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 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)

(1) PROPOSED SUBSCRIPTION, ISSUE OF SHARES UNDER SPECIFIC MANDATE, (2) PROPOSED REFRESHMENT OF THE EXISTING GENERAL MANDATE TO ALLOT AND ISSUE SHARES AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

==> picture [115 x 58] intentionally omitted <==

A letter from the Independent Board Committee (as defined in this circular) is set out on page 21 of this circular. A letter from Wallbanck Brothers, the independent financial adviser to the Independent Board Committee and the Independent Shareholders (as defined in this circular), is set out on pages 22 to 33 of this circular.

A notice convening an extraordinary general meeting of Siberian Mining Group Company Limited to be held at 3:00 p.m. on Thursday, 28 February 2013 at The Jasmine Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong is set out on pages 34 to 37 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 http://siberian.todayir.com.

8 February 2013

* For identification purpose only

	Page
Definitions......................................................................................................................................	1
Letter from the Board..................................................................................................................	6
Letter from the Independent Board Committee......................................................................	21
Letter from Wallbanck Brothers................................................................................................	22
Notice of EGM...............................................................................................................................	34

– i –

DEFINITIONS

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

“AGM” the annual general meeting of the Company held on 31 August 2012 in which the Shareholders had approved the Existing General Mandate
“Announcement” the announcement of the Company dated 8 January 2013 in relation to the proposed Subscription and issue of Shares under the Specific Mandate
“associate(s)” has the meaning ascribed to it under the Listing Rules
“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
“Completion” completion of the Subscription in accordance with the terms and conditions of the Subscription Agreements
“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
“connected person(s)”
has the meaning ascribed to it in the Listing Rules, and “connected” shall be construed accordingly
“Director(s)” director(s) of the Company
“EGM”

the extraordinary general meeting of the Company to be convened and held at 3:00 p.m. on Thursday, 28 February 2013 at The Jasmine Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong for considering and, if thought fit, approving (i) the Subscription Agreements and transactions contemplated thereunder, together with the granting of the Specific Mandate; and (ii) the refreshment of the Existing General Mandate

– 1 –

DEFINITIONS

“Existing General Mandate”
“Group”
“Hong Kong”
“Independent Board Committee”
“Independent Shareholder(s)”
“Independent Financial Adviser” or “Wallbanck Brothers”
“Independent Third Party(ies)”
“Issue Mandate”

the general mandate which was granted to the Directors pursuant to an ordinary resolution passed at the AGM for the issue and allotment of up to 70,488,552 new Shares, representing 20% of the aggregate nominal amount of the share capital of the Company in issue on the date thereof

the Company and its subsidiaries

the Hong Kong Special Administrative Region of the PRC

an independent committee of the Board comprising all the independent non-executive Directors to advise the Independent Shareholders as to the fairness and reasonableness of the grant of the Issue Mandate
any Shareholder(s) other than controlling Shareholders and their associates or, if there is no controlling Shareholder, the Directors (excluding Independent Non-executive Directors) and the chief executive of the Company and their respective associates
Wallbanck Brothers Securities (Hong Kong) Limited, the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the refreshment of the Existing General Mandate and a corporation licensed to carry out Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO
any person(s) or company(ies) and their respective ultimate beneficial owner(s) whom, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, are third parties independent of the Company and its connected persons of the Company in accordance with the Listing Rules

the general mandate proposed to be granted to the Directors at the EGM to exercise the power of the Company to allot, issue and otherwise deal with new Shares not exceeding 20% of the issued share capital of the Company as at the date of the passing of the relevant resolution

– 2 –

DEFINITIONS

“Keystone”
“Keystone Short Term Loan”
“Keystone Subscription”
“Keystone Subscription Agreement”
“Kim”
“Kim Short Term Loan”
“Kim Subscription”
“Kim Subscription Agreement”
“Last Trading Day”
Keystone Global Co., Ltd, a company incorporated under the laws of Republic of Korea, whose shares are listed on the Korean Stock Exchange, stock code 012170, and having made all reasonable enquiries, Keystone and its ultimate beneficial owners are independent third parties not connected with the Company and its connected persons (as defined under the Listing Rules)
short term loan for an amount of US$1,400,000 (approximately HK$10,920,000) granted to the Company on 19 December 2012, bearing an interest of 6% p.a., which is repayable 12 months from the drawdown date, that is, 19 December 2012 and can be renewable for further periods up to 36 months to be mutually agreed by Keystone and the Company, the entire principal amount is outstanding as at the date of this circular
the subscription of a total of 42,000,000 new Shares by Keystone pursuant to the Keystone Subscription Agreement
the agreement dated 8 January 2013 entered into between the Company and Keystone after the trading hours in relation to the Keystone Subscription
Mr. Kim Chul, a South Korean, as advised by Mr. Kim Chul, sole shareholder of Wonang and having made all reasonable enquiries, Mr. Kim Chul is independent third party not connected with the Company and its connected persons (as defined under the Listing Rules)
short term loan for an amount of US$940,000 (approximately HK$7,332,000) granted to the Company on 18 December 2012, bearing an interest of 6% p.a., which is repayable 12 months from the drawdown date, that is, 18 December 2012 and can be renewable for further periods up to 36 months to be mutually agreed by Kim and the Company, the entire principal amount is outstanding as at the date of this circular
the subscription of a total of 28,200,000 new Shares by Kim pursuant to the Kim Subscription Agreement
the agreement dated 8 January 2013 entered into between the Company and Kim after the trading hours in relation to the Kim Subscription
8 January 2013, being the last trading day immediately prior to the entering into of the Subscription Agreements

– 3 –

DEFINITIONS

“Latest Practicable Date” 4 February 2013, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular
“Listing Committee” has the same meaning ascribed thereto in the Listing Rules
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Loan Agreements” collectively the Wonang Short Term Loan, Keystone Short Term Loan and Kim Short Term Loan
“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
“SFO” Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong)
“Share(s)” ordinary share(s) of par value of HK$0.20 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 Shares
“Specific Mandate” a specific mandate to be sought from the Shareholders at the EGM to allot and issue the Subscription Shares pursuant to the Subscription Agreements
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Subscribers” collectively Wonang, Kim and Keystone
“Subscription” the subscription for the Subscription Shares by the Subscribers as contemplated under the Subscription Agreements
“Subscription Agreements” collectively the Wonang Subscription Agreement, Kim Subscription Agreement and Keystone Subscription Agreement
“Subscription Shares” 84,000,000 new Shares to be issued and allotted to the Subscribers for full and final settlement of the Loan Agreements
“Subscription Price” the subscription price of HK$0.260 per Subscription Share
“Subsidiary” any subsidiary (from time to time) of the Company

– 4 –

DEFINITIONS

“Takeovers Code”

The Code on Takeovers and Mergers

“Wonang”

Wonang Industries Co., Ltd, a company incorporated under the laws of Republic of Korea and having made all reasonable enquiries, Wonang and its ultimate beneficial owners are independent third parties not connected with the Company and its connected persons (as defined under the Listing Rules)

“Wonang Short Term Loan”

short term loan for an amount of US$460,000 (approximately HK$3,588,000) granted to the Company on 18 December 2012, bearing an interest of 6% p.a., which is repayable 12 months from the drawdown date, that is, 18 December 2012 and can be renewable for further periods up to 36 months to be mutually agreed by Wonang and the Company, the entire principal amount is outstanding as at the date of this circular

“Wonang Subscription”
the subscription of a total of 13,800,000 new Shares by Wonang pursuant to the Wonang Subscription Agreement
“Wonang Subscription Agreement”
the agreement dated 8 January 2013 entered into between the Company and Wonang after the trading hours in relation to the Wonang Subscription
“HK$” or “HK dollars”

Hong Kong dollars, the lawful currency of Hong Kong

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

“%” per cent.

