Qiniu Limited — Proxy Solicitation & Information Statement 2012

Mar 7, 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.

I f 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 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 (the “Stock Exchange”) 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 the 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)

MAJOR DISPOSAL

A notice convening an extraordinary general meeting of Siberian Mining Group Company Limited to be held at 3:00 p.m. on Friday, 23 March 2012 at The Jasmine Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong is set out on pages 23 to 24 of this circular. Whether or not you intend to attend the meeting, you are advised to complete the form of proxy enclosed in accordance with the instructions printed thereon and return it 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 practicable but in any event no less than 48 hours before the time appointed for holding such meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) should you so wish.

This circular will remain on the website of the Stock Exchange at www.hkexnews.hk on the “Latest Listed Company Information” page for at least 7 days from the date of its posting and the Company’s website at www.ilinkfin.net/siberian_mining.

8 March 2012

* For identification purpose only

CONTENTS

		Page
Definitions......................................................................................................................................		1
Letter from	the Board..................................................................................................................	4
Appendix I	— Financial information................................................................................	11
Appendix II	— General Information .................................................................................	13
Notice of EGM...............................................................................................................................		23

– i –

DEFINITIONS

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

• “Announcement”

the announcement of the Company dated 27 January 2012

• “associate(s)” has the meaning ascribed to it under the Listing Rules

• “Agreement”

• a sale and purchase agreement entered into between the Company, the Purchaser and the Guarantor, on 27 January 2012 in connection with the sale and purchase of the Sale Shares

• “Board” the board of Directors of the Company

• “Business Day”

• a day (excluding Saturday, Sunday and any day on which a tropical cyclone warning No. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a “black” rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks are generally open for business in Hong Kong

• “Company” Siberian Mining Group Company Limited (stock code: 1142), a company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange

• “Century Power” Century Power (China) Limited, a company incorporated under the laws of Hong Kong and an indirect wholly-owned subsidiary of the Company

• “Completion” completion of the Agreement

• “Completion Date” the date on which Completion takes place

• “connected person(s)” has the meaning ascribed to it in the Listing Rules, and “connected” shall be construed accordingly

• “Consideration”

• the consideration payable for the Sale Shares, being HK$100,000

• “Cordia”

• Cordia Global Limited, a company wholly and beneficially owned by Mr. Choi Sungmin, a director of a wholly-owned subsidiary of the Company, Trenaco Holdings Limited

“Deposit”

HK$30,000

– 1 –

DEFINITIONS

• “DNC” Digital New Century Co. Limited is a company incorporated under the laws of Hong Kong and a direct wholly-owned subsidiary of the Company, which is the legal and beneficial owner of the entire equity interest in Century Power. Century Power is the legal and beneficial owner of 51% of the equity interest in DTVChina which in turn is the legal and beneficial owner of the entire equity interest in EnReach Information and EnRich DTV

• “Disposal” the disposal of the entire issued share capital of DNC by the Company subject to and upon the terms and conditions of the Agreement

• “Disposed Group” collectively DNC, Century Power, DTVChina, EnReach Information and EnRich DTV

• “Director(s)” director(s) of the Company (including executive directors, nonexecutive directors and independent non-executive directors)

• “DTVChina” DTVChina, Inc., a company incorporated under the laws of British Virgin Islands and an indirect non-wholly-owned subsidiary of the Company

• “EGM” an extraordinary general meeting of the Company to be convened on Friday, 23 March 2012 at 3:00 p.m. for the purpose of considering, and if thought fit, approving the Agreement and the transactions contemplated thereunder

• “EnRich DTV” EnRich DTV (China) Co. Limited, a company incorporated under the laws of Hong Kong and an indirect non-wholly-owned subsidiary of the Company

• “EnReach Information” 影蒞馳信息技術（上海）有限公司, a company incorporated under the laws of the PRC and an indirect non-wholly-owned subsidiary of the Company

• “Group” the Company and its subsidiaries

• “Guarantor”

• Mr. MOU Shuang Chun, and having made all reasonable enquiries, an independent third party not connected with the Company and its connected persons (as defined under the Listing Rules)

• “Hong Kong”

the Hong Kong Special Administrative Region of the PRC

– 2 –

DEFINITIONS

• “Latest Practicable Date”

• means 6 March 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

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

• “Notice” the notice convening the EGM which is set out on pages 23 to 24 of this circular

• “PRC” the People’s Republic of China, which for the purpose of this circular, shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “Purchaser” Netcore Co., Ltd, a company incorporated under the laws of British Virgin Islands and having made all reasonable enquiries, the Purchaser and its ultimate beneficial owner(s) are independent third parties not connected with the Company and its connected persons (as defined under the Listing Rules)

