Qiniu Limited — Proxy Solicitation & Information Statement 2012

Jul 30, 2012

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 (the “ Company ”), 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.

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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1142)

PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; RE-ELECTION OF DIRECTORS; ADOPTION OF THE PROPOSED NEW SHARE OPTION SCHEME AND TERMINATION OF EXISTING SHARE OPTION SCHEME;

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Siberian Mining Group Company Limited to be held at The Jasmine Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong on 31 August 2012 at 3:00 p.m. is set out on pages 26 to 30 of this circular.

Whether or not you are able to attend the annual 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 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 as soon as possible and in any event no less than 48 hours before the time appointed for holding the annual general meeting or any adjournment (as the case may be) thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting (as the case may be) in person if you so wish.

31 July 2012

* For identification purpose only

CONTENTS

		Page
DEFINITIONS..............................................................................................................................		1
LETTER	FROM THE BOARD..................................................................................................	4
Introduction
1.	General Mandate to Issue Shares ..............................................................................	5
2.	General Mandate to Repurchase Shares ...................................................................	5
3.	Re-election of Directors ............................................................................................	6
4.	Adoption of the Proposed New Share Option Scheme
	and Termination of Existing Share Option Scheme .............................................	6
5.	Annual General Meeting ...........................................................................................	8
6.	Listing Rules Requirement ........................................................................................	9
7.	Responsibility Statement ...........................................................................................	9
8.	Recommendation........................................................................................................	9
APPENDIX I — EXPLANATORY STATEMENT.......................................................		10
APPENDIX II — DETAILS OF DIRECTORS PROPOSED
	TO BE RE-ELECTED....................................................................	14
APPENDIX III — SUMMARY OF THE PRINCIPAL TERMS
	OF THE NEW SHARE OPTION SCHEME...............................	17
NOTICE	OF ANNUAL GENERAL MEETING......................................................................	26

– 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 to be held at The Jasmine Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong on 31 August 2012 at 3:00 p.m.

“Articles of Association” articles of association of the Company

“Associate(s)”

has the meaning ascribed thereto under the Listing Rules

• “Board”

the board of Directors

• “Business Day”

a day on which the Stock Exchange is open for the business of dealing in securities

“Company”

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

• “Director(s)”

the director(s) of the Company

“Eligible Person(s)”

any person belonging to any of the following classes:

• (a) any full-time or part-time employees of the Company or any member of the Group, including any executive director but not any non-executive director;

• (b) any non-executive director, including independent non-executive director, of the Company;

• (c) any advisor engaged by the Group; and

• (d) any consultant engaged by the Group

The basis of eligibility of any of the above classes of Eligible Person(s) to the grant of any Options shall be determined by the Board from time to time on the basis of their contribution to the development and growth of the Group.

“Existing Share(s)”

existing ordinary share(s) of HK$0.20 each in the capital of the Company

– 1 –

DEFINITIONS

• “Existing Share Option Scheme” the existing share option scheme of the Company adopted pursuant to a resolution of the Company passed on 19 October 2002

• “General Mandate” the general mandate proposed to be granted to the Directors at the AGM to issue further new Shares not exceeding 20% of the issued share capital of the Company as at the date of passing the relevant resolution granting such mandate

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 26 July 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

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

• “New Share Option Scheme” the new share option scheme for eligible participants proposed to be conditionally approved at the AGM, a summary of the rules of which is set out in Appendix III to this circular

• “Offer Date” the date on which the Board makes an offer of Option to an Eligible Person

• “Option(s)” any option(s) to subscribe for Shares granted or to be granted pursuant to the Existing Share Option Scheme or New Share Option Scheme (as the case may be)

• “Option Period” in respect of any particular Option, the period to be determined and notified by the Board to each Participant

• “Original Share(s)” ordinary share(s) of HK$0.01 each in the capital of the Company prior to the share consolidation came into effect from 3 October 2011

• “Other Schemes” any other share option schemes adopted by the Group from time to time pursuant to which options to subscribe for Shares may be granted

– 2 –

DEFINITIONS

• “Participant” any Eligible Person who accepts or is deemed to have accepted the offer of any Option in accordance with the terms of the New Share Option Scheme or (where the context so permits) a person entitled to any such Option in consequence of the death of the original Participant

• “Registrar” Hong Kong branch share registrar of the Company, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong

• “Repurchase Mandate” the repurchase mandate proposed to be granted to the Directors at the AGM to exercise the powers of the Company to repurchase up to a maximum of 10% of the issued share capital of the Company as at the date of passing the relevant resolution granting such mandate

“SFO” the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong) “Share(s)” the Existing Share(s) or, as the case may be, the Original Share(s) “Shareholder(s)” holder(s) of the Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscription Price” the price per Share at which a Participant may subscribe for Share on the exercise of an Option calculated in accordance with the terms of the New Share Option Scheme

“Takeovers Code” the Hong Kong Code on Takeovers and Mergers “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

– 3 –

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: LIM Ho Sok (Chairman) SHIN Min Chul

Non-executive Director: PANG Ngoi Wah Edward

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

Independent Non-executive Directors:

CHO Min Je LIEW Swee Yean TAM Tak Wah YOUNG Yue Wing Alvin

Head Office and Principal Place of Business: 16th Floor No. 8 Queen’s Road Central Central Hong Kong 31 July 2012

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

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; RE-ELECTION OF DIRECTORS; ADOPTION OF THE PROPOSED NEW SHARE OPTION SCHEME AND TERMINATION OF EXISTING SHARE OPTION SCHEME; AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding ordinary resolutions to be proposed at the AGM for the approval of (i) the granting to the Directors general mandates to issue Shares; (ii) the granting to the Directors general mandates to repurchase Shares; (iii) the extension of general mandate to issue Shares; (iv) the re-election of Directors; and (v) the adoption of the proposed New Share Option Scheme and termination of the Existing Share Option Scheme.