In this circular, for illustration purposes only, unless otherwise stated, the conversion of US dollars into HK dollars is based on the approximate exchange rate of US$1.00 to HK$7.8.

– 5 –

LETTER FROM THE BOARD

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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1142)

Executive Directors: Mr. LIM Ho Sok (Chairman) Mr. CHOI Jun Ho

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: Room 2402, 24/F Tower 2, Admiralty Centre 18 Harcourt Road, Admiralty Hong Kong

8 February 2013

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

Dear Sir/Madam,

(1) PROPOSED SUBSCRIPTION, ISSUE OF SHARES UNDER SPECIFIC MANDATE, (2) PROPOSED REFRESHMENT OF THE EXISTING GENERAL MANDATE TO ALLOT AND ISSUE SHARES AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

As disclosed in the Announcement, the resolutions in respect of the approval of the Subscription Agreements and the issue of the Subscription Shares under the Specific Mandate will be proposed at the EGM. The Company also proposes to put forward the refreshment of the Existing General Mandate for approval by the Independent Shareholders at the EGM.

* For identification purpose only

– 6 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things: (i) further details of the Subscription Agreements and further information of the Company; (ii) the recommendation of the Independent Board Committee to the Independent Shareholders with regards to the grant of the Issue Mandate; (iii) a letter of advice from Wallbanck Brothers to the Independent Board Committee and the Independent Shareholders with regards to the grant of the Issue Mandate; and (iv) a notice of the EGM.

(1) PROPOSED SUBSCRIPTION, ISSUE OF SHARES UNDER SPECIFIC MANDATE

On 8 January 2013 (after trading hours), the Company has entered into the following three separate subscription agreements with each of the Subscribers, pursuant to which the Subscribers have conditionally agreed to subscribe for and the Company has conditionally agreed to allot and issue the Subscription Shares at the Subscription Price per Subscription Share. The Subscription Price of all the Subscription Shares will be settled by setting off with the outstanding principal amount of the Loan Agreements. The aggregate outstanding principal amount of the Loan Agreements up to the date of this circular is US$2,800,000.00 (approximately HK$21,840,000.00). The aggregate accrued interests under the Loan Agreements up to the date of this circular are approximately US$24,164 (approximately HK$188,479). The Company will settle the accrued interest in cash to the Subscribers on Completion. The Company entered into the Loan Agreements because the Company required fund for its general working capital and repayments of liabilities. The proceeds of the Loan Agreements have been applied for the following purposes up to the Latest Practicable Day:

(i) Refunds of coal trading deposits of US$1.90 million (approximately HK$14.82 million);
(ii) Repayments of loans from Directors of approximately HK$2.35 million;
(iii) For funding the daily operations of the Russian subsidiary of US$0.34 million (approximately HK$2.65 million);
(iv) For settlement of daily expenses of the Group of approximately HK$1.78 million; and
(v) The balancing amount of HK$0.24 million not yet utilized would be reserved for general working capital purposes.

In light of the simple terms and interest rate of the Loan Agreements and the fact that no security is needed from the Company, the Directors consider the terms and conditions of the Loan Agreements and the entering into the Loan Agreements are fair and reasonable and in the interests of the Company and Shareholders as a whole. The Company originally planned to extend the Loan Agreements upon the maturity date or conduct fund raising activities including raising bank loans and/or issue shares for settlement of the Loan Agreements. The willingness of the Subscribers to take up the Shares triggered the change of the Company’s plan as it will contribute to reduce the Company’s interest expense, decrease the Company’s gearing ratio and reduce the Company’s need to conducting further fund raising activities. In light of the change of circumstances, the Directors’ consider that the settlement of the Loan Agreements by way of issue of Shares is fair and reasonable and in the interest of the Company and its Shareholders as a whole.

– 7 –

LETTER FROM THE BOARD

Upon the issue and allotment of all the Subscription Shares by the Company to the Subscribers, all the liabilities and obligations of the Company relating to the Loan Agreements shall be fully satisfied and discharged. The Subscription Agreements are not inter-conditional. Although there were other interest-bearing borrowings of approximately HK$21.5 million (as to HK$19 million due to ACME Perfect Limited (“ ACME ”) and as to approximately equivalent HK$2.5 million due to a former shareholder of the Group’s Russian subsidiary) classified under current liabilities as at 30 September 2012 as shown in the Company’s 2012 Interim Report, and the Loan Agreements were drawndown only in December 2012, the Company considered to offset the Loan Agreements in a short period of time instead of repaying these other current liabilities first because:

(a) HK$10.5 million loan due to ACME had already been discharged by the subscription of new Shares under general mandate by ACME (please refer to the Company’s announcements dated 5 December 2012 and 17 December 2012); and
(b) the Subscribers are willing to take the Shares as settlement of the outstanding principal amount of the Loan Agreements.

(i) Wonang Subscription Agreement

Date : 8 January 2013 (after trading hours)

Parties : The issuer : the Company Subscriber : Wonang, a company incorporated under the laws of Republic of Korea, and as advised by Wonang, is principally engaged in renting and leasing of real estate and parking lot. As advised by Wonang, Wonang is entirely owned by Kim.

(ii) Kim Subscription Agreement

Date : 8 January 2013 (after trading hours) Parties : The issuer : the Company Subscriber : Kim, an independent third party not connected with the Company and its connected persons (as defined under the Listing Rules). As advised by Kim, Kim entirely owns Wonang.

– 8 –

LETTER FROM THE BOARD

(iii) Keystone Subscription Agreement

Date : 8 January 2013 (after trading hours) Parties : The issuer : the Company Subscriber : Keystone, a company incorporated under the laws of Republic Korea, and as advised by Keystone, is principally engaged in mine development and coal sales and resource development. As advised by Keystone, Keystone is owned by about 4,864 natural persons and 2 corporate shareholders. No shareholder is holding more than 13.5% of the shareholding of Keystone.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, Wonang, Keystone and their respective ultimate beneficial owner(s) are Independent Third Parties of the Company and its connected persons. As advised by Keystone, as at the date of this circular, Keystone holds 11,000,000 Shares, representing approximately 2.60% of the existing issued share capital of the Company. As advised by Kim, Kim holds 7.2% of Master Impact Inc. which holds 14.69% of the existing issued share capital of the Company. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries at the date of this circular, save as disclosed above, Wonang and Keystone and their respective ultimate beneficial owner(s) do not hold any Shares.