• “Sale Shares” 100 fully paid up shares of HK$1 par value each in the capital of DNC registered in the name of the Company and which comprise the entire issued share capital of DNC

• “Share(s)” ordinary share(s) of par value of HK$0.2 each in the issued share capital of the Company

• “Shareholder(s)” person(s) whose name(s) appear in the register of members of the Company as the holder(s) of Share(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “SFC” The Securities and Futures Commission of Hong Kong

• “SFO” Securities and Futures Ordinance (Cap.571, Laws of Hong Kong)

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

• “US$” United States dollars, the lawful currency of the United States of America

• “%” 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: Mr. LIM Ho Sok (Chairman) 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. CHO Min Je Mr. LIEW Swee Yean Mr. TAM Tak Wah Mr. YOUNG Yue Wing Alvin

Head office and principal place of business in Hong Kong: 16/F No. 8 Queen’s Road Central Central Hong Kong 8 March 2012

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

Dear Sir/Madam,

MAJOR DISPOSAL Disposal of Sale Shares in DNC

INTRODUCTION

Reference is made to the Announcement in relation to the Disposal. On 27 January 2012 (after trading hours), the Board announces that the Company as vendor entered into the Agreement with the Purchaser and the Guarantor, pursuant to which the Company conditionally agreed to sell and the Purchaser conditionally agreed to purchase the Sale Shares for a consideration of HK$100,000. It is estimated that, upon Completion, the Group will record a gain from the Disposal of approximately HK$8,956,000 (net of cost of disposal). Shareholders should note that the exact amount of gain from the Disposal would be calculated on the basis of the relevant figures as at the Completion Date and therefore would be different from the above amount.

* For identification purpose only

– 4 –

LETTER FROM THE BOARD

The Sale Shares represent the entire issued share capital of DNC. DNC is an investment holding company. Upon Completion, the Company will cease to hold any equity interest in the Disposed Group and the Disposed Group will cease to be subsidiaries of the Company upon Completion.

As the revenue ratio as set out in Rule 14.07 of the Listing Rules is more than 25% but less than 75%, the Disposal constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is subject to reporting, announcement and Shareholders’ approval requirement.

The purpose of this circular is to give you further details of the Disposal, the Disposal Agreement and notice of the EGM at which a resolution will be proposed to consider and, if thought fit, approve the Agreement and the transactions contemplated thereunder.

THE AGREEMENT

Date : 27 January, 2012 Parties : Vendor : the Company Purchaser : Netcore Co., Ltd, a company incorporated under the laws of British Virgin Islands, and as advised by the Purchaser, is a professional risk investment fund of technology industry and is principally engaged in professional strategic investment in the technology industry. Guarantor : MOU Shuang Chun, an independent third party not connected with the Company and its connected persons (as defined under the Listing Rules)

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Guarantor, the Purchaser and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons.

In consideration of the Vendor agreeing to enter into the Agreement, the Guarantor has agreed to guarantee the performance by the Purchaser of its obligations under the Agreement subject to and upon the terms and conditions of the Agreement.

Asset to be disposed of

The asset to be disposed of is the Sale Shares, representing the entire issued share capital of DNC.

Details of the principal activities and financial information of the Disposed Group are set out in paragraph headed “Information of the Group and the Disposed Group” below.

– 5 –

LETTER FROM THE BOARD

Consideration

The Consideration for the Sale Shares is HK$100,000 which will be settled by the Purchaser in the following manner:

• (a) upon signing of the Agreement, the Purchaser shall pay the Deposit to the Company by way of cashier order or cash; and

• (b) the remaining balance of the Consideration shall be paid by the Purchaser to the Company on Completion Date by way of cashier order or cash.

If the Purchaser fails to complete the Agreement in accordance with the terms and conditions of the Agreement, the Company may forfeit the Deposit.

Basis of determination of the Consideration

The Consideration was determined after arm’s length negotiations between the Company and the Purchaser after taking into account (i) the unaudited net liabilities of the Disposed Group as at 30 September 2011; (ii) the financial performance of the Disposed Group for the six months ended 30 September 2011 and each of the two years ended 31 March 2011 and 2010; and (iii) the business prospects of the Disposed Group.

Having considered the above and the factors described in the paragraph headed “Reasons for and benefits derived from the Disposal” below, the Directors are of the view that the Consideration is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Condition

Completion of the Agreement is conditional, upon the fulfillment of the following condition (which shall not be waived by the Purchaser) on or before 30 April 2012 (or such other date as the parties may agree):

• (a) the Shareholders passing at an extraordinary general meeting of the Company the resolutions approving the Agreement and the transactions contemplated thereunder in accordance with the Listing Rules and any applicable laws and regulations.