* For identification purpose only

– 4 –

LETTER FROM THE BOARD

1. GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 15 August 2011, ordinary resolutions were passed granting general mandates to the Directors to allot, issue and deal with up to 568,082,612 new Original Shares, being 20% of the issued share capital of the Company as at 15 August 2011. As set out in the announcements of the Company dated 29 August 2011 and 20 January 2012, a total of 141,000,000 new Original Shares and 21,300,000 new Existing Shares, respectively, have been allotted and issued pursuant to the general mandates granted at the annual general meeting of the Company held on 15 August 2011, which represented approximately 99.81% of the general mandate being utilized. The unutilized general mandate will lapse at the conclusion of the AGM.

Two ordinary resolutions, as set out in the notice of the AGM, will be proposed for the following purposes:—

Ordinary Resolution no. 4 — to grant to the Directors a general mandate to allot, issue and deal with new Shares up to a maximum of 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution; and

Ordinary Resolution no. 6 — to increase the aggregate nominal amount of share capital of the Company which the Directors may issue under the general mandate if given in the Ordinary Resolution no. 4 by the aggregate nominal amount of share capital of the Company repurchased under the general mandate if given in the Ordinary Resolution no. 5.

These General Mandate and the extension of the General Mandate will expire on the earliest of (a) the date of the next annual general meeting; (b) the date by which the next annual general meeting of the Company is required to be held by law or by the Articles of Association; or (c) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

The Company had 352,442,763 Shares in issue as at the Latest Practicable Date. Subject to the passing of the aforesaid Ordinary Resolution no. 4 and in accordance with the terms therein, the Company would be allowed to issue additional Shares up to the aggregate nominal amount of a maximum of 70,488,552 Shares on the basis that no further Shares will be issued or repurchased prior to the AGM.

2. GENERAL MANDATE TO REPURCHASE SHARES

The Ordinary Resolution no. 5 as set out in the notice of the AGM will be proposed to grant to the Directors a general mandate to exercise the powers of the Company to repurchase the Company’s fully paid up Shares representing up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution.

– 5 –

LETTER FROM THE BOARD

The Listing Rules contain provisions to regulate the repurchase by companies with primary listings on the Stock Exchange of their own securities on the Stock Exchange.

In accordance with the Listing Rules, Appendix I to this circular serves as the explanatory statement, to provide you with the requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution for granting of the Repurchase Mandate.

3. RE-ELECTION OF DIRECTORS

At the AGM, ordinary resolutions will also be proposed to approve, the re-election of retiring Directors.

Pursuant to Article 86(3) of the Articles of Association, Mr. Cho Min Je will hold office only until the AGM and is then eligible for re-election. Pursuant to Article 87 of the Articles of Association, Mr. Liew Swee Yean and Mr. Pang Ngoi Wah Edward shall retire by rotation in the AGM and, being eligible, offer themselves for re-election.

Particulars of the aforesaid Directors are set out in Appendix II to this circular.

4. ADOPTION OF THE PROPOSED NEW SHARE OPTION SCHEME AND TERMINATION OF EXISTING SHARE OPTION SCHEME

The Existing Share Option Scheme and the Proposed New Share Option Scheme

The Existing Share Option Scheme was adopted by a resolution of the Shareholders on 19 October 2002 which became effective on the date on which dealings in the Shares first commenced on the Stock Exchange on 8 November 2002. Under the Existing Share Option Scheme, the Directors were authorised to grant to any participant options to subscribe for Shares as incentives or rewards for their contribution to the Group. As the Existing Share Option Scheme is due to expire on 7 November 2012, in order to enable the continuity of the share option scheme of the Company, the Company proposes to terminate the Existing Share Option Scheme and adopt the New Share Option Scheme. An ordinary resolution will be proposed at the AGM to approve the adoption of the proposed New Share Option Scheme and the termination of the Existing Share Option Scheme.

It is proposed that subject to the approval of the Shareholders for the adoption of the New Share Option Scheme, the Existing Share Option Scheme will be terminated upon the adoption of the New Share Option Scheme after all conditions precedent as referred to under the paragraph headed “Conditions Precedent of the New Share Option Scheme” have been fulfilled. Operation of the New Share Option Scheme will commence after all the conditions precedent as referred to under the paragraph headed “Conditions Precedent of the New Share Option Scheme” have been fulfilled. A summary of the principal terms of the rules of the New Share Option Scheme is set out in Appendix III to this circular.

– 6 –

LETTER FROM THE BOARD

The purpose of the New Share Option Scheme is to grant options at the discretion of the Board to the Eligible Person as incentives and rewards for their contribution to the Group. The Board shall be empowered to determine the subscription price of Shares pursuant to the exercise of options granted under the New Share Option Scheme, the basis of which is set out in Appendix III to this circular. Options granted under the New Share Option Scheme may be exercised at any time within certain period of time as set out in Appendix III to this circular so as to motivate and retain them for contribution to the benefit and success of the Group.

The Board will have responsibility for administering the New Share Option Scheme. No trustees will be appointed under the New Share Option Scheme.

As at the Latest Practicable Date, the Company has 6,580,000 Options granted pursuant to the Existing Share Option Scheme which remain outstanding and not exercised. Other than the Existing Share Option Scheme, the Company currently does not maintain any other share option scheme.

Upon termination of the Existing Share Option Scheme, no further options may be granted but in all other respects the provisions of the Existing Share Option Scheme shall remain in full force and effect. Therefore, the adoption of the New Share Option Scheme will not in any event affect the terms of the grant of such outstanding options that have already been granted under the Existing Share Option Scheme and the above outstanding options granted under the Existing Share Option Scheme shall continue to be valid and subject to the provisions of the Existing Share Option Scheme.

As at the Latest Practicable Date, the number of Shares in issue is 352,442,763 Shares. Assuming that there is no change in the number of issued Shares between the period from the Latest Practicable Date and the date of adoption of the New Share Option Scheme, the number of Shares issuable pursuant to the New Share Option Scheme and Other Schemes on the date of approval of the New Share Option Scheme will initially be 35,244,276 Shares, being 10% of the total number of Shares in issue on the date of approval of the New Share Option Scheme, unless the Company obtains a fresh approval from its Shareholders to renew the 10% limit on the basis that the maximum number of Shares which may be issued upon exercise of all outstanding share options granted and yet to be exercised under the New Share Option Scheme and Other Schemes shall not exceed 30% of the issued share capital of the Company from time to time.

