the terms and conditions of the Agreement.

The total aggregate number of Option Shares to be subscribed by the Investor during the Commitment Period shall not exceed the Total Commitment.

Set out below are details of the Option:

Term:

The Option is exercisable by the Company during the Commitment Period, being the period commencing on (and including) the date when the Company has first satisfied or fulfilled the Conditions Precedent pursuant to the Agreement and expiring upon the earlier of (i) the expiry of the 36 consecutive months from such date, and (ii) the date on which the aggregate of the Option Shares subscribed by the Investor under the Agreement equals the Total Commitment.

The Company may exercise the Option by issuing multiple Tranche Notices during the Commitment Period except that it may not, without the prior written consent of the Investor, deliver a Tranche Notice until (i) the expiry of the Pricing Period relating to any Tranche Notice previously issued by the Company; and (ii) the Option Shares specified in the relevant previous Tranche Notice having been Listed and become Tradable.

– 7 –

LETTER FROM THE BOARD

Subscription Price per : Option Share

With regard to any Pricing Period, the Subscription Price per Option Share shall be 83% of the average of the closing prices of the Shares during such period. In addition, the Subscription Price per Option Share shall not be lower than the Threshold Price being a minimum of HK$0.09 per Option Share, as adjusted by any subdivision, consolidation or otherwise as set out in the Agreement.

The minimum Threshold Price of HK$0.09 per Option Share represents:

• (i) no discount to the closing price per Share of HK$0.09 as quoted on the Stock Exchange on the date of the Agreement;

• (ii) a discount of approximately 13.46% to the average closing prices of HK$0.104 per Share as quoted on the Stock Exchange for the last five trading days ended on and including the Last Trading Day;

• (iii) a discount of approximately 13.71% to the average closing prices of HK$0.1043 per Share as quoted on the Stock Exchange for the last ten trading days ended on and including the Last Trading Day;

• (iv) a discount of approximately 1.1% to the closing price of HK$0.091 per Share as quoted on the Stock Exchange on the Latest Practicable Date; and

• (v) a discount of approximately 72.72% to the audited net asset value per Share of approximately HK$0.3299 as at 31 March 2010 based on the number of issued Shares as at the Last Trading Day.

Option Shares:

On any Trading Day during the Commitment Period, the Company shall exercise any part of the Option by serving a Tranche Notice to the Investor specifying the Number of Option Shares. The Pricing Period shall commence on the second Trading Day after the Tranche Notice Date; in the event that the Investor has not received the Loan Shares in accordance with the terms of the Share Lending Agreement by such date, the Pricing Period shall commence on the next Trading Day immediately after the date on which the Investor shall have received the Loan Shares from the Share Lender.

– 8 –

LETTER FROM THE BOARD

The Investor shall respond to any Tranche Notice by delivering a Closing Statement to the Company on the Trading Day immediately following the last Trading Day of each Pricing Period. The Closing Statement shall set out, inter alia, the Subscription Price to be paid to the Company. Subsequently, on the Closing Date which is the second Trading Day immediately following the last Trading Day of each Pricing Period, the Company shall deliver the relevant Option Shares to the Investor. The Investor shall pay the relevant Subscription Price to the Company on or before the Closing Date.

Based on the Total Commitment, up to a total of 568,000,000 Option Shares will be allotted and issued upon the full exercise of the Option, representing approximately 20.00% of the existing issued Shares or approximately 16.66% of the issued share capital of the Company as enlarged by the issue and allotment of such 568,000,000 Option Shares.

The Company will apply to the Stock Exchange for the Listing of, and permission to deal in, 568,000,000 Option Shares.

Undertakings by the Investor under the Agreement:

Pursuant to the Agreement, the Investor undertakes that it shall not:

• (i) on each Trading Day during the Pricing Period, dispose or procure to be disposed through the Stock Exchange of any number of Shares over and above one-fifth (1/5) of the applicable Number of Option Shares, provided that where the Investor has disposed or procured to be disposed of Shares on a Trading Day which number is less than one-fifth (1/5) of the applicable Number of Option Shares, the Investor may dispose or procure to be disposed of the remaining balance for that Trading Day on any subsequent Trading Day during and/or after the Pricing Period; and

• (ii) effect or procure to be effected any short selling, as prohibited by Section 170 of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), of any Shares and it shall, in respect of the Shares, comply with all applicable laws and regulations of Hong Kong including but not limited to the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong); and

– 9 –

LETTER FROM THE BOARD

• (iii) at any point in time hold directly or indirectly in excess of 9.99% in aggregate of the total issued share capital of the Company from time to time and in the calculation of such shareholding interest, the number of Option Shares yet to be allotted and issued to the Investor pursuant to a Tranche Notice shall not be taken into account.