If the condition precedent has not been fulfilled on or before the said date, the Agreement shall lapse and neither party shall be bound to proceed with the sale and purchase of the Sale Shares, except for any antecedent breaches of the Agreement.

Guarantee

The Guarantor unconditionally and irrevocably as primary obligor undertakes to the Company the due observance and performance by the Purchaser of all the obligations of the Purchaser under the Agreement.

– 6 –

LETTER FROM THE BOARD

Completion

Completion shall take place on the fifth Business Day after the condition precedent has been fulfilled and in any event not later than 30 April 2012 (or at such later date and time as may be agreed between the parties to the Agreement).

INFORMATION OF THE GROUP AND THE DISPOSED GROUP

The principal activity of the Company is investment holding. The principal activities of the Group include (i) holding of mining rights of coal mines located in Russia; (ii) conducting the business of coal trading and scrapped iron trading; and (iii) provision of digital television technology services in the PRC.

As at the date of this circular, DNC is wholly-owned by the Company and is the holding company within the Disposed Group. The principal activity of the DNC is investment holding and its prime asset is the entire issued share capital of Century Power. Century Power is an investment holding company and its sole asset is 51% equity interest in the DTVChina. DTVChina is an investment holding company and its prime assets are the 100% equity interest in EnReach Information and EnRich DTV. The principal activity of EnReach Information is provision of digital television technology services whereas EnRich DTV is an investment holding company in digital television.

The financial information of the Disposed Group for the six months ended 30 September 2011 and each of the years ended 31 March 2010 and 2011, which are prepared in accordance with the Hong Kong accounting standards are as follows:

	For the
	six months
	ended	Year ended	Year ended
	30 September	31 March	31 March
	2011	2011	2010
	(Unaudited)	(Unaudited)	(Unaudited)
	(HK$’000)	(HK$’000)	(HK$’000)
Turnover	1,457	8,028	14,660
Loss before taxation	3,391	63,824	161,503
Loss after taxation	3,256	54,343	160,610
Net liabilities
(including non-controlling interests)	5,979	2,583	146,357
Net liabilities attributable to
owners of the Company	4,667	2,504	164,129

INFORMATION OF THE PURCHASER

As advised by the Purchaser, the Purchaser is a company established under the laws of the British Virgin Islands and is a professional risk investment fund of technology industry and engaging in professional strategic investment in the technology industry. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Purchaser and its ultimate beneficial owner(s) are third parties independent of and not connected with the Company and its connected persons (as defined in the Listing Rules).

– 7 –

LETTER FROM THE BOARD

FINANCIAL EFFECT OF THE DISPOSAL AND USE OF PROCEEDS

Upon Completion of the Disposal, all members of the Disposed Group will no longer be treated as subsidiaries of the Group and its financial results will cease to be consolidated into the consolidated accounts of the Group. It is estimated that, upon Completion, the Group will record a gain from the Disposal of approximately HK$8,956,000 (net of cost of disposal), which is calculated on the basis of the Consideration less (i) the unaudited net liabilities of the Disposed Group attributable to the Group of approximately HK$4,667,000 as of 30 September 2011; (ii) the release of exchange reserve of approximately HK$4,689,000 as of 30 September 2011 arising from the translation of the assets and liabilities of the Disposed Group that were denominated in Renminbi in prior years and the direct costs attributable to the Disposal of approximately HK$500,000. Shareholders should note that the exact amount of gain from the Disposal would be calculated on the basis of the relevant figures as at the Completion Date and therefore would be different from the above amount. It is expected that the gain from the Disposal would be reflected in the consolidated accounts of the Group for the year ending 31 March 2012. Based on the unaudited consolidated management accounts of the Group as at 30 September 2011, the total assets and total liabilities of the Group are expected to be decreased immediately after the completion of the Disposal.

The proceeds received from the Disposal will be used as general working capital of the Group.

REASONS FOR AND BENEFITS DERIVED FROM THE DISPOSAL

The digital television technology business was continuously underperformed during the year. The market is in fact competitively saturated and having slim margin. With keen market competition, product substitutes emerging and being stricken by the aftermath of financial crisis, the respective intangible asset of customer base and goodwill were fully impaired during the year of 2011. In view of tightened liquidity and uncertainty of economy in the PRC, the Company is not optimistic to this segment in the forthcoming year. The Disposal enables the Group to focus its resources in the coal mining, coal and scrapped iron trading business.

In view of the above reasons and benefits, the Directors (including the independent non-executive Directors) are of the view that entering into the Agreement by the Company is in the interests of the Group and the Shareholders as a whole and the terms of the Agreement are on normal commercial terms and are fair and reasonable.