As confirmed and advised by the Subscribers that, save as disclosed above, they do not have any relationship between them, further they do not have any agreement nor understanding whether formal or informal, actively cooperate to obtain or consolidate control of the Company through the acquisition by any of them of voting rights of the Company. The issue of Subscription Shares for each Subscriber under the Subscription Agreements is not inter-conditional. As advised by the Subscribers, the Subscribers are of the view that they are not acting in concert under the Takeovers Code.

Information about the Company and the Group

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

– 9 –

LETTER FROM THE BOARD

The Loan Agreements

The principal terms of the Loan Agreements are as follows:—

Name of lenders: Wonang Kim Keystone Outstanding US$460,000 US$940,000 US$1,400,000 principal (approximately (approximately (approximately amount: HK$3,588,000) HK$7,332,000) HK$10,920,000) Interest: 6% p.a. 6% p.a. 6% p.a. Term: Repayable 12 months from the respective drawdown date and can be renewable for further periods up to 36 months to be mutually agreed by the respective lender and the Company Early repayment: The Company has the rights to earlier repay the whole or any part of the loan without any penalty at any time Drawdown Date: 18 December 2012 18 December 2012 19 December 2012 Security: Unsecured

After the Completion of the Subscription, there will not be any outstanding principal amount or accrued interests of the Loan Agreements.

Number of Subscription Shares

The following table summarizes the number of Subscription Shares and the aggregate amount of the Subscription Price to be paid by each of the Subscribers:

	Number of	Aggregate amount of
Name of Subscribers	Subscription Shares	Subscription Price
		(HK$)
Wonang	13,800,000	3,588,000
Kim	28,200,000	7,332,000
Keystone	42,000,000	10,920,000
Total	84,000,000	21,840,000

The total number of 84,000,000 Subscription Shares represents: (i) approximately 19.88% of the existing issued share capital of the Company as at the date of this circular; and (ii) approximately 16.59% of the issued share capital of the Company as enlarged by the issue and allotment of the Subscription Shares.

– 10 –

LETTER FROM THE BOARD

Ranking of the Subscription Shares

The Subscription Shares, upon issue, will rank pari passu in all respects among themselves and with the Shares in issue as at the date of allotment and issue of the Subscription Shares.

Conditions of the Subscription Agreements

Completion of the relevant Subscription Agreements and issue of the Subscription Shares are conditional upon the fulfillment of all the following conditions (which shall not be waived by the Subscribers) on or before 30 June 2013 (or such other date as the parties may agree):

(a) the granting of the listing of and permission to deal in the Subscription Shares by the Listing Committee of the Stock Exchange; and
(b) the Shareholders passing at an EGM the resolutions approving the issue of the Subscription Shares under a specific mandate.

If any of the conditions precedent have not been fulfilled on or before 30 June 2013 or such later date as agreed by the respective parties to the Subscription Agreements, the relevant Subscription Agreements shall lapse and the relevant party(ies) shall not be bound to proceed with the relevant Subscription except for any antecedent breaches of the relevant Subscription Agreements.

Completion

Completion of the Subscription Agreements shall take place on the fifth Business Day after all the conditions precedent have been fulfilled.

Specific Mandate to the Issue of the Subscription Shares

The Subscription Shares will be issued under the Specific Mandate to be approved by the Shareholders at the EGM.

Subscription Price for Issue of the Subscription Shares

The Subscription Price for issue of each Subscription Share is HK$0.260 which represents:—

(i) a discount of approximately 18.75% to the closing price of HK$0.320 per Share as quoted on the Stock Exchange on the Last Trading Day of the Shares;
(ii) a discount of approximately 13.04% to the average closing price of approximately HK$0.299 per Share for the last 5 consecutive trading days immediately prior to the Last Trading Day;
(iii) a discount of approximately 10.65% to the average closing price of approximately HK$0.291 per Share for the last 10 consecutive trading days immediately prior to the Last Trading Day; and
(iv) a discount of approximately 13.33% to the closing price of HK$0.300 per Share as quoted on the Stock Exchange on the Latest Practicable Day of the Shares.

– 11 –

LETTER FROM THE BOARD

The Subscription Price was arrived at after arm’s length negotiations between the Company and the Subscribers with reference to the prevailing market prices of the Shares as shown above. The Directors consider the Subscription Price, with such discount as disclosed above, and the terms and conditions of the Subscription Agreements are fair and reasonable and in the interests of the Company and Shareholders as a whole on the following basis: (i) the Subscribers showed their willingness to subscribe the Subscription Shares at the Subscription Price. The Company tried to strike a better bargain for the Company and obtain a better price with smaller discount to the closing price of the Share as quoted on the Stock Exchange on the Last Trading Day of the Shares so as to be more beneficial to the Company and its Shareholders. Despite the various negotiations between the Company and the Subscribers, the Subscribers insisted on subscribing the Subscription Shares at the Subscription Price. The Subscribers are of the view that the Subscription Price should be the same price of HK$0.250 as the Company’s issue of new Shares in December 2012 which has just been completed shortly. In light of the net current liabilities position of the Company, as disclosed by the Company in its 2012 Interim Report, and the bargaining power between the parties, the Directors consider it is for the interest of the Company to yield to the request of the Subscribers. Therefore the Company considers it is fair and reasonable to give a larger discount to the Subscribers and a historical price of HK$0.250 is a fair and commercial basis for arriving the Subscription Price; and (ii) the Subscription Price is more or less approximating the subscription price of HK$0.250 per share in the new Shares subscription under general mandate as disclosed in the Company’s announcement dated 5 December 2012.

Each of the Subscribers will settle the Subscription Price by setting off the Subscription Price with the respective outstanding principal amount of the Loan Agreements.

Application for Listing

Application will be made to the Stock Exchange to grant the listing of, and permission to deal in, the Subscription Shares.

Reasons for entering into the Subscription Agreements

The Subscription Agreements serve to convert the outstanding principal of the Loan Agreements into equity capital of the Company and, therefore, can reduce the amount of borrowings of the Group and improve its working capital position in an efficient and effective manner. The Directors are of the opinion that it is in the interest of the Company to preserve as much liquidity as possible in order to strengthen the Group’s financial position and secure a sustainable business growth. Since the Subscribers have an interest in the business of the Company and are willing to accept the Subscription Shares for full and final settlement of the Loan Agreements, the Directors consider that it is for the benefit of the Company to enter into the Subscription Agreements.