Indemnity given by the Company under the Agreement:

The Company shall indemnify and defend the Investor and its affiliates against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all damages or losses incurred or sustained by, or imposed upon, the Investor and its affiliates based upon, arising out of, with respect to or by reason of:

• (a) any material inaccuracy in or material breach of any of the representations or warranties of the Company contained in the Agreement or any ancillary documents, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of each relevant Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or

• (b) any material breach or non-fulfillment of any material covenant, agreement or obligation to be performed by the Company pursuant to the Agreement.

Conditions Precedent to the Agreement

The right of the Company to access the Equity Line of Credit is subject to and conditional upon the following Conditions Precedent:

• (a) the Company having obtained the approval of its Shareholders at the EGM in respect of the Agreement and the transactions contemplated in the Agreement and the grant of the Specific Mandate;

• (b) compliance by the Company and the Investor of all applicable laws, rules and regulations in their respective jurisdictions, including but not limited to, the Listing Rules for the entering into of the Agreement and all the other transactions contemplated thereunder; and

• (c) the Stock Exchange having granted the Listing of, and permission to deal in, 568,000,000 Option Shares up to the Total Commitment.

If any of the above Conditions Precedent are not satisfied or waived on or before 31 August 2011 (or such later date as may be agreed by the parties), the Agreement shall lapse and shall have no further force or effect and none of the parties shall have any claim against the other under the Agreement.

– 10 –

LETTER FROM THE BOARD

Subscription Conditions for the Investor’s Subscription in Each Tranche

The closing of the subscription of the Option Shares in each tranche shall occur only if the following Subscription Conditions have been satisfied:

• (i) the satisfaction of the Conditions Precedent;

• (ii) the Company having obtained all the necessary consents, if any, and not withdrawn or revoked by third parties (including, without limitation, government bodies, the Stock Exchange and other relevant authorities under the Agreement) and if such consents are obtained subject to any conditions and where such conditions affect any of the parties, such conditions being acceptable to the party concerned and if, such conditions are required to be fulfilled before the Closing Date, such conditions being fulfilled before the Closing Date;

• (iii) compliance by the Company and the Investor of all applicable laws, rules and regulations;

• (iv) the subscription and payment for the Option Shares in the relevant tranche not being prohibited or enjoined (temporarily or permanently) by any applicable law or governmental or other regulation to which the Investor and/or the Company are subject (other than by reason of the Investor’s own breach of its representations, warranties and/or undertakings under the Agreement, or the default of the Investor);

• (v) all matters and all documentation and other instruments in connection with the issuance, allotment and subscription of the Option Shares shall be reasonably satisfactory in form and substance to the Investor and the Investor shall have received copies of all documents which it may reasonably request in connection with the issuance and subscription of the Option Shares in respect of the relevant tranche;

• (vi) there being no change during the period between the date of the Agreement and on the applicable Closing Date, in any law, governmental or other regulation applicable in Hong Kong which would adversely affect in any material aspect the holding or disposal of Shares by or by order of the Investor or any other rights of the Investor or any person acting by order of the Investor in respect of these Shares;

• (vii) there being no law and/or governmental or other regulation in Hong Kong on the applicable Closing Date which would require the Investor and/or any person acting by the Investor’s order to make a mandatory offer for all the issued Shares and other securities of the Company;

• (viii) there being no law or governmental or other regulation applicable in Hong Kong on the applicable Closing Date which would require the Investor and/or any person acting by order of the Investor to comply with prospectus registration requirements in Hong Kong;

• (ix) the representations and warranties of the Company contained in the Agreement remaining to be true and correct in all material respects as at the date made and as at the relevant Closing Date as repeated at that time (except that representations and warranties that are expressed by their terms to be made as at a specific date need to be true and correct in all material respects only as at such specific date);

– 11 –

LETTER FROM THE BOARD

• (x) the Company having performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Agreement to be performed, satisfied or complied with by the Company at or prior to the applicable Closing Date;

• (xi) the Investor has not given a notice to the Company on or before the applicable Tranche Notice Date that either (i) the Share Lender has failed to duly perform its obligations pursuant to the terms of the Share Lending Agreement; or (ii) the Share Lending Agreement has been terminated;

• (xii) the Option Shares subscribed under the relevant Closing Statement shall be Listed on the relevant Closing Date; and

(xiii) the Trading of the Option Shares is not restricted by the Stock Exchange on the Closing Date.