IMPLICATIONS OF THE LISTING RULES

As the revenue ratio as set out in Rule 14.07 of the Listing Rules is more than 25% but less than 75%, the Disposal constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is subject to reporting, announcement and Shareholders’ approval requirement.

The Purchaser has confirmed that it, its ultimate beneficial owner(s) and their respective associates (as defined under the Listing Rules) do not hold any Shares. The Guarantor has confirmed that he and his respective associates (as defined under the Listing Rules) do not hold any Shares. As at the date of this circular, to the best knowledge, information and belief of the Directors, as no Shareholder has interest in the Disposal, no Shareholder and its associates (as defined under the Listing Rules) is required to abstain from voting on the Disposal at the EGM.

– 8 –

LETTER FROM THE BOARD

The EGM will be convened for the Shareholders to consider and, if thought fit, to approve the Agreement and the transactions contemplated thereunder.

EGM

The EGM will be held for considering and, if thought fit, passing the ordinary resolutions to approve the Agreement and the transactions contemplated thereunder. A notice convening the EGM to be held at 3:00 p.m. on Friday, 23 March 2012 at The Jasmine Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong is set out on pages 23 to 24 of this circular.

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

In accordance with Rule 13.39(4) of the Listing Rules, all votes of the Shareholders to be taken at the EGM must be taken by poll, and an announcement of the results of which will be published on the date of the EGM or not later than 30 minutes before the earlier of the commencement of the morning trading session or any pre-opening session on the business day following the EGM as prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Board considers that the terms and conditions of the Agreement are fair and reasonable and the Disposal is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the resolution(s) as set out in the notice of the EGM.

– 9 –

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendix to this circular.

As Completion is subject to the fulfillment of condition precedent which is detailed in this circular under the paragraph headed “Condition”, the Disposal may or may not be completed. Shareholders and potential investors of the Company should exercise caution when dealing in the Shares or any other securities of the Company.

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

– 10 –

FINANCIAL INFORMATION

APPENDIX I

A. STATEMENT OF INDEBTEDNESS

Borrowings

At the close of business on 31 January 2012, being the latest practicable date for the purposes of preparing this indebtedness statement prior to the printing of this circular, the Group had an aggregate outstanding borrowings of approximately HK$213,914,000 comprising:

• (1) an unsecured amount due to a shareholder of the Company in the aggregate amount of US$ 7,975,000 (equivalent to approximately HK$62,205,000);

• (2) unsecured promissory notes in the principal amounts of US$18,277,000 (equivalent to approximately HK$142,561,000) and HK$2,355,000, respectively;

• (3) an unsecured amount due to a related party of Renminbi 3,816,000 (equivalent to approximately HK$4,708,000); and

• (4) other unsecured loan in the amount of HK$2,085,000.

Commitments

As at 31 January 2012, the Group had capital commitments in respect of:

• (1) purchases of property, plant and equipment of approximately Russia ruble 5,396,000 (equivalent to approximately HK$1,380,000); and

• (2) acquisition of additional equity interests in a subsidiary of approximately US$1,300,000 (equivalent to approximately HK$10,140,000).

For the purpose of the above indebtedness statement, foreign currency amounts have been translated into Hong Kong dollars at the approximate exchange rates prevailing at the close of business on 31 January 2012.

Disclaimer

Save as aforesaid or otherwise mentioned herein, and apart from intra-group liabilities and normal trade payables in the ordinary course of the business, the Group did not have any other outstanding borrowings, mortgages, charges, debentures, loan capital and overdraft, debt securities or other similar indebtedness, finance leases or hire purchase commitment, liabilities under acceptances or acceptance credits or any guarantees or other material contingent liabilities at the close of business on 31 January 2012, being the latest practicable date for the purpose of this statement of indebtedness prior to printing of this circular.

Save as aforesaid, the Directors are not aware of any material changes in the indebtedness and contingent liabilities of the Group since 31 January 2012, the date to which the indebtedness statement is made and up to the Latest Practicable Date.

– 11 –

FINANCIAL INFORMATION

APPENDIX I

B. WORKING CAPITAL

The Directors, after due and careful consideration, are of the opinion that, in the absence of unforeseen circumstances, and taking into consideration of the financial resources available to the Group including (i) the internal financial resources; (ii) the net proceeds to be received by the Group as a result of the Disposal; (iii) the written standby financial support from Mr. Lim Ho Sok, an Executive Director and Chairman of the Board of the Company; (iv) the written standby financial support from Mr. Choi Sungmin (“ Mr. Choi ”), a director of a subsidiary of the Group; and (v) Cordia, a shareholder of the Company and being wholly-owned by Mr. Choi, does not intend to demand repayment of the amount due by the Group to Cordia at the date of this circular until such time when any repayment to Cordia will not affect the Group’s ability to repay other creditors, for at least 12 months from the date of this circular, the Group will have sufficient working capital for its present requirements for the next twelve months from the date of this circular.