– 12 –

LETTER FROM THE BOARD

(2) SHAREHOLDING STRUCTURE OF THE COMPANY AND THE POTENTIAL DILUTION TO SHAREHOLDING OF THE EXISTING PUBLIC SHAREHOLDERS BY THE ISSUE MANDATE

As at the date of this circular, the Company has 422,442,763 Shares in issue. The shareholding structure of the Company immediately before Completion of the issue of the Subscription Shares and immediately after Completion of the issue of the Subscription Shares (and taking into account of the full utilisation of the Issue Mandate) will be as follows:

Name of Shareholders Goldwyn Management Limited (Note 1) Pang Ngoi Wah Edward, a non-executive Director Sub-total Existing Public Shareholders ACME Perfect Limited Master Impact Inc. Skyline Merit Limited Wonang_(Note 2)_ Kim Keystone Other public Shareholders Sub-total Shares to be issued under the Issue Mandate Total	As at the Latest Practicable Date Number of % Shares (approx.) 11,400,000 2.70% 175,000 0.04% 11,575,000 2.74% 70,000,000 16.57% 62,036,055 14.69% 41,357,370 9.79% — 0.00% — 0.00% 11,000,000 2.60% 226,474,338 53.61% 410,867,763 97.26% — 0.00% 422,442,763 100.00%	Shareholding in the Company immediately after Completion (assuming no other Shares are issued and/or repurchased by the Company) Number of % Shares (approx.) 11,400,000 2.25% 175,000 0.03% 11,575,000 2.28% 70,000,000 13.82% 62,036,055 12.25% 41,357,370 8.17% 13,800,000 2.72% 28,200,000 5.57% 53,000,000 10.47% 226,474,338 44.72% 494,867,763 97.72% — 0.00% 506,442,763 100.00%	Shareholding in the Company upon full utilization of the Issue Mandate (assuming no other Shares are issued and/or repurchased by the Company and the Subscription not yet completed) Number of % Shares (approx.) 11,400,000 2.25% 175,000 0.03% 11,575,000 2.28% 70,000,000 13.81% 62,036,055 12.24% 41,357,370 8.16% — 0.00% — 0.00% 11,000,000 2.17% 226,474,338 44.67% 410,867,763 81.05% 84,488,552 16.67% 506,931,315 100.00%	Upon full utilization of the Issue Mandate (assuming no other Shares are issued and/or repurchased by the Company and the Subscription has been completed) Number of % Shares (approx.) 11,400,000 1.93% 175,000 0.03% 11,575,000 1.96% 70,000,000 11.85% 62,036,055 10.50% 41,357,370 7.00% 13,800,000 2.34% 28,200,000 4.77% 53,000,000 8.97% 226,474,338 38.31% 494,867,763 83.74% 84,488,552 14.30% 590,931,315 100.00%	Upon full utilization of the Issue Mandate (assuming no other Shares are issued and/or repurchased by the Company and the Subscription has been completed) Number of % Shares (approx.) 11,400,000 1.93% 175,000 0.03% 11,575,000 1.96% 70,000,000 11.85% 62,036,055 10.50% 41,357,370 7.00% 13,800,000 2.34% 28,200,000 4.77% 53,000,000 8.97% 226,474,338 38.31% 494,867,763 83.74% 84,488,552 14.30% 590,931,315 100.00%
					1.96%
					11.85% 10.50% 7.00% 2.34% 4.77% 8.97% 38.31%
					83.74%
					14.30%
					100.00%

Notes:

Goldwyn Management Limited is wholly and beneficially owned by Mr. Lim Ho Sok, an executive Director and the Chairman of the Company.
These Shares are registered in the name of Wonang, which is wholly-owned by Kim who is deemed to be interested in all the Shares in which Wonang is interested by virtue of the SFO.

– 13 –

LETTER FROM THE BOARD

(3) FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE-MONTH PERIOD

The Company has conducted the following fund raising activities in the past 12 months immediately preceding the date of this circular:

Intended use of proceeds as stated in the announcement

Actual use of proceeds/Remarks

Date of

Net proceeds

announcement Event Net proceeds the announcement proceeds/Remarks 6 March 2012 Subscription of Approximately Full and final Full and final 124,072,110 new US$8.95 million discharge of the discharge of the Shares (approximately Promissory Notes for Promissory Notes for HK$69.81 million) a total amount of a total amount of US$9 million US$9 million (approximately (approximately HK$70.2 million) HK$70.2 million)

27 November Third Supplemental Subject to the Third (i) Approximately Not yet finalized, 2012 Agreement relating to Supplemental US$10,000,000 since the Third the placing of Agreement is (approximately Supplemental convertible bonds of approved by the HK$78,000,000) for Agreement is yet to be up to an aggregate Shareholders and the financing the approved by the principal amount of entire aggregate exploration drilling Shareholders US$30,000,000 principal amount of and geological and (approximately US$30,000,000 of the hydrological surveys HK$234,000,000) convertible bonds are and the development successfully placed, of Lot 2 of the coal the net proceeds will mines in Russia; (ii) be approximately approximately US$29,801,900 US$2,435,900 (approximately (approximately HK$232,454,820) HK$19,000,000) for repayment of two existing loans of the Company due to an independent third party; (iii) approximately US$13,500,000 (approximately HK$105,300,000) for repayment of existing liabilities of the Group owed to Cordia Global Limited and (iv) approximately US$3,866,000 (approximately HK$30,154,800), representing the balancing amount, for general working capital purposes

– 14 –

LETTER FROM THE BOARD

Date of

announcement Event

Net proceeds

Intended use of proceeds as stated in Actual use of the announcement proceeds/Remarks

5 December Subscription of Approximately 2012 70,000,000 new HK$17.15 million Shares under general mandate

General working All proceeds had been capital of the Group used as intended as and repayment of general working liabilities capital of the Group in the amount of approximately of HK$4.95 million and for repayment of liabilities of the Group in the amount of approximately of HK$12.2 million

Save as disclosed above, the Company has not conducted any fund raising activity in the previous 12 months.

(4) PROPOSED REFRESHMENT OF EXISTING GENERAL MANDATE TO ALLOT AND ISSUE SHARES

At the AGM, the Shareholders approved, among other things, an ordinary resolution to grant to the Directors the Existing General Mandate to issue, allot and deal with up to 70,488,552 Shares, which is equivalent to 20% of the then issued share capital of the Company.

As announced by the Company on 17 December 2012, 70,000,000 new Shares had been issued under the Existing General Mandate representing approximately 99.31% of the Existing General Mandate. Consequentially, as at the Latest Practicable Date, the Directors may issue, allot and deal with up to 488,552 Shares under the Existing General Mandate, representing approximately 0.12% of the Shares in issue as at the Latest Practicable Date. The Company has not refreshed the Existing General Mandate since the AGM.

Pursuant to Rule 13.36(4) of the Listing Rules, the refreshment of the Existing General Mandate shall be subject to the Independent Shareholders’ approval by way of poll at the EGM, where any controlling Shareholders and their associates or, where there is no controlling Shareholder, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the Issue Mandate. For details of the persons shall be abstained from voting in favour of the respective resolution, please refer to the section headed “EGM AND VOTING ARRANGEMENT” below.