Conditions Precedent of the New Share Option Scheme

The adoption of the New Share Option Scheme is conditional upon:

• (i) the passing of an ordinary resolution by the Shareholders in general meeting approving the termination of the Existing Share Option Scheme and the adoption of the proposed New Share Option Scheme and authorising the Directors to grant Options to subscribe for Shares thereunder and to allot, issue and deal with Shares pursuant to the exercise of any Options granted under the New Share Option Scheme; and

– 7 –

LETTER FROM THE BOARD

• (ii) the Listing Committee of the Stock Exchange granting the listing of and permission to deal in any Shares which may fall to be issued by the Company pursuant to the exercise of Options granted under the New Share Option Scheme.

Application will be made to the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of the Options granted under the New Share Option Scheme.

Principal terms of the New Share Option Scheme

The principal terms of the New Share Option Scheme are set out in Appendix III to this circular.

A copy of the rules of the New Share Option Scheme proposed to be adopted by the Company at the AGM will be available for inspection at the principal place of business in Hong Kong at 16th Floor, No. 8 Queen’s Road Central, Central, Hong Kong during normal business hours from the date hereof up to and including the date of AGM and at the AGM.

Values of all Options that can be granted under the New Share Option Scheme

The Directors consider that it is not appropriate to state the value of all Options that may be granted pursuant to the New Share Option Scheme as if they had been granted on the Latest Practicable Date, because the calculation of the value of the Options is based on a number of variables including but not limited to, exercise price, exercise period, interest rate, expected volatility and other relevant variables which have not been determined. The Directors believe that any calculation of the value of the Options as at the Latest Practicable Date based on a great number of speculative assumptions would not be meaningful to the Shareholders.

5. ANNUAL GENERAL MEETING

The notice of the AGM is set out on pages 26 to 30 of this circular.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you intend to attend and vote in the AGM, you are requested to complete the form of proxy enclosed in accordance with the instructions printed thereon 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 as soon as practicable but in any event no less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from subsequently attending and voting at the AGM or any adjourned meeting thereof should you so wish.

– 8 –

LETTER FROM THE BOARD

To the best of the Director’s knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any of the resolutions to be proposed at the AGM. The Board confirms that to the best of their knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, there was no voting trust or other agreement or arrangement or understanding (other than an outright sale) entered into by or binding upon any Shareholder and there was no obligation or entitlement of any Shareholder whereby he has or may have temporarily or permanently passed control over the exercise of the voting right in respect of his Shares to a third party, either generally or on a case-by-case basis.

6. LISTING RULES REQUIREMENT

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 all resolutions put to the vote of the AGM in accordance with the Articles of Association. 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 (www.hkex.com.hk) and of the Company (www.ilinkfin.net/siberian___ ___ _ ______mining) after the AGM.

7. 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.

8. RECOMMENDATION

The Directors believe that the proposals mentioned above, including the proposals for (i) granting the Directors general mandates to issue new Shares; (ii) granting the Directors general mandates to repurchase Shares; (iii) extension of general mandate to issue Shares; (iv) re-election of Directors; and (v) adoption of the proposed New Share Option Scheme and termination of the Existing Share Option Scheme are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favor of all of these resolutions to be proposed at the AGM.

Yours faithfully, By Order of the Board

SIBERIAN MINING GROUP COMPANY LIMITED Lim Ho Sok Chairman

– 9 –

EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as the explanatory statement, as required by the Listing Rules, to provide requisite information to Shareholders for their consideration as to whether to vote for or against the ordinary resolution to be proposed at the AGM for the granting of the Repurchase Mandate.

This explanatory statement contains all the information required pursuant to rule 10.06 of the Listing Rules which is set out as follows:—

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 352,442,763 Shares which are fully paid.

Subject to the passing of the Ordinary Resolution no. 5 as set out in the notice of the AGM and on the basis that no further Shares will be issued or repurchased from the Latest Practicable Date up to the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 35,244,276 Shares, representing 10% of the issued Shares of the Company as at the date of the AGM.

REASONS FOR SHARE REPURCHASE

Although the Directors have no present intention of repurchasing any securities of the Company, they believe that the flexibility afforded by the Repurchase Mandate is in the best interests of the Company and its Shareholders as a whole. Such repurchases may, depending on the market conditions, and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/ or earnings per Share and will only be made when the Directors believe that the repurchases will benefit the Company and its Shareholders as a whole.

FUNDING OF REPURCHASES

In repurchasing securities, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations of the Cayman Islands. Securities may only be repurchased out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose of repurchase. The premium, if any, payable on repurchases must have been provided for out of the profits of the Company or out of the Company’s share premium account before or at the time the securities are repurchased. The Company may not repurchase its securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

– 10 –

EXPLANATORY STATEMENT

APPENDIX I

SHARE PRICES

The highest and lowest prices at which Shares have been traded on the Stock Exchange in each of the twelve months preceding the Latest Practicable Date and up to the Latest Practicable Date were as follows:—

	Shares
	Highest	Lowest
	HK$	HK$
2011
July	2.240(A)	1.740(A)
August	1.820(A)	0.420(A)
September	0.780(A)	0.300(A)
October	0.410	0.270
November	0.315	0.155
December	0.285	0.160
2012
January	0.420	0.225
February	0.540	0.350
March	0.840	0.440
April	0.570	0.410
May	0.600	0.350
June	0.455	0.350
July (up to and including the Latest Practicable Date)	0.395	0.300

(A): Prices are adjusted due to the Share Consolidation which has been effective from 3 October 2011.

REPURCHASES OF SHARES MADE BY THE COMPANY

Neither the Company nor any of its subsidiaries has purchased any Shares (whether on the Stock Exchange or otherwise) in the six months immediately preceding the Latest Practicable Date.