C. FINANCIAL AND TRADING PROSPECTS

The Group commenced scrapped iron trading in September 2011 and recorded a turnover of approximately HK$1.6 million for the six months ended 30 September 2011. It is expected that scrapped iron trading business will continue to gain momentum and be the prime contributor to the Group’s turnover for the year ended 31 March 2012.

The prospecting and exploration design for the Russian coal mines has already been developed and its approval has been granted by the relevant authorities, which enables the Group to move into the next phase of exploration drilling as scheduled. As the Group’s coal mining business is still at the initial development stage, no revenue is expected to be generated from the Russian coal mines in the foreseeable future.

The Company intends to dispose the business in digital television technology services due to its unsatisfactory performance, details of which was disclosed in the Announcement. This proposed rationalization action will enable the Group to focus on its natural resources and mineral related core businesses.

– 12 –

GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

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

2. SHARE CAPITAL

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

Authorised	HK$
5,000,000,000 shares of HK$0.20 each	1,000,000,000.00
Issued and fully paid:	HK$
227,870,653 shares of HK$0.20 each	45,574,131

3. DISCLOSURE OF INTERESTS

(a) Directors’ interests and short positions in the securities of the Company and its associated corporation

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the Shares, underlying Shares and debentures of the Company and its associated corporation(s) (within the meaning of Part XV of the SFO) which were required (i) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions in which they were taken or deemed to have under such provisions of the SFO); or (ii) pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, were as follows:

– 13 –

GENERAL INFORMATION

APPENDIX II

(i) Long positions in the Shares and the underlying shares of the Company

		Number of
		Shares and	Approximate
		underlying	percentage of
Directors	Capacity	shares	shareholding
Lim Ho Sok	Interest of controlled	11,400,000	5.00%
(“Mr. Lim”)	corporation_(Note 1)_
	Beneficial owner	2,000,000	0.88%
		(Note 2)
Pang Ngoi Wah	Beneficial owner	2,175,000	0.95%
Edward		(Note 3)
(“Mr. Pang”)

Note:

• (1) These 11,400,000 Shares are beneficially owned by Goldwyn Management Limited (“ Goldwyn ”). The entire issued share capital of Goldwyn is legally and beneficially owned by Mr. Lim.

• (2) These 2,000,000 are share options of the Company granted to Mr. Lim with the exercise period from 30 January 2012 to 29 January 2022 at an exercise price of HK$0.355 per Share.

• (3) Included 2,000,000 share options of the Company granted to Mr. Pang with the exercise period from 30 January 2012 to 29 January 2022 at an exercise price of HK$0.355 per Share.

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

– 14 –

GENERAL INFORMATION

APPENDIX II

(b) Substantial Shareholder’s interests

So far as is known to the Directors, as at the Latest Practicable Date, the following persons (not being Directors or chief executive of the Company) had, or were deemed to have, interest or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or who were directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group:

(i) Long position in the Shares and underlying shares of the Company

The following persons in the Shares and underlying shares of equity derivatives of the Company were recorded in the register.

		Number of
		Shares and	Approximate
		underlying	percentage of
Name	Capacity	shares	shareholding
Cordia	Beneficial owner	35,816,750,000	15718.02%
	(Note 4)
Mr. Choi	Interest of controlled	35,816,750,000	15718.02%
	corporation_(Note 4)_
	Beneficial owner	2,000,000	0.88%
		(Note 5)
Jung Mi Na	Deemed interest	35,818,750,000	15718.90%
	(Note 4, 5)
Kim Seon Yong	Beneficial owner	21,300,000	9.35%

Note:

• (4) The entire issued share capital of Cordia is beneficially owned by Mr. Choi Sungmin. By virtue of the SFO, Mr. Choi and Ms. Jung Mi Na, being the wife of Mr. Choi, are deemed to be interested in these 35,816,750,000 Shares and underlying shares which Cordia has beneficial interest in.

• (5) These 2,000,000 are share options of the Company granted to Mr. Choi with the exercise period from 30 January 2012 to 29 January 2022 at an exercise price of HK$0.355 per Share. By virtue of the SFO, Ms. Jung Mi Na, being the wife of Mr. Choi, is deemed to be interested in these 2,000,000 underlying shares which Mr. Choi has beneficial interest in.