As at the Latest Practicable Date, the Company had an aggregate of 422,442,763 Shares in issue. Subject to the passing of the ordinary resolutions for the approval of the grant of the Issue Mandate and assuming that no Shares will be issued or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the Company would be allowed under the Issue Mandate to allot and issue up to 84,488,552 Shares, representing 20% of the issued share capital of the Company as at the Latest Practicable Date and the date of the EGM.

– 15 –

LETTER FROM THE BOARD

Reasons for the grant of the Issue Mandate

As mentioned, the Existing General Mandate has almost been fully utilised by the fund raising activities as disclosed in the section “FUND RAISING ACTIVITIES IN THE PAST TWELVE-MONTH PERIOD” above in this circular.

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

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

The Company does not have any detailed plans to utilise the proceeds from the Issue Mandate. Assuming the Issue Mandate will be fully utilized shortly and the Shares are issued at HK$0.250 per Share, the total estimated gross proceeds will amount to approximately HK$21.12 million. Assuming the Issue Mandate will be fully utilized in one time and based on the procedures adopted by the Company for estimation of its cash management, including working capital requirement forecast, capital commitment requirement forecast, review of debt repayment schedule, the total estimated gross proceeds may be applied by the Group in the following manner:

(a) about two-thirds, being approximately HK$14.08 million will be applied for repayment of existing liabilities of the Group; and
(b) the remaining one-third, being approximately HK$7.04 million will be for general working capital purposes to support core businesses and for daily operation.

As of the date of this circular, no specific target of any possible acquisition or investment or business opportunities has been identified and there are no negotiations at this stage. In case the Company has identified any specific acquisition or investment or business opportunities, the Directors may change the above-mentioned use of total estimated proceeds for funding of the investment. In such case, the Company will make the necessary announcement as and when needed, and comply with the Listing Rules when proceeding with the possible acquisition or investment or business opportunities. In any event, the definite use of proceeds will be announced when the Company issue Shares under the Issue Mandate.

– 16 –

LETTER FROM THE BOARD

Apart from the issue of convertible bonds as disclosed in the Company’s circular dated 4 October 2012, the Company does not have any present intention or immediate plans for any fund raising activities. Although there is no specific need or intention for fund raising, the Company will not convene the next annual general meeting very shortly, in order to give more flexibility to the Company to take advantage of the market in case of necessity, the Directors consider the refreshment of the Existing General Mandate is necessary, fair and reasonable, and in the interest of the Company and its Shareholders as a whole.

Although (i) the Subscription, (ii) the proposed refreshment of Existing General Mandate and (iii) other fund raising activities of the Company in the past twelve-month period as listed in page 14 in this circular will cause/have caused dilution in the Shares, the Directors to their best knowledge consider the Subscription and the proposed refreshment of Existing General Mandate are fair and reasonable to the Shareholders as a whole, as the Directors have taken into account of the following factors:

(a) the Company requires funding for its operations;
(b) the financial position of the Company will be strengthened as the gearing ratio will be substantially reduced; and
(c) the cost of raising finance by such means will be comparatively lower.

The Company has considered other alternative fund raising methods, namely, raising bank loans without diluting the interests of current Shareholders. However, the interest rate and cost for obtaining such bank loans is high.

(5) EGM AND VOTING ARRANGEMENT

The EGM will be held for considering and, if thought fit, passing the ordinary resolutions to approve (i) the Subscription Agreements and the transactions contemplated thereunder, together with the granting of the Specific Mandate; and (ii) the refreshment of Existing General Mandate to allot shares.

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

– 17 –

LETTER FROM THE BOARD

(i) Subscription

As at the date of this circular, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, save as aforesaid, no Director or Shareholder except Keystone has a material interest in the Subscription. Accordingly, Keystone is required to abstain from voting at the EGM in respect of the resolutions relating to the Keystone Subscription Agreement. Save as disclosed above, no Shareholder is required to abstain from voting at the EGM in respect of the resolutions relating to the Subscription.

(ii) Issue Mandate

As the proposed refreshment of the Existing General Mandate is being made prior to the Company’s next annual general meeting, pursuant to Rule 13.36(4) of the Listing Rules, the refreshment of the Existing General Mandate shall be subject to the Independent Shareholders’ approval by way of poll at the EGM, where any controlling Shareholders and their associates or, where there is no controlling Shareholder, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the Issue Mandate. As at the Latest Practicable Date, there is no controlling Shareholder as defined in the Listing Rules. As such, Mr. Pang Ngoi Wah Edward, a non-executive Director, and his associates, with an interest of 175,000 Shares, representing approximately 0.04% of the issued share capital of the Company as at the Latest Practicable Date, and Mr. Lim Ho Sok, an executive Director and the Chairman of the Company, and his associates, Goldwyn Management Limited, with an interest of 11,400,000 Shares, representing approximately 2.70% of the issued share capital of the Company as at the Latest Practicable Date shall abstain from voting for the resolution in relation to the proposed refreshment of the Existing General Mandate to be proposed at the EGM in accordance with Rule 13.36(4) of the Listing Rules.

A notice convening the EGM to be held at 3:00 p.m. on 28 February 2013 at The Jasmine Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong is set out on pages 34 to 37 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.

– 18 –

LETTER FROM THE BOARD

(6) 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.

(7) RECOMMENDATION

The Board considers that the terms and conditions of the Subscription Agreements are fair and reasonable and the Subscription is in the interest of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the resolution nos. 1(A), 1(B) and 1(C) in respect of the Subscription as set out in the notice of the EGM.

The Company has appointed Wallbanck Brothers as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the refreshment of the Existing General Mandate. The text of the letter of advice from Wallbanck Brothers to the Independent Board Committee and the Independent Shareholders is set out on pages 22 to 33 of this circular.

The Independent Board Committee comprising all the independent non-executive Directors, namely Mr. Cho Min Je, Mr. Liew Swee Yean, Mr. Tam Tak Wah and Mr. Young Yue Wing Alvin, has been established to give advice to the Independent Shareholders in respect of the refreshment of the Existing General Mandate. The letter from the Independent Board Committee, which contains its recommendation to the Independent Shareholders in respect of the transactions, is set out on page 21 of this circular.

The Independent Board Committee, having taken into account the advice of the Independent Financial Adviser, considers the granting of the Issue Mandate is fair and reasonable and in the interest of the Company and the Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the ordinary resolution approving the granting of the Issue Mandate at the EGM.

In the light of the above, the Directors believe that the proposals at the EGM are in the best interest of the Company and its Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution no. 2 in respect of the granting of the Issue Mandate as set out in the notice of the EGM.

– 19 –

LETTER FROM THE BOARD

If any of the conditions precedent to the Completion under the Subscription Agreements is not satisfied, all or part, as the case may be, of the Subscription will lapse and will not proceed. 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

– 20 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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)

8 February 2013

To the Independent Shareholders

Dear Sir/Madam,

REFRESHMENT OF EXISTING GENERAL MANDATE

We refer to the circular of the Company dated 8 February 2013 (the “ Circular ”), of which this letter forms part. Terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.