POSSIBLE MATERIAL ADVERSE IMPACT

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the consolidated financial position of the Company as at 31 March 2012, being the date of the latest published audited financial statements of the Company) in the event that the Repurchase Mandate is to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital or gearing levels of the Company which in the opinion of the Directors is from time to time appropriate to the Company.

– 11 –

EXPLANATORY STATEMENT

APPENDIX I

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases under the Repurchase Mandate in accordance with the Listing Rules and laws of the Cayman Islands and in accordance with the regulations set out in the Articles of Association.

EFFECT OF THE TAKEOVERS CODE

If as a result of share repurchase by the Company, a substantial shareholder’s proportionate interest in voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, could, depending on the level of increase, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 of the Takeovers Code.

As at the Latest Practicable Date and to the best of knowledge and belief of the Company, the following persons were directly or indirectly had an interest in 5% or more of the nominal value of the Shares that carry a right to vote in all circumstances at general meetings of the Company:—

		Approximate
	Number of issued	percentage of
Name	shares held	shareholding
Kim Seon Yong	21,300,000	6.04%
Income Plus Investment Limited (“Income Plus”)	20,687,685	5.87%
Master Impact Inc. (“Master Impact”)	62,036,055	17.60%
Skyline Merit Limited (“Skyline”)	41,357,370	11.73%

In the event that the Directors exercised in full the power to repurchase shares of the Company in accordance with the terms of the Ordinary Resolution no. 5 to be proposed at the AGM, the aforesaid interests of Kim Seon Yong, Income Plus, Master Impact and Skyline in the Shares as at the Latest Practicable Date would be proportionally increased to approximately 6.72%, 6.52%, 19.56% and 13.04%. In view of this, it would be expected that none of the above person would give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such extent as would give rise to an obligation to make a mandatory offer under the Takeovers Code or if the repurchase would result in less than 25% of the issued share capital of the Company being held in public hands. Save as above, the Directors are not aware of any consequences which would arise under the Takeovers Code if the Repurchase Mandate is to be exercised in full.

– 12 –

EXPLANATORY STATEMENT

APPENDIX I

DIRECTORS’ DEALINGS

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their associates presently intends to sell Shares to the Company under the Repurchase Mandate in the event that such mandate as proposed in the Ordinary Resolution no. 5 is approved by the Shareholders.

CONNECTED PERSONS

The Company has not been notified by any connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that such mandate as proposed in the Ordinary Resolution no. 5 is approved by the Shareholders.

– 13 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Details of the Directors proposed to be re-elected at the AGM are as follows:

Mr. Cho Min Je (“Mr. Cho”)

Mr. Cho, aged 45, was appointed as an independent non-executive Director on 22 February 2012. Mr. Cho is currently a member of the nomination committee of the Company. Mr. Cho graduated from Seoul National University with a Bachelor Degree in Business Administration in 1993. He was admitted to the Korean Bar Association in 1997. Mr. Cho has extensive experience in practices in mergers and acquisitions, corporate restructuring, finance and securities, civil and criminal litigation, and in general corporate areas. He currently practises as a solicitor at Sigong Law P.C., of which he holds a partner position. He is currently a member of Securities Law Forum and also a member of Korea Securities Law Association.

Save as disclosed above, Mr. Cho does not hold any other positions in the Company or any of its subsidiaries. Mr. Cho is currently an independent director of Tongyang Value Ocean Special Purpose Acquisition Company, the securities of which are listed on KOSPI (Korea Composite Stock Price Index) of Korea Stock Exchange, and apart from this, he did not hold any other directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas. He does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company, nor has he any interest in shares of the Company within the meaning of Part XV of the SFO.

Pursuant to a letter of appointment dated 22 February 2012, Mr. Cho was appointed as an independent non-executive Director for a fixed term of one year commencing from 22 February 2012, subject to retirement and will be eligible for re-election at the upcoming annual general meeting of the Company, and the usual retirement by rotation and re-election at the subsequent annual general meetings of the Company in accordance with the Articles of Association, and either party may early terminate the letter of appointment by giving not less than one month’s prior notice in writing to the other party. He is entitled to receive a director’s fee of HK$240,000 per annum, which is determined with reference to his qualification, relevant duties and responsibilities within the Company and the prevailing market conditions.

Save as disclosed herein, there are no other matters relating to Mr. Cho’s re-election that should be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules, nor are there other matters that need to be brought to the attention of the shareholders of the Company.

– 14 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Mr. Liew Swee Yean (“Mr. Liew”)

Mr. Liew, aged 48, was appointed as an independent non-executive Director on 3 December 2008. Mr. Liew is currently a member of the audit committee, remuneration committee and nomination committee of the Company. Mr. Liew has over 20 years of experience in finance and general management. Mr. Liew holds a Master of Business Administration (Executive) Degree from City University of Hong Kong. Mr. Liew is a fellow member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants. Mr. Liew is currently an independent non-executive director of Kaisun Energy Group Limited, a company listed on the Growth Enterprise Market of the Stock Exchange.

Mr. Liew has neither interest in the Shares within the meaning of Part XV of the SFO nor any relationship with any directors, senior management, substantial nor controlling shareholders of the Company and their respective associates within the meaning of the Listing Rules.

Pursuant to a letter of appointment dated 3 December 2008, Mr. Liew is appointed for a term of two years commencing from 3 December 2008 and thereafter may be extended for such period as the Company and Mr. Liew may agree in writing. The service may be terminated by either party by giving not less than one month’s prior notice in writing to the other party. Mr. Liew is also subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles of Association. Mr. Liew is entitled to an annual director’s fee of HK$156,000 which is determined with reference to his duties, responsibilities and the prevailing market conditions.