Save as disclosed above, as at the Latest Practicable Date, so far as was known to any Director or chief executive of the Company, no person other than a Director or chief executive of the Company had any interests or short positions in the Shares and the underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 or Part XV of the SFO or who were directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group.

– 15 –

GENERAL INFORMATION

APPENDIX II

(c) Interest of other persons in the Company

• (i) Long position in the Shares and underlying shares of the Company

The following persons in the Shares of the Company were recorded in the register.

		Number of
		Shares and	Approximate
		underlying	percentage of
Name	Capacity	shares	shareholding
Goldwyn	Beneficial owner_(Note 6)_	11,400,000	5.00%
Mr. Lim	Interest of controlled	11,400,000	5.00%
	corporation_(Note 6)_
	Beneficial owner	2,000,000	0.88%
		(Note 7)
Lim Chi Wook	Deemed interest	13,400,000	5.88%
	(Note 6, 7)

Note:

• (6) The entire issued share capital of Goldwyn is beneficially owned by Mr. Lim. By virtue of the SFO, Mr. Lim and Ms. Lim Chi Wook, being the wife of Mr. Lim, are deemed to be interested in these 11,400,000 Shares which Goldwyn has beneficial interest in.

• (7) These 2,000,000 are share options of the Company granted to Mr. Lim with the exercise period from 30 January 2012 to 29 January 2022 at an exercise price of HK$0.355 per Share. By virtue of the SFO, Ms. Lim Chi Wook, being the wife of Mr. Lim, is deemed to be interested in these 2,000,000 underlying shares which Mr. Lim has beneficial interest in.

Save as disclosed above, as at the Latest Practicable Date, so far as was known to any Director or chief executive of the Company, none of the Director or proposed director is a director or employee of a company, which has an interest or short position in the Shares and underlying Shares of the Company which fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO and recorded in the register required to be kept under section 336 of the SFO, and who were directly or indirectly deemed to be interested in the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company.

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GENERAL INFORMATION

APPENDIX II

4. COMPETING INTEREST

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

5. SERVICE CONTRACTS

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

6. INTERESTS IN THE GROUP’S ASSETS OR CONTRACTS OR ARRANGEMENTS SIGNIFICANT TO THE GROUP

On or about 8 September 2011, Grandvest International Limited, a direct wholly-owned subsidiary of the Company, has entered into a sale and purchase agreement with Cordia and Mr. Choi in connection with the sale and purchase of the shares and loan of SOFOCO Development Limited. As at the Latest Practicable Date, save as disclosed above, none of the Directors had any direct or indirect interest in any assets which have, since 31 March 2011 (being the date to which the latest published audited consolidated financial statements of the Group were made up), been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, save and except the grant of option to Directors on 30 January 2012 as disclosed in the Company’s announcement dated 30 January 2012, none of the Directors was materially interested in any contract or arrangement subsisting at the date of this circular which is significant in relation to the business of the Group.

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GENERAL INFORMATION

APPENDIX II

7. LITIGATION

Legal Proceedings Taken By Three Former Shareholders of a Russian Subsidiary Against the Group

As at the Latest Practicable Date, each of the three former shareholders of a Russian subsidiary of the Group, namely, Tannagashev Ilya Nikolaevich (the “1st Claimant”), Demeshonok Konstantin Yur’evich (the “2nd Claimant”) and Kochkina Ludmila Dmitrievna (the “3rd Claimant”) has submitted a claim for their respective share of the third stage payment by the Group for the acquisition of the remaining 30% equity interest in LLC “Shakhta Lapichevskaya”. The 1st Claimant is claiming an amount of approximately US$2.32 million (equivalent to HK$18.1 million), the 2nd Claimant is claiming an amount of approximately US$1.06 million (equivalent to HK$8.3 million) and the 3rd Claimant is claiming an amount of approximately US$0.77 million (equivalent to HK$6.0 million). The Group had already provided for the full amount of the third stage payment of approximately US$3.10 million in total (equivalent to HK$31.9 million) under current liabilities in the financial statements as of 30 September 2011.

Civil Proceedings Taken by the Company Against Three Former Directors of the Company

The Company has commenced a civil action against three former executive directors by issuing a writ of Summons at the Court of First Instance on 15 April 2010 seeking approximately HK$19 million damages. A statement of claim was filed at the Court of First Instance on 11 October 2011 claiming against the Defendants for their fraudulent breaches of fiduciary duty, and/or common law duty of care.

As at the Latest Practicable Date, save for the litigation and civil proceedings as referred to above, neither the Company nor any other member of the Group was engaged in any other litigation or arbitration or claim of material importance and no litigation, arbitration or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

8. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 March 2011, the date to which the latest published audited consolidated financial statements of the Group were made up.