We have been appointed by the Board as the Independent Board Committee to advise the Independent Shareholders on whether the refreshment of Existing General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and in the interest of the Company and the Shareholders as a whole.

We wish to draw your attention to the letter of advice from Independent Financial Adviser as set out on pages 22 to 33 of the Circular and the letter from the Board as set out on pages 6 to 20 of the Circular.

Having considered, among other things, the factors and reasons considered by, and the opinion of Wallbanck Brothers as stated in its letter of advice, we consider that the refreshment of Existing General Mandate is fair and reasonable so far as the Independent Shareholders are concerned, and in the interest of the Company and the Shareholders as a whole.

Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the refreshment of Existing General Mandate.

Yours faithfully For and on behalf of

Independent Board Committee of

Siberian Mining Group Company Limited

Cho Min Je Liew Swee Yean Tam Tak Wah

Young Yue Wing Alvin

Independent Non-Executive Directors

* For identification purpose only

– 21 –

LETTER FROM WALLBANCK BROTHERS

The following is the full text of a letter of advice from Wallbanck Brothers, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in connection with the refreshment of Existing General Mandate which has been prepared for the purpose of incorporation in this circular:

==> picture [95 x 72] intentionally omitted <==

1312, Tower 1, Lippo Centre, 89 Queensway, Central, Hong Kong

8 February 2013

To the Independent Board Committee and the Independent Shareholders of Siberian Mining Group Company Limited

Dear Sirs,

REFRESHMENT OF EXISTING GENERAL MANDATE

INTRODUCTION

We refer to our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the proposed refreshment of the Existing General Mandate, details of which are set out in the letter from the Board (the “ Board Letter ”) contained in this circular (the “ Circular ”) dated 8 February 2013 issued by the Company, of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

The Board proposed the refreshment of the Existing General Mandate for the Directors to allot and issue Shares not exceeding 20% of the share capital of the Company in issue as at the date of the EGM. Pursuant to Rule 13.36(4)(a) of the Listing Rules, the proposed refreshment of the Existing General Mandate requires the approval of the Independent Shareholders at the EGM at which any of the controlling Shareholders and their associates, or where there are no controlling Shareholders, the Directors (excluding independent non-executive Directors) and the chief executives and their respective associates shall abstain from voting in favour of the resolution approving the proposed refreshment of the Existing General Mandate.

– 22 –

LETTER FROM WALLBANCK BROTHERS

As at the Latest Practicable Date, the Company has no controlling Shareholder as defined in the Listing Rules. As such, Mr. Pang Ngoi Wah Edward, a non-executive Director, and his associates, with an interest of 175,000 Shares, representing approximately 0.04% of the issued share capital of the Company as at the Latest Practicable Date, and Mr. Lim Ho Sok, an executive Director and the Chairman of the Company, and his associates, Goldwyn Management Limited, with an interest of 11,400,000 Shares, representing approximately 2.70% of the issued share capital of the Company as at the Latest Practicable Date, shall abstain from voting for the resolution in relation to the proposed refreshment of the Existing General Mandate to be proposed at the EGM in accordance with Rule 13.36(4) of the Listing Rules.

Saved as disclosed above, none of the other Directors and their respective associates holds any Shares as at the Latest Practicable Date.

The Independent Board Committee comprising all the independent non-executive Directors, namely Mr. Cho Min Je, Mr. Liew Swee Yean, Mr. Tam Tak Wah and Mr. Young Yue Wing Alvin, has been established to advise the Independent Shareholders in respect of the proposed refreshment of the Existing General Mandate. Wallbanck Brothers has been appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in this respect. The appointment of Wallbanck Brothers has been approved by the Independent Board Committee.

BASIS OF OUR OPINION

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

– 23 –

LETTER FROM WALLBANCK BROTHERS

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

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

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

Our opinions are based on the Directors’ representation and confirmation that there are no undisclosed private agreements/arrangements or implied understanding with anyone concerning the proposed refreshment of the Existing General Mandate.

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

Our opinions and their validity are subject to the views of the Board concerning the proposed refreshment of the Existing General Mandate.

We take no responsibility for the contents of the Letter from the Board, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this letter.

– 24 –

LETTER FROM WALLBANCK BROTHERS

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion and recommendations to the Independent Board Committee and the Independent Shareholders, we have taken into consideration the following principal factors and reasons. Our conclusions are based on the results of all analyses taken as a whole.

1. Background of the refreshment of Existing General Mandate

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

2. Reasons for the refreshment of Existing General Mandate

As stated in the Board Letter, the Existing General Mandate has almost been fully utilised by the fund raising activities as disclosed in the section “FUND RAISING ACTIVITIES IN THE PAST TWELVE-MONTH PERIOD” in the Board Letter.

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

As stated in the Board Letter, the Company does not have any detailed plans to utilise the proceeds from the Issue Mandate. Assuming the Issue Mandate will be fully utilised shortly and the Shares are issued at HK$0.250 per Share, the total estimated gross proceeds will amount to approximately HK$21.12 million.

– 25 –

LETTER FROM WALLBANCK BROTHERS

Assuming the Issue Mandate will be fully utilised in one time and based on the procedures adopted by the Company for estimation of its cash management, including working capital requirement forecast, capital commitment requirement forecast, review of debt repayment schedule, the total estimated gross proceeds may be applied by the Group in the following manner:

(a) about two-thirds, being approximately HK$14.08 million will be applied for repayment of existing liabilities of the Group; and
(b) the remaining one-third, being approximately HK$7.04 million will be for general working capital purposes to support core businesses and for daily operation.

As stated in the Board Letter, as of the date of this circular, no specific target of any possible acquisition or investment or business opportunities has been identified and there are no negotiations at this stage. In case the Company has identified any specific acquisition or investment or business opportunities, the Directors may change the above-mentioned use of total estimated proceeds for funding of the investment. In such case, the Company will make the necessary announcement as and when needed, and comply with the Listing Rules when proceeding with the possible acquisition or investment or business opportunities. In any event, the definite use of proceeds will be announced when the Company issue Shares under the Issue Mandate.

As stated in the Board Letter, apart from the issue of convertible bonds as disclosed in the Company’s circular dated 4 October 2012, the Company does not have any present intention or immediate plans for any fund raising activities. Although there is no specific need or intention for fund raising, the Company will not convene the next annual general meeting very shortly, in order to give more flexibility to the Company to take advantage of the market in case of necessity, the Directors consider the refreshment of the Existing General Mandate is necessary, fair and reasonable, and in the interest of the Company and its Shareholders as a whole.

As stated in the Board Letter, although (i) the Subscription, (ii) the proposed refreshment of Existing General Mandate and (iii) other fund raising activities of the Company in the past twelve-month period as listed in page 14 in this circular will cause/have caused dilution in the Shares, the Directors to their best knowledge consider the Subscription and the proposed refreshment of Existing General Mandate are fair and reasonable to the Shareholders as a whole, as the Directors have taken into account of the following factors:

(a) the Company requires funding for its operations;
(b) the financial position of the Company will be strengthened as the gearing ratio will be substantially reduced; and
(c) the cost of raising finance by such means will be comparatively lower.