Save as disclosed herein, Mr. Liew does not hold any other position with the Company nor any of its subsidiaries nor did he hold any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas nor any other major appointments. There is no other matters that need to be brought to the attention of the Shareholders nor information required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Mr. Pang Ngoi Wah Edward (“Mr. Pang”)

Mr. Pang, aged 51, was appointed as a non-executive Director on 3 January 2011. Mr. Pang has over 20 years of experience in interbank foreign exchange and money market field in which Mr. Pang holds senior management positions. Mr. Pang has been working in Hong Kong, Singapore and the Republic of Korea.

Mr. Pang owns 175,000 Shares in personal interest within the meaning of Part XV of the SFO. Save as aforesaid, Mr. Pang has no interest in the shares of the Company within the meaning of Part XV of the SFO. He does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company and their respective associates within the meaning of the Listing Rules.

Pursuant to a letter of appointment dated 3 January 2011, Mr. Pang is appointed for an initial term of one year commencing from 3 January 2011, which may be extended for such period as the Company and Mr. Pang may agree in writing thereafter. According to the Articles of Association, Mr. Pang will hold office until the next annual general meeting of the Company and shall then eligible for re-election. Mr. Pang is also subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles of Association and may be terminated by either party by giving not less than one month’s prior notice in writing to the other party. Mr. Pang is entitled to receive an annual director’s fee of HK$120,000, which is determined with reference to his qualification, duties, responsibilities and the prevailing market conditions.

Save as disclosed herein, Mr. Pang does not hold any other position with the Company nor any of its subsidiaries nor did he hold any other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas nor any other major appointments. There is no other matters that need to be brought to the attention of the Shareholders nor information required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

This Appendix summarise the principal terms of the New Share Option Scheme but does not form part of, nor was it intended to be, part of the New Share Option Scheme nor should it be taken as effecting the interpretation of the rules of the New Share Option Scheme.

(A) PURPOSE OF THE SCHEME

The purpose of the New Share Option Scheme is to enable the Company to grant Options to the Eligible Persons as incentives or rewards for their contribution to the development and growth of the Group.

(B) WHO MAY JOIN

The Board may, at its discretion, invite any Eligible Persons to take up Options at a price calculated in accordance with sub-paragraph (G) below. Upon acceptance of the option, the Eligible Person shall pay HK$1.00 to the Company by way of consideration for the grant. The Option will be offered for acceptance for a period of 28 days from the Offer Date.

The basis of eligibility of the Eligible Persons to the grant of any Options shall be determined by the Board from time to time on the basis of their contribution to the development and growth of the Group.

(C) MAXIMUM NUMBER OF SHARES

• (i) The total number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and Other Schemes must not in aggregate exceed 10% of the Shares in issue as at the date of approval of the New Share Option Scheme (the “ Scheme Mandate Limit ”) provided that option lapsed in accordance with the terms of the New Share Option Scheme or Other Schemes will not be counted for the purpose of calculating the Scheme Mandate Limit.

• (ii) Subject to the approval of the Shareholders in general meeting, the Company may refresh the Scheme Mandate Limit to the extent that the total number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and Other Schemes under the Scheme Mandate Limit as refreshed must not exceed 10% of the Shares in issue as at the date of such Shareholders’ approval provided that options previously granted under the New Share Option Scheme and Other Schemes (including those outstanding, cancelled, exercised or lapsed in accordance with the terms thereof) will not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed. Approval for the listing of and permission to deal in any Shares to be issued upon the exercise of the Options granted under the refreshed 10% limit of the New Share Option Scheme is required to be obtained from the Stock Exchange. In relation to the Shareholders’ approval referred to in this sub-paragraph (ii), the Company shall send a circular to the Shareholders containing the information required by the Listing Rules.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

• (iii) Subject to the approval of Shareholders in general meeting, the Company may also grant Options beyond the Scheme Mandate Limit provided that the Options in excess of the Scheme Mandate Limit are granted only to Eligible Persons specifically identified by the Company before such Shareholders’ approval is sought. In relation to the Shareholders’ approval referred to in this sub-paragraph (iii), the Company shall send a circular to the Shareholders containing a generic description of the identified Eligible Persons, the number and terms of the Options to be granted, the purpose of granting Options to the identified Eligible Persons with an explanation as to how the terms of the Options serve such intended purpose, and such other information required by the Listing Rules.

• (iv) Notwithstanding the foregoing, the Company may not grant any Options if the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and Other Schemes exceeding 30% of the Shares in issue from time to time.

(D) MAXIMUM ENTITLEMENT OF EACH PARTICIPANT

• (i) The total number of Shares issued and to be issued upon exercise of the Options granted to a Participant under the New Share Option Scheme and Other Schemes (including both exercised and outstanding Options) in any 12-month period must not exceed 1% of the Shares in issue from time to time; and

• (ii) provided that if approved by Shareholders in general meeting with such Participant and his or her associates abstaining from voting, the Company may make a further grant of Options to such Participant (the “ Further Grant ”) notwithstanding that the Further Grant would result in the Shares issued and to be issued upon exercise of all options granted and to be granted under the New Share Option Scheme and Other Schemes to such Participant (including exercised, cancelled and outstanding Options) in any 12-month period up to and including the date of the Further Grant representing in aggregate over 1% of the Shares in issue from time to time.

In relation to the Further Grant, the Company must send a circular to the Shareholders, which disclosed the identity of the relevant Participant, the number and the terms of the Options to be granted (and options previously granted to such Participant under the New Share Option Scheme and Other Schemes) and the information required under the Listing Rules. The number and terms (including the exercise price) of the Options which is the subject of the Further Grant shall be fixed before the relevant Shareholders’ meeting and the date of meeting of the Board for proposing the Further Grant should be taken as the date of grant for the purpose of calculating the relevant Subscription Price.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

(E) GRANT OF OPTIONS TO CONNECTED PERSONS

• (i) Where Options are proposed to be granted to a Director, chief executive or substantial shareholder of the Company or any of their respective associates, the proposed grant must be approved by all independent non-executive Directors (excluding any independent non-executive Director who is the grantee of the Options).