Share Lending Agreement

Pursuant to the terms of the Share Lending Agreement, within 1 Trading Day after the Tranche Notice Date, the Investor shall issue a Borrowing Request to the Share Lender. The Investor shall not be entitled to issue a Borrowing Request unless it has received a Tranche Notice from the Company.

The Share Lender shall by 4:00 p.m. (Hong Kong time) of the Delivery Date deliver such number of Loan Shares stated in the relevant Borrowing Request, to a securities account designated by the Investor in the Borrowing Request or as otherwise notified by the Investor to the Share Lender in writing from time to time.

Within 3 Trading Days after any Closing Date in accordance with the Agreement, the Investor shall redeliver the Equivalent Shares to the Share Lender or its nominees by crediting such Equivalent Shares to the securities account of the Share Lender (or as otherwise designated by the Share Lender and notified to the Investor from time to time).

In consideration of the Share Lender agreeing to lend the Loan Shares to the Investor for the mere purpose of facilitating the exercise of the Option by the Company under the Agreement, the Company has agreed with the Share Lender to reimburse the Share Lender for all costs, fees and expenses incurred by the Share Lender in direct connection with the lending of the Loan Shares and the redelivery of the Equivalent Shares stipulated in the Share Lending Agreement.

The Share Lender is a substantial Shareholder of the Company and as at the Latest Practicable Date, the Share Lender was interested in 455,070,000 Shares. The Share Lender is wholly owned by Mr. Choi Sungmin, a business consultant of Grandvest International Limited, a wholly owned subsidiary of the Company and a director of a non-wholly owned subsidiary of the Company, Sofoco Development Limited. To facilitate the utilization of the Equity Line of Credit by the Company and the subscription for the Option Shares by the Investor under the Agreement, the Share Lender agrees to lend the Loan Shares according to the terms of the Share Lending Agreement.

– 12 –

LETTER FROM THE BOARD

The Share Lender is a party in the Share Lending Agreement for the primary purpose of facilitating the utilization of the Equity Line of Credit by the Company and the Investor’s subscription of the Option Shares under the Agreement. The Share Lender itself does not have any interest whatsoever in the Option Shares and the transactions contemplated under the Agreement. In addition, the Share Lender will not receive any fee in relation to the lending of the Loan Shares. There is no transaction between the Company and the Share Lender which falls under Rule 14A.13 of the Listing Rules, and the lending and redelivery of Shares by the Share Lender and the Investor will purely be transactions between the Share Lender and the Investor and do not constitute a connected transaction of the Company as defined under the Listing Rules.

The Share Lending Agreement is subject to the completion of the Agreement and the terms of the Agreement.

Termination of the Agreement

The Agreement may be terminated at any time during the Commitment Period by the mutual consent of the Company and the Investor.

The Agreement may be terminated during the Commitment Period by the Investor by giving written notice of such termination to the Company, if the Company enters into a definitive agreement with any third party, the principal purpose of which is to secure any equity financing which provides for (i) the issuance of the Third Party New Shares, other than an underwritten public offering, and the Investor has declined to exercise its rights of first refusal in accordance with the Agreement, or (ii) the implementation by the Company of a pricing mechanism to the effect that the Subscription Price per Option Share would be set below the Threshold Price (unless otherwise agreed by the parties), provided that in any event no Option Shares will be allotted and issued under the Agreement at the Subscription Price per Option Share below the Threshold Price.

The Agreement may be terminated during the Commitment Period by the Investor or the Company by giving written notice of such termination to the other party if:

• (a) there has been any Material Adverse Effect or any Material Change in Ownership of the Company; or

• (b) hostilities not presently existing commence (whether war has been declared or not) or in the opinion of the Investor there is a major act of terrorism or significant escalation in existing hostilities (whether war has been declared or not) involving any one or more of Hong Kong and the US.

The Company shall grant to the Investor a right-of-first-refusal in respect of the Third Party New Shares in accordance with the Agreement, only if such Third Party New Shares will be issued to any third party other than the Investor at a subscription price per Share below the Subscription Price per Option Share. The Company shall give prior written notice to the Investor prior to allotting and issuing any Third Party New Shares, and within 3 Trading Days after such date, the Investor shall be entitled to subscribe for all or part of the Third Party New Shares by giving the Company a written reply specifying the number of Third Party New Shares to be subscribed by the Investor. For the

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LETTER FROM THE BOARD

avoidance of doubt, any subscription of the Third Party New Shares shall not form part of the Option Shares to be allotted and issued under the Option. This right-of-first-refusal with respect to each proposed allotment and issuance of the Third Party New Shares by the Company shall lapse in the absence of a written reply from the Investor within 3 Trading Days from the date of the relevant notice given by the Company.

FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The Company has conducted the following fund raising activities during the past 12 months immediately before the Latest Practicable Date:

Fund raising activities in the past twelve months

			Intended use of	Actual use
Date of			proceeds as stated	of proceeds/
announcement	Event	Net proceeds	in the announcement	Remarks
4 October 2010	Placing of	Approximately	General working capital,	All proceeds had been
	60,000,000	HK$13.5 million	repayment of liabilities	used as intended for
	new Shares		and future business	repayment of liabilities
			development	of the Company
9 October 2010	Placing of	Approximately	General working capital,	All proceeds had been
	120,000,000	HK$22.3 million	repayment of liabilities	used as intended for
	new Shares		and future business	repayment of liabilities
			development	of the Company
14 October 2010	Placing of	Approximately	General working capital,	All proceeds had been
	100,000,000	HK$16 million	repayment of liabilities	used as intended as
	new Shares		and future business	general working capital
			development	and for repayment of
				liabilities of
				the Company
27 October 2010	Placing of	Approximately	General working capital,	All proceeds had been
	200,000,000	HK$37.5 million	repayment of liabilities	used as intended as
	new Shares		and future business	general working capital
			development	and for repayment of
				liabilities of
				the Company
16 February 2011	Placing of	Approximately	Future investment purpose,	All proceeds had been
	260,000,000	HK$34.9 million	general working capital	used as intended as
	new Shares		and repayment of	general working capital
			liabilities	and for repayment of
				liabilities of
				the Company
11 May 2011	Placing of	Approximately	General working capital,	All proceeds had been
	128,000,000	HK$14.2 million	repayment of liabilities	used as intended as
	new Shares		and future investment	general working capital
			purpose	and for repayment of
				liabilities of
				the Company

– 14 –

LETTER FROM THE BOARD

SHAREHOLDING STRUCTURE

Assuming that there will be no other change in the shareholding structure of the Company immediately before the exercise of the Option in full, the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) immediately after the issue of 568,000,000 Option Shares in full to the Investor (i.e. the Total Commitment) are as follows:

As at the Latest Practicable Date Name of Shareholder No. of Shares Goldwyn Management Limited_(Note 1) 228,000,000 (approx.) % _8.03 Mr. Pang Ngoi Wah Edward_(Note 2) 3,500,000 (approx.) % _0.12 Cordia Global Limited_(Note 3) 455,070,000 (approx.) % _16.02 DTV China Holdings Limited_(Note 4) 16,000,000 (approx.) % _0.56 Co An 147,610,000 (approx.) % 5.20 Sub-total: 850,180,000 (approx.) % 29.93 Investor 0 (approx.) % 0 Public 1,990,233,060 (approx.) % 70.07 Sub-total: 1,990,233,060 (approx.) % 70.07 Total: 2,840,413,060	Immediately after the issue of 568,000,000 Option Shares in full to the Investor No. of Shares 228,000,000 6.69 3,500,000 0.10 455,070,000 13.35 16,000,000 0.47 147,610,000 4.33
	850,180,000 24.94
	568,000,000 16.66 1,990,233,060 58.40
	2,558,233,060 75.06
	3,408,413,060

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LETTER FROM THE BOARD

Notes:

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

2. Mr. Pang Ngoi Wah Edward is a non-executive Director.

3. 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 and a director of a non-wholly owned subsidiary of the Company, Sofoco Development Limited.

4. 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.

REASON FOR ENTERING INTO THE AGREEMENT

The Company is an investment holding company. The Group is principally engaged in (i) coal mining in Russia and coal trading business; (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 the People’s Republic of China.

If the Option is exercised in full, the gross proceeds and net proceeds to be raised by the Company therefrom will be HK$51,120,000 and about HK$50,000,000 (based on the assumption that all 568,000,000 Option Shares are issued at the Threshold Price of HK$0.09 and the total costs payable by the Company is about HK$1,120,000) respectively, and the net Subscription Price will be approximately HK$0.088 per each Option Share. The Company intends to apply the net proceeds from the allotment and issue of the Option Shares in part for reimbursing the costs and expenses incidental to the potential acquisition as referred to in the announcement dated 17 April 2011 should such potential acquisition proceed. If such potential acquisition does not proceed, the net proceeds will be applied for general working capital, repayment of liabilities or future investment purpose of the Group.

The Directors are of the view that any allotment and issue of the Option Shares offer a good opportunity to raise additional capital for the Company and to strengthen the financial position of the Group. In addition, given the Option is granted to the Company which shall exercise the same at its option, it is considered that the Group will have flexibility in raising funds by exercising the Option during the Commitment Period. Accordingly, the Directors consider that the Agreement and the transactions contemplated thereunder are fair and reasonable and are in the best interests of the Company and the Shareholders as a whole.