– 26 –

LETTER FROM WALLBANCK BROTHERS

As stated in the Board Letter, the Company has considered other alternative fund raising methods, namely, raising bank loans without diluting the interests of current Shareholders. However, the interest rate and cost for obtaining such bank loans is high.

Financial performance and business plan of the Group

Set out below is a summary of the audited financial information of the Company for the year of 2011 and 2012:

	For the year ended	For the year ended
	31 March 2012	31 March 2011
	*HK$’000*	*HK$’000*
Turnover from continuing
operations	9,291	10,211
Net loss after taxation attributable
to shareholders from continuing
operations	409,397	81,226
	As at	As at
	31 March 2012	31 March 2011
	*HK$’000*	*HK$’000*
Net current liabilities	41,935	5,045
Current ratio	14.9%	88.9%
Gearing ratio	2.95%	2%

According to the 2012 annual report of the Group (“ AR2012 ”), the turnover from continuing operations of the Group for the year ended 31 March 2012 (“ YE2012 ”) was approximately HK$9.3 million (31 March 2011: approximately HK$10.2 million), representing a decrease of approximately 9.01%. The Group recorded a loss from continuing operations attributable to shareholders of approximately HK$409.4 million (31 March 2011: approximately HK$81.2 million). According to AR2012, the loss was mainly attributable to the net effects of the following items, (i) impairment loss of HK$253.0 million (2011: Nil) on the carrying amount of the mining rights of the Russian coal mines in YE2012 mainly due to decrease in international coal prices that impacted the valuation results; (ii) no impairment loss of customer base of the digital television technology services business in YE2012 since the customer base had already been fully impaired in last year ended 31 March 2011 (“ LY2011 ”) (2011: impairment loss of HK$34.7 million); (iii) no fair value gain on the conversion option of the Company’s convertible notes in YE2012 since all the convertible notes had been fully converted in LY2011 (2011: fair value gain of HK$90.3 million); (iv) increase in impairment loss to HK$8.0 million (2011: HK$4.7 million) on technical know-how in vertical farming in YE2012; (v) reduction in selling and distribution costs to HK$2.1 million (2011: HK$5.5 million), which was in line with the

– 27 –

LETTER FROM WALLBANCK BROTHERS

reduction in turnover of digital television technology services business; (vi) reduction in administrative and other expenses to HK$177.6 million (2011: HK$182.9 million), due to cost control measures and less business activities from digital television technology services business and vertical farming; (vii) drop in finance costs to HK$23.2 million (2011: HK$32.1 million) mainly resulted from no imputed interest on the Company’s convertible notes in YE2012 (2011: imputed interest of HK$7.4 million) as all convertible notes had been fully converted; and (viii) gain on disposal of subsidiaries of HK$15.4 million (2011: Nil).

As for the asset and liability position of the Group, the Group had net current liabilities of HK$41.9 million (2011: HK$5.0 million). The Group’s current ratio, being a ratio of current assets to current liabilities, was 14.9% (2011: 88.9%). The Group’s gearing ratio, being a ratio of total interest-bearing borrowings to total assets, was 2.95% (2011: 2.0%).

As quoted from the audit opinion of AR2012:

“Without qualifying our opinion, we draw attention to Note 3(b) to the consolidated financial statements which indicates that the Group incurred a net loss for the year from continuing operations of HK$448,799,000 for the year ended 31 March 2012 and, as of that date, the Group’s current liabilities exceeded its current assets by HK$41,935,000. These conditions, along with other matters as set forth in Note 3(b) indicate the existence of a material uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern.”

The Directors are of the view that having the fund raising capability is a prudent approach (on unforeseen circumstances) in maintaining sufficient cashflow for the normal operation of the Group’s existing business. As such, it is reasonable to expect that the Group will have a timely funding need for such purposes. Having considered (i) the loss position of the Group; and (ii) the net current liabilities position of the Group, we concur with the Directors’ view that the refreshment of Existing General Mandate to be fair and reasonable and in the interest of the Company and the Shareholders as a whole.

– 28 –

LETTER FROM WALLBANCK BROTHERS

3. Fund raising activities in the past twelve months

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

Actual use of proceeds as at the Latest Practicable Date

				Actual use of proceeds
Date of				as at the Latest
announcement	Event	Net proceeds	Intended use of proceeds	Practicable Date
6 March 2012	Subscription of	Approximately	Full and final discharge of	Full and final discharge
	124,072,110 new	US$8.95 million	the Promissory Notes for a	of the Promissory Notes
	Shares	(approximately	total amount of US$9 million	for a total amount of
		HK$69.81 million)	(approximately HK$70.2	US$9 million
			million)	(approximately
				HK$70.2 million)
27 November	Third Supplemental	Subject to the Third	(i) Approximately	Not yet finalised,
2012	Agreement relating	Supplemental	US$10,000,000	since the Third
	to the placing of	Agreement is	(approximately	Supplemental
	convertible bonds of	approved by the	HK$78,000,000) for	Agreement is yet to be
	up to an aggregate	Shareholders and the	financing the exploration	approved by the
	principal amount of	entire aggregate	drilling and geological and	Shareholders
	US$30,000,000	principal amount of	hydrological surveys and the
	(approximately	US$30,000,000 of the	development of Lot 2 of the
	HK$234,000,000)	convertible bonds are	coal mines in Russia; (ii)
		successfully placed,	approximately US$2,435,900
		the net proceeds will	(approximately
		be approximately	HK$19,000,000) for
		US$29,801,900	repayment of two existing
		(approximately	loans of the Company due to
		HK$232,454,820)	an independent third party;
			(iii) approximately
			US$13,500,000
			(approximately
			HK$105,300,000) for
			repayment of existing
			liabilities of the Group owed
			to Cordia Global Limited and
			(iv) approximately
			US$3,866,000
			(approximately
			HK$30,154,800),
			representing the balancing
			amount, for general working
			capital purposes
5 December 2012	Subscription of	Approximately	General working capital of	All proceeds had been
	70,000,000 new	HK$17.15 million	the Group and repayment of	used as intended as
	Shares under		liabilities	general working capital
	general mandate			of the Group in the
				amount of
				approximately of
				HK$4.95 million and
				for repayment of
				liabilities of the Group
				in the amount of
				approximately of
				HK$12.2 million

– 29 –

LETTER FROM WALLBANCK BROTHERS

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

As noted from the table above, the Directors hold the view that the actual use of proceeds was in line with the intended use of proceeds.