• (ii) If a grant of Options to a substantial shareholder or an independent non-executive Director, or any of their respective associates, would result in the total number of Shares issued and to be issued upon exercise of the Options granted and to be granted (including Options exercised, cancelled and outstanding) to such person under the New Share Option Scheme or Other Schemes in any 12-month period up to and including the date of the grant exceeding 0.1% per cent of the Shares in issue from time to time and having an aggregate value, based on the closing price of the Shares at the Offer Date in excess of HK$5 million, then the proposed grant of Options must be subject to Shareholders’ approval taken on a poll. All connected persons of the Company must abstain from voting at such general meeting, except that any connected person may vote against the resolution provided that his or her intention to do so has been stated in the circular. The circular must contain the information required under Rules 17.03 of the Listing Rules.

• (iii) Shareholder’s approval as described above will also be required for any change in the terms of the Options granted to an Eligible Person who is a substantial shareholder of the Company, an independent non-executive Director or their respective Associates.

• (iv) The circular must contain the following:

• (A) details of the number and terms of the Option (including the subscription price relating thereto) to be granted to each Eligible Person, which must be fixed before the relevant Shareholders’ meeting, and the date of Board meeting for proposing such further grant should be taken as the Offer Date for the purpose of calculating the Subscription Price;

• (B) a recommendation from the independent non-executive Directors (excluding any independent non-executive Director who is a proposed grantee of the Options in question) to the independent Shareholders as to voting; and

• (C) all other information as required by the Listing Rules.

For the avoidance of doubt, the requirements for the granting of Options to a Director or chief executive (as defined in the Listing Rules) set out in this paragraph (E) do not apply where the Eligible Person is only a proposed Director or proposed chief executive.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

(F) TIME OF EXERCISE OF OPTION

An Option may be exercised in accordance with the terms of the New Share Option Scheme at any time during a period to be determined and notified by the Board to each Participant provided that the period within which the Option must be exercised shall not be more than 10 years from the date of the grant of Option. The New Share Option Scheme does not require a minimum period for which an Option must be held or a performance target which must be achieved before an Option can be exercised. The Board shall be entitled at its absolute discretion to decide the option period subject to the terms of the New Share Option Scheme.

(G) SUBSCRIPTION PRICE FOR SHARES

The subscription price for Shares under the New Share Option Scheme shall be determined by the Board and notified to the Participant (subject to any adjustment made pursuant to rules of the New Share Option Scheme relating to the changes in capital structure of the Company) and shall be the highest of (i) the closing price of Shares as stated in the Stock Exchange’s daily quotations sheet on the Offer Date, which must be a Business Day; (ii) the average closing price of Shares as stated in the Stock Exchange’s daily quotations sheets for the five Business Days immediately preceding the Offer Date; and (iii) the nominal value of the Shares.

(H) RANKING OF SHARES

Shares allotted and issued upon the exercise of an Option will be subject to all provisions of the Articles of Association as amended from time to time and will rank pari passu in all respects with the fully paid or credited as fully paid Shares in issue on the date of such allotment or issued and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the date of allotment and issue other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the date of allotment or issue.

(I) RESTRICTIONS ON THE TIME OF GRANT OF OPTIONS

Any grant of Options must not be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until an announcement of such price sensitive information has been published in accordance with the requirements of the Listing Rules. In particular, during the period commencing one month immediately preceding the earlier of (i) the date of the Board meeting (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company’s results for any year, half-year, quarterly or any other interim period, where appropriate (whether or not required under the Listing Rules); and (ii) the deadline for the Company to publish an announcement of its results for any year or half-year under the Listing Rules, or quarterly or any other interim period, where appropriate (whether or not required by the Listing Rules) and ending on the date of the results announcement, no Option may be granted.

– 20 –

APPENDIX III SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

The Directors must not grant any Option to a Participant who is a Director during the periods or times in which Directors are prohibited from dealing in shares pursuant to the Model Code for Securities Transactions by Directors of Listed Companies prescribed by the Listing Rules or any corresponding code or securities dealing restrictions adopted by the Company.

(J) PERIOD OF THE NEW SHARE OPTION SCHEME

The New Share Option Scheme will be valid and effective for a period of 10 years commencing on the date on which the New Share Option Scheme becomes unconditional, after which period no further Options will be granted but the provisions of the New Share Option Scheme shall remain in full force and effect in all other respects and Options which are granted during the life of the New Share Option Scheme may continue to be exercisable in accordance with the terms of issue.

(K) RIGHTS ON DEATH

If a Participant dies before exercising any of the Options in full, his or her personal representative(s) may exercise the Option in full (to the extent that it has become exercisable on the date of death and not already exercised) within a period of 12 months from the date of death, failing which such Options will lapse.

(L) RIGHTS ON A GENERAL OFFER

If a general offer has been made to all the Shareholders (other than the offeror and/or any person acting in concert with the offeror and/or any party acting in concert with the offeror), to acquire all or part of the issued Shares and such offer, having been approved in accordance with applicable laws and regulatory requirements, becomes or is declared unconditional, the Participants shall be entitled to exercise his or her outstanding Option to its full extent or to the extent specified in his or her notice for such exercise within 14 days after the date on which such offer becomes or is declared unconditional. For the purpose of this sub-paragraph, “acting in concert” shall have the meaning ascribed to it under the Takeovers Code as amended from time to time.

(M) RIGHTS ON WINDING UP

Subject to paragraph (S), in the event that a notice is given by the Company to its Shareholders to convene a general meeting for the purpose of approving a resolution to voluntarily wind-up the Company when the Company is solvent, the Company shall on the day of such notice to each Shareholder or as soon as practicable, give notice thereof to all Participants. Thereupon each Participant shall be entitled to exercise all or any of his or her outstanding Options at any time no later than two Business Days prior to the proposed general meeting of the Company by giving notice in writing to the Company, accompanied by a remittance for the full amount of the aggregate Subscription Price for the Shares in respect of which the notice is given, whereupon the company shall, as soon as possible and, in any event, no later than the Business Day immediately prior to the date of the proposed general meeting referred to above, allot and issue the relevant Shares to the Participant credited as fully paid.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

(N) RIGHTS ON COMPROMISE OR ARRANGEMENT

Subject to paragraph (S), if an application is made to the court (otherwise than where the Company is being voluntarily wound up), pursuant to the Companies Law or the Companies Ordinance, in connection with a proposed compromise or arrangement between the Company and its creditors (or any class of them) or between the Company and its Shareholders (or any class of them), a Participant may by notice in writing to the Company, within the period of 21 days after the date of such application, exercise his or her outstanding Options to its full extent or to the extent specified in such notice. Upon the compromise or arrangement being sanctioned by the court and becoming effective, all outstanding Options shall lapse except insofar as exercised. Notice of the application referred to herein and the effect thereof shall be given by the Company to all Participants as soon as practicable.