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GENERAL INFORMATION

APPENDIX II

9. MATERIAL CONTRACTS

As at the Latest Practicable Date, the following contracts (not being contracts entered into in the ordinary course of business) have been entered into by members of the Group within the two years preceding the issue of this circular and are or may be material:

• (a) the Agreement;

• (b) the subscription agreement entered into between the Company and Mr. Kim Seon Yong dated 11 January 2012 in relation to the issue and allotment of a total of 21,300,000 new Shares to Mr. Kim Seon Yong by the Company;

• (c) the termination agreement, dated 6 January 2012, entered into by the Company and Lyceum Partners LLC in relation to the termination of the equity line of credit and option to the Company with effect from 6 January 2012;

• (d) sale and purchase agreement, dated 8 September 2011, entered into between, among others, Grandvest International Limited, a direct wholly-owned subsidiary of the Company, Cordia and Mr. Choi Sung Min in connection with the sale and purchase of the shares and loan of SOFOCO Development Limited;

• (e) the subscription agreement, dated 8 September 2011, entered into between the Company and Cordia in relation to the issue and allotment of 1,150,000,000 new shares, such number of new shares fall to be issued has become 57,500,000 new Shares after the share consolidation came into effect on 3 October 2011, to Cordia by the Company;

• (f) the subscription agreement, dated 23 August 2011, entered into between the Company and Kim Seon Yong in relation to the issue and allotment of 141,000,000 new Shares to Kim Seon Yong by the Company;

• (g) the Memorandum of Understanding dated 11 August 2011 between SK Networks Co., Ltd, the Company and Trenaco Holdings Ltd in relation to the proposed investment of certain coal mines situated in Colombia up to a principle amount of USD20 million (approximately HKD156 million);

• (h) the agreement, dated 17 June 2011, entered into among the Company and Lyceum Partners LLC in relation to the equity line of credit to be granted by Lyceum Partners LLC to the Company and the option granted to the Company;

• (i) the subscription agreement, dated 11 May 2011, entered into between the Company and Kim Seon Yong in relation to the issue and allotment of 128,000,000 new Shares to Kim Seon Yong by the Company;

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GENERAL INFORMATION

APPENDIX II

• (j) the finders fee agreement, dated 15 April 2011, entered into between Mr. Alejandro Ochoa Ortiz, Mr. Rafael Arturo Mc Causland Garcia and Mr. Jose Ignacio Trujillo Trujillo, as the finders, and the Company in relation to the allotment and issuance of new Shares equivalent to the aggregate amount of US$500,000 to the Finders by the Company;

• (k) the share subscription agreement dated 15 April 2011 entered into between Grandvest International Limited, a wholly-owned subsidiary of the Company, Mr. Vega, Mr. Puippe, Mr. Sanmiguel and Mr. Gutierrez and Trenaco SA in relation to the proposed subscription of shares of Trenaco SA;

• (l) the agreement dated 15 April 2011 entered into between Mr. Puippe, Mr. Sanmiguel and Mr. Gutierrez (collectively the “ Three Target Shareholders ”) and the Company in relation to the proposed allotment and issuance of new Shares equivalent to the aggregate amount of US$300,000 to the Three Target Shareholders by the Company;

• (m) the subscription agreement, dated 16 February 2011, entered into between the Company and Uridul Asset Management Company in relation to the issue and allotment of 260,000,000 new Shares to Uridul Asset Management Company by the Company;

• (n) the subscription agreement, dated 27 October 2010, entered into between the Company and Goldwyn Management Limited in relation to the issue and allotment of 200,000,000 new Shares to Goldwyn Management Limited by the Company;

• (o) the agreement dated 14 October 2010 entered into between Cordia, the Company and Cheong Lee Securities Ltd in relation to the placing of 100,000,000 existing Shares and the subscription of 100,000,000 new Shares by Cordia;

• (p) the agreement dated 9 October 2010 entered into between Cordia, the Company and Cheong Lee Securities Ltd in relation to the placing of 120,000,000 existing Shares and the subscription of 120,000,000 new Shares by Cordia;

• (q) the agreement dated 4 October 2010 entered into between Cordia, the Company and KGI Capital Asia Limited in relation to the placing of 60,000,000 existing Shares and the subscription of 60,000,000 new Shares by Cordia;

• (r) the termination agreement dated 7 May 2010 entered into by the Company and IBTS Asia (HK) Limited and Prudential Brokerage Limited in respect of the placing agreement as referred to in paragraph(s) below;