THE SPECIFIC MANDATE

If the Option is exercised in full, the Company will allot and issue 568,000,000 Option Shares (based on the minimum Threshold price of HK$0.09).

At the extraordinary general meeting of the Company held on 3 December 2010, the Board was granted by the Shareholders a general mandate to allot, issue and deal with up to 388,082,612 Shares, being 20% of the issued share capital of the Company as at 3 December 2010. As at the Latest Practicable Date, 388,000,000 Shares has been issued and allotted pursuant to the placing agreements dated 16 February 2011 and 11 May 2011, which had significantly utilized the general mandate with only 82,612 Shares remaining outstanding representing only 0.003% of the issued share capital of the Company as at the Latest Practicable Date. As a result, the existing general mandate is insufficient to cover the new Shares which may be allotted and issued upon full exercise of the Option.

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LETTER FROM THE BOARD

The Directors consider it reasonable and in the interests of the Company and the Shareholders as a whole to put forward a resolution at the EGM to approve the grant of the Specific Mandate to allot and issue the Option Shares. Any Shareholder with a material interest in the Agreement and his associates shall abstain from voting in favour of the resolution to approve the Specific Mandate. However, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholder is required to abstain from voting for the approval of the grant of the Specific Mandate. The Specific Mandate is proposed to be granted to the Directors by the Shareholders to issue not more than 568,000,000 new Shares, representing approximately 20.00% of the existing issued share capital of the Company as at the Latest Practicable Date and approximately 16.66% of the issued share capital of the Company as enlarged by the issue of the Option Shares.

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, 568,000,000 Option Shares.

EXTRAORDINARY GENERAL MEETING

Page 18 of this circular contains a notice convening the EGM which will be held at Meeting Room 8, 7/F, Hongkong International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong on 18 July 2011, Monday, at 3:00 p.m. for the Shareholders’ to consider and approve, if thought fit, (i) the Agreement and the transactions contemplated thereunder and (ii) the Specific Mandate.

A form of proxy for use at the EGM is enclosed. Whether or not you intend to attend the meeting, you are requested to complete and return the form of proxy 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 as soon as possible and in any event not less than 48 hours before the time fixed for the meeting or any adjournment thereof (as the case may be). The completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if you so wish.

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 (i) the Agreement and the Share Lending Agreement and the transaction contemplated thereunder; and (ii) the grant of the Specific Mandate. 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 document misleading.

RECOMMENDATION

The Directors believe that (i) the Agreement and the transactions contemplated thereunder and (ii) the grant of the Specific Mandate are in the best interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of such resolution to be proposed at the EGM.

Yours faithfully, By order of the Board

Siberian Mining Group Company Limited Lim Ho Sok Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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 (“ Meeting ”) of Siberian Mining Group Company Limited (“ Company ”) will be held at Meeting Room 8, 7/F, Hongkong International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong on 18 July 2011, Monday, at 3:00 p.m. for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT subject to and conditional upon The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in the Option Shares (as defined below):

• (a) the agreement dated 17 June 2011 entered into between the Company and Lyceum Partners LLC, a copy of which has been initialed by the chairman of this meeting and for the purpose of identification marked “A” (“ Agreement ”), in relation to the grant of an option (“ Option ”) to the Company to require the Investor to subscribe for up to an aggregate of 568,000,000 option shares (“ Option Shares ”) if the Option structured under the equity line of credit is exercised in full, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (b) the allotment and issue of the Option Shares subject to and pursuant to the terms and conditions of the Agreement be and is hereby approved; and

• (c) the directors of the Company be and are hereby authorised:

• (i) to allot and issue the Option Shares subject to and pursuant to the terms and conditions of the Agreement; and

• (ii) to do and execute all such acts, matters, deeds, documents and things as they may consider appropriate, necessary or desirable for or in connection with the Agreement, and the allotment and issue of the Option Shares.”

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

Hong Kong, 30 June 2011

* For identification purpose only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered Office: Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands

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

Notes:

• (1) Any member of the Company entitled to attend and vote at the Meeting 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 recognized clearing house (or its nominees(s) and in each case, being a corporation), it may authorize 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 Meeting 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 registrar 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 Meeting or any adjournment thereof.

• (4) In the case of joint holders of shares, any one of such holders may vote at the Meeting, 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 Meeting 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.

• (5) A form of proxy for use at the Meeting is enclosed.

• (6) The voting on the resolution at the Meeting will be conducted by way of a poll.

• (7) Unless otherwise specified in this notice, all capitalised terms stated herein shall have the same meaning as such terms are defined in the circular.

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