(O) ADJUSTMENTS ON THE CHANGES IN CAPITAL STRUCTURE

If there is any alteration in the capital structure of the Company while any Option remains exercisable, whether by way of capitalization of profits or reserves, rights issue, consolidation or subdivision or reduction of the share capital of the Company (other than an issue of Shares as consideration in respect of a transaction to which the Company is a party), such corresponding alterations (if any) shall be made to:

• (i) the number of Shares (without fractional entitlements) subject to the Option(s) so far as unexercised; and/or

• (ii) the Subscription Price.

Except alterations made on a capitalization issue, any alteration to the number of Shares which is the subject of the Options and/or the Subscription Price shall be conditional on the auditors of the Company or the independent financial adviser appointed by the Company confirming in writing to the Board that the alteration made is on the basis that the proportion of the issued share capital of the Company to which a Participant is entitled after such alteration shall remain the same as that to which he or she was entitled before such alteration. No such alteration shall be made the effect of which would be to enable any Share to be issued at less than its nominal value or which would result in the aggregate amount payable on the exercise of any Option in full being increased. The capacity of the auditors or the independent financial adviser appointed by the Company is that of experts and not of arbitrators and their certification shall be final and binding on the Company and the Participants in the absence of manifest error. The costs of the auditors or the independent financial adviser appointed by the Company in so certifying shall be borne by the Company. In addition, in respect of any such adjustments, other than any made on a capitalisation issue, the Company’s auditors or independent financial adviser must confirm to the Directors in writing that the adjustments satisfy the requirements of the relevant provision of the Listing Rules.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

(P) CANCELLATION OF OPTIONS

Any cancellation of Options granted but not exercised must be approved by the Shareholders in general meeting, with Participants and their Associates abstaining from voting. Any vote taken at the meeting to approve such cancellation must be taken by poll. Cancelled Options may be re-issued after such cancellation has been approved, provided that such re-issued Options shall only be granted in compliance with the terms of the New Share Option Scheme. Notwithstanding the above, new Option may be granted to the Option holder in substitution of his or her cancelled Options subject to the availability of the unissued Options (excluding the cancelled Options) within the Scheme Mandate Limit.

(Q) TERMINATION OF THE NEW SHARE OPTION SCHEME

The Company may by ordinary resolution in general meeting at any time terminate the operation of the New Share Option Scheme before the end of its life and in such event no further Options will be offered but the provisions of the New Share Option Scheme shall remain in all other respects in full force and effect in respect of Options granted prior thereto but not yet exercised at the time of termination, which shall continue to be exercisable in accordance with their terms of grant.

Details of the Option granted, including Options exercised or outstanding, under the New Share Option Scheme, and (if applicable) Options that become void or non-exercisable as a result of termination must be disclosed in the circular to the Shareholders seeking approval for the first new scheme to be established after such termination.

(R) RIGHTS ARE PERSONAL TO THE GRANTEE OF OPTION

An Option shall be personal to the Participant and shall not be assignable or transferable and no Participant shall in any way sell, transfer, charge, mortgage, encumber or create any interest whether legal or beneficial in favour of any third party over or in relation to any Option. Any breach of the foregoing by the Participant shall entitle the Company to cancel any Option or part thereof granted to such Participant (to the extent not already exercised) without incurring any liability on the part of the Company.

(S) LAPSE OF OPTION

An Option shall lapse forthwith and non exercisable (to the extent not already exercised) on the earliest of:

• (i) the relevant Option Period in respect of the Option having expired;

• (ii) the first anniversary of the death of the Participant;

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

• (iii) in the event that the Participant was an employee or director of any member of the Group at the relevant Offer Date, the date on which such member of the Group terminates the Participant’s employment or removes the Participant from his or her office on the ground that the Participant has been guilty of misconduct, has committed an act of bankruptcy or has become insolvent or has made any arrangements or composition with his or her creditors generally, or has been convicted of any criminal offence involving his or her integrity or honesty. A resolution of the Board or the board of directors of the relevant member of the Group to the effect that such employment or office has or has not been terminated or removed on one or more of the grounds specified in this sub-paragraph shall be conclusive;

• (iv) in the event that the Participant was an employee or director of any member of the Group at the relevant Offer Date, the expiry of a period of three months from the date of the Participant ceasing to be an employee or director of such member of the Group by reason of:

• (a) his or her retirement on or after attaining normal retirement age or, with the consent of the Board in writing for the purpose of this sub-paragraph, at a younger age;

• (b) ill health or disability recognized as such expressed by the Board in writing for the purpose of this sub-paragraph;

• (c) the company by which he or she is employed and/or of which he or she is a director (if not the Company) ceasing to be a subsidiary of the Company;

• (d) expiry of his or her employment contract or the vacation of his or her office with such member of the Group and such contract or office is not immediately extended or renewed; or

• (e) at the discretion of the Board, any reason other than death or the reasons described in this sub-paragraph (iii) or (iv) (a) to (d).

• (v) the expiry of any period referred to in paragraph (M) and (N) above, provided that in the case of sub-paragraph (N) all Options granted shall lapse upon the proposed compromise or arrangement becoming effective; and

• (vi) the date the Participant commits any breach of the provisions of paragraph (R).