• (s) the placing agreement dated 22 April 2010 entered into between the Company and IBTS Asia (HK) Limited and Prudential Brokerage Limited in relation to the placing of a maximum of 224,000,000 new Shares;

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GENERAL INFORMATION

APPENDIX II

• (t) the subscription agreement dated 6 March 2012 entered into between the Company and Income Plus Investment Limited in relation to the subscription of a total of 20,678,685 new Shares;

• (u) the subscription agreement dated 6 March 2012 entered into between the Company and Master Impact Inc., in relation to the subscription of a total of 62,036,055 new Shares;

• (v) the subscription agreement dated 6 March 2012 entered into between the Company and Skyline Merit Limited in relation to the subscription of a total of 41,357,370 new Shares; and

• (w) the placing agreement dated 6 March 2012 entered into between the Company and Hani Securities (H.K.) Limited, in relation to the placing of the convertible bonds of up to an aggregate principal amount of US$70,000,000.00.

10. MISCELLANEOUS

• (i) The registered office of the Company is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

• (ii) The head office and principal place of business of the Company is 16/F, No. 8 Queen’s Road Central, Central, Hong Kong.

• (iii) The company secretary of the Company is Ms. Lo Suet Fan, who is an associate member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants of the United Kingdom.

• (iv) The branch share registrar and transfer office of the Company in Hong Kong is Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (v) This circular has been prepared in both English and Chinese. In the case of any discrepancy, the English text shall prevail.

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GENERAL INFORMATION

APPENDIX II

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours from 9:30 a.m. to 12:45 p.m. and from 2:00 p.m. to 6:00 p.m. (save for Saturdays, Sundays and public holidays) at the head office and principal place of business of the Company in Hong Kong at 16/F, No. 8 Queen’s Road Central, Central, Hong Kong, up to and including the date of the EGM:

• (i) the memorandum and articles of association of the Company;

• (ii) the material contracts referred to in the paragraph headed “9. Material Contracts’’ in this appendix;

• (iii) the Company’s annual reports for the two years ended 31 March 2010 and 31 March 2011, respectively;

• (iv) the interim report of the Company for the six months ended 30 September 2011;

• (v) the circular of the Company dated 30 June 2011 in relation to (1) grant of the equity line of credit to the Company and (2) grant of specific mandate to issue new Shares;

• (vi) the circular of the Company dated 15 July 2011 in relation to general mandates to issue Shares and repurchase Shares and re-election of Directors;

• (vii) the circular of the Company dated 9 September 2011 in relation to Share consolidation;

• (viii) the circular of the Company dated 30 September 2011 in relation to (1) connected transaction in relation to the subscription for new shares to be issued by way of specific mandate; and (2) discloseable and connected transaction in relation to the disposal of 70% of the issued share capital of Sofoco Development Limited; and

• (ix) this circular.

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NOTICE OF EGM

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)

N OTICE IS HEREBY GIVEN that an extraordinary general meeting of Siberian Mining Group Company Limited (the “Company”) will be held at 3:00 p.m. on Friday, 23 March 2012 at The Jasmine Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT :—

2. (A) the sale and purchase agreement dated 27 January 2012 (the “ Agreement ”) entered into between the Company, Netcore Co., Ltd and Mr. MOU Shuang Chun, in connection with the sale and purchase of the 100 fully paid up shares of HK$1 par value each in the capital of Digital New Century Co. Limited (a copy of which has been produced to the meeting marked “ A ” and initialled by the chairman of the meeting for identification purpose), and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and

3. (B) any one director of the Company (“ Director ”) be and is hereby generally and unconditionally authorized to do all such acts and things, to sign and execute all such documents for and on behalf of the Company by hand, or in the case of execution of documents under seal, to do so jointly with any one of a second Director, a duly authorised representative of the Director or the secretary of the Company, and to take such steps as he may in his absolute discretion considers necessary, appropriate, desirable or expedient to give effect to or in connection with the Agreement and the transactions contemplated thereunder”

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

Hong Kong, 8 March 2012

* For identification purpose only

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NOTICE OF EGM

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: 16/F No. 8 Queen’s Road Central Central Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or, if he is the holder of two or more shares, more than one, proxy to attend and vote in his stead. A proxy need not be a member of the Company.

2. In the case of joint holders of shares, any one of such holders may vote at the meeting, either in person or by proxy, in respect of such shares as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, that one of such joint holders whose name stands first on the register of members of the Company in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

3. To be valid, the form of proxy, together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority must be deposited with 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 no less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

4. Completion and return of the accompanying form of proxy will not preclude members of the Company from attending and voting in person at the aforesaid meeting or any adjournment thereof should they so wish.

5. The voting on the proposed resolutions at the EGM will be conducted by way of poll.

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