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX III

(T) ALTERATION TO THE NEW SHARE OPTION SCHEME

• (i) The New Share Option Scheme may be altered in any respect by resolution of the Board, except that the provisions of the New Share Option Scheme relating to matters set out in Rule 17.03 of the Listing Rules shall not be altered to the advantage of the Participants or the prospective Participants without the prior approval of the Shareholders in general meeting (with the Eligible Persons, the Participants and their Associates abstaining from voting).

• (ii) Any alterations to the terms and conditions of the New Share Option Scheme which are of a material nature or any change to the terms of the Options granted must be approved by the Shareholders, except where such alterations take effect automatically under the existing terms of the New Share Option Scheme.

• (iii) The amended terms of the New Share Option Scheme or the Options must still comply with the relevant requirements of Chapter 17 of the Listing Rules.

• (iv) Any change to the authority of the Directors or the scheme administrators in relation to any alteration to the terms of the New Share Option Scheme must be approved by the Shareholders in general meeting.

(U) CONDITIONS

The New Share Option Scheme will be conditional on:

• (i) the passing of an ordinary resolution by the Shareholders in general meeting approving the adoption of the New Share Option Scheme; and

• (ii) the Listing Committee of the Stock Exchange granting the listing of and permission to deal in any Shares which may fall to be issued by the Company pursuant to the exercise of Options granted under the New Share Option Scheme.

– 25 –

NOTICE OF ANNUAL 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 THE 2012 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2012 annual general meeting of shareholders of Siberian Mining Group Company Limited (the “ Company ’’) will be held at The Jasmine Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong on 31 August 2012 at 3:00 p.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and of the auditor for the year ended 31 March 2012;

2. To re-elect directors and to authorize the board of directors to fix their remuneration;

3. To re-appoint BDO Limited as the auditor of the Company and to authorize the board of directors to fix their remuneration;

4. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT

• (a) subject to paragraph (c) of this resolution, the exercise by the directors of the Company (“ Directors ”) during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and otherwise deal with additional shares (“ Shares ”) in the capital of the Company or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make, grant, sign or execute offers, agreements or options, deeds and other documents which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorize the Directors during the Relevant Period to make, grant, sign or execute offers, agreements or options, deeds and other documents which would or might require the exercise of such powers after the end of the Relevant Period;

* For identification purpose only

– 26 –

NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in this resolution, otherwise than pursuant to:

• (i) a rights issue (as defined below); or

• (ii) the exercise of rights of subscription or conversion attaching to any warrants of the Company or any securities which are convertible into Shares; or

• (iii) the exercise of any option under the share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of Shares or rights to acquire Shares of the Company; or

• (iv) scrip dividends or under similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; and

• (v) a specific authority granted by the shareholders of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly;

• (d) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier 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 articles of association of the Company or the applicable laws of the Cayman Islands to be held; and

• iii. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means the allotment, issue or grant of Shares pursuant to an offer of Shares open for a period fixed by the Directors to the holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions 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, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).”

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT

• (a) subject to paragraphs (b) and (c) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to repurchase Shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) or on any other exchange on which the securities of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose (“ Recognised Stock Exchange ”), subject to and in accordance with the applicable laws of the Cayman Islands and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or the rules of any other Recognised Stock Exchange as amended from time to time, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares which may be repurchased by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution and the approval pursuant to paragraph (a) of this resolution be limited accordingly;

• (c) for the purpose of this resolution, “Relevant Period” means the period from the date of passing of this resolution until whichever is the earlier 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 articles of association of the Company or the applicable laws of the Cayman Islands to be held; and

  • iii. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

• To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT subject to the passing of the resolutions numbered 4 and 5 as set out in the notice (the “ Notice ”) convening this meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with Shares in the capital of the Company pursuant to the resolution numbered 4 as set out in the Notice be and the same is hereby extended by the addition to the aggregate nominal amount of share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to the resolution numbered 5 as set out in the Notice provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution.”

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT

• (a) subject to and conditional upon The Listing Committee of The Stock Exchange of Hong Kong Limited granting approval of the listing of, and permission to deal in, the shares of the Company (not exceeding 10% of the Company’s issued share capital on the date of this resolution) which may fall to be issued upon the exercise of the options to be granted under the new share option scheme of the Company (the “ New Share Option Scheme ”), the terms of which are contained in the document marked “A” produced to the meeting and signed by the Chairman of the meeting for identification purposes, the New Share Option Scheme be and is hereby approved and adopted and any one Director be and is hereby authorized to grant options and to allot, issue and deal with the shares of the Company which fall to be issued pursuant to the exercise of any option granted under the New Share Option Scheme and to take all such steps as may be necessary or expedient in order to give full effect to the New Share Option Scheme;

• (b) the existing share option scheme adopted by the Company pursuant to an ordinary resolution passed by the shareholders of the Company on 19 October 2002 (the “ Existing Share Option Scheme ”) be and is hereby terminated with effect from the date on which the New Share Option Scheme shall become unconditional and effective, and shall cease to have any further effect except that the Existing Share Option Scheme will remain in full force and effect to the extent necessary to give effect to the exercise of any option granted under the Existing Share Option Scheme prior to its termination, or otherwise to the extent as may be required in accordance with the terms of the Existing Share Option Scheme.”

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

Hong Kong, 31 July 2012

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (1) A member of the Company entitled to attend and vote at the aforesaid meeting is entitled to appoint one or (if holding two or more shares) more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

• (2) To be valid, the form of proxy together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Hong Kong branch share registrar of the Company, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time fixed for holding the meeting or any adjournment thereof.

• (3) Completion and return of the form of proxy will not preclude members from attending and voting at the aforesaid meeting.

• (4) A circular containing information regarding proposals for general mandate to issue Shares and repurchase Shares and re-election of Directors will be dispatched to the members of the Company together with the 2012 annual report.

• (5) The Voting on the resolutions at the annual general meeting will be conducted by way of a poll.

• (6) The Chinese translation of this notice is for reference only, and in case of any inconsistency, the English version shall prevail.

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