4. Financial flexibility

As advised by the Directors, the Group does not obviate the possibilities of further issuing capital should there be investors indicating interest in the business of the Group in the future. The Directors believe that the refreshment of Existing General Mandate will provide the Group with flexibility and ability to capture any appropriate capital raising or investment or business opportunities when they arise. Furthermore, the Board considers that the Issue Mandate will empower the Directors to issue new Shares under the refreshed limit speedily as and when necessary, and without the need to seek further approval from the Shareholders. The Directors are therefore of the view that the refreshment of Existing General Mandate is in the interests of the Company and the Shareholders as a whole. As further advised by the Directors, the Company did not have any plan to utilise the Issue Mandate as at the Latest Practicable Date.

As discussed in the foregoing, the refreshment of Existing General Mandate would provide the Company with the necessary flexibility to fulfil any possible funding needs for future business development and/or investment decisions. The refreshment of Existing General Mandate would also provide the Company with the flexibility as allowed under the Listing Rules to allot and issue new Shares for equity fund raising activities, such as placing of new Shares, or as consideration for potential investments in the future as and when such opportunities arise. Furthermore, the additional amount of equity which may be raised after the refreshment of Existing General Mandate would provide the Group with more financing options when assessing and negotiating potential investments in a timely manner. Given the financial flexibility available to the Company as discussed above, the Directors are of the opinion that the refreshment of Existing General Mandate is in the interests of the Company and the Shareholders as a whole.

5. Other financing alternatives

Based on the representation of the Directors of the Company, the Directors confirmed that apart from equity financing, the Group will also consider debt financing, such as bank borrowings and issue of bonds, to be the other possible fund raising alternatives available to the Group. However, the Directors are of the view that the ability of the Group to obtain bank borrowings usually depends on the Group’s profitability, financial position and the then prevailing market condition. Furthermore, such alternative may be subject to lengthy due diligence and negotiations with banks. Also, in light of debt financing will usually incur an interest burden on the Group, the Directors consider debt financing to be relatively uncertain and time-consuming as compared to equity financing, such as placing of new Shares, for the Group to obtain additional funding.

– 30 –

LETTER FROM WALLBANCK BROTHERS

The Directors represented that the Company will explore appropriate equity fund raising opportunities and/or investment opportunities which may or may not require the use of the Issue Mandate. The Directors confirmed that they would exercise due and careful consideration when choosing the best financing method available to the Group. With this being the case, along with the fact that the refreshment of Existing General Mandate will provide the Company with an additional alternative and it is reasonable for the Company to have the flexibility in deciding the financing methods for its future business development, the Directors are of the view that the refreshment of Existing General Mandate is in the interests of the Company and the Shareholders as a whole.

6. Potential dilution to shareholding of the Independent Shareholders

The table below sets out the shareholding structure of the Company (i) as the Latest Practicable Date; and (ii) immediately after Completion of the Subscription; (iii) upon full utilisation of the Issue Mandate (assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the EGM and the Subscription has not been completed); and (iv) upon full utilisation of the Issue Mandate (assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the EGM and the Subscription has been completed), for illustrative and reference purpose:

As at the Latest Practicable Date Number of % Shares (approx.) 11,400,000 2.70% 175,000 0.04% 11,575,000 2.74% 70,000,000 16.57% 62,036,055 14.69% 41,357,370 9.79% — 0.00% — 0.00% 11,000,000 2.60% 226,474,338 53.61% 410,867,763 97.26% — 0.00% 422,442,763 100.00%	As at the Latest Practicable Date Number of % Shares (approx.) 11,400,000 2.70% 175,000 0.04% 11,575,000 2.74% 70,000,000 16.57% 62,036,055 14.69% 41,357,370 9.79% — 0.00% — 0.00% 11,000,000 2.60% 226,474,338 53.61% 410,867,763 97.26% — 0.00% 422,442,763 100.00%	Immediately after Completion of the Subscription Number of % Shares (approx.) 11,400,000 2.25% 175,000 0.03% 11,575,000 2.28% 70,000,000 13.82% 62,036,055 12.25% 41,357,370 8.17% 13,800,000 2.72% 28,200,000 5.57% 53,000,000 10.47% 226,474,338 44.72% 494,867,763 97.72% — 0.00% 506,442,763 100.00%	Immediately after Completion of the Subscription Number of % Shares (approx.) 11,400,000 2.25% 175,000 0.03% 11,575,000 2.28% 70,000,000 13.82% 62,036,055 12.25% 41,357,370 8.17% 13,800,000 2.72% 28,200,000 5.57% 53,000,000 10.47% 226,474,338 44.72% 494,867,763 97.72% — 0.00% 506,442,763 100.00%	Upon full utilization of the Issue Mandate (assuming the Subscription not being completed) Number of % Shares (approx.) 11,400,000 2.25% 175,000 0.03% 11,575,000 2.28% 70,000,000 13.81% 62,036,055 12.24% 41,357,370 8.16% — 0.00% — 0.00% 11,000,000 2.17% 226,474,338 44.67% 410,867,763 81.05% 84,488,552 16.67% 506,931,315 100.00%	Upon full utilization of the Issue Mandate (assuming the Subscription not being completed) Number of % Shares (approx.) 11,400,000 2.25% 175,000 0.03% 11,575,000 2.28% 70,000,000 13.81% 62,036,055 12.24% 41,357,370 8.16% — 0.00% — 0.00% 11,000,000 2.17% 226,474,338 44.67% 410,867,763 81.05% 84,488,552 16.67% 506,931,315 100.00%	Upon full utilization of the Issue Mandate (assuming the Subscription being completed) Number of % Shares (approx.) 11,400,000 1.93% 175,000 0.03% 11,575,000 1.96% 70,000,000 11.85% 62,036,055 10.50% 41,357,370 7.00% 13,800,000 2.34% 28,200,000 4.77% 53,000,000 8.97% 226,474,338 38.31% 494,867,763 83.74% 84,488,552 14.30% 590,931,315 100.00%	Upon full utilization of the Issue Mandate (assuming the Subscription being completed) Number of % Shares (approx.) 11,400,000 1.93% 175,000 0.03% 11,575,000 1.96% 70,000,000 11.85% 62,036,055 10.50% 41,357,370 7.00% 13,800,000 2.34% 28,200,000 4.77% 53,000,000 8.97% 226,474,338 38.31% 494,867,763 83.74% 84,488,552 14.30% 590,931,315 100.00%
11,575,000	2.74%	11,575,000	2.28%	11,575,000	2.28%	11,575,000	1.96%
70,000,000 62,036,055 41,357,370 — — 11,000,000 226,474,338	16.57% 14.69% 9.79% 0.00% 0.00% 2.60% 53.61%	70,000,000 62,036,055 41,357,370 13,800,000 28,200,000 53,000,000 226,474,338	13.82% 12.25% 8.17% 2.72% 5.57% 10.47% 44.72%	70,000,000 62,036,055 41,357,370 — — 11,000,000 226,474,338	13.81% 12.24% 8.16% 0.00% 0.00% 2.17% 44.67%	70,000,000 62,036,055 41,357,370 13,800,000 28,200,000 53,000,000 226,474,338	11.85% 10.50% 7.00% 2.34% 4.77% 8.97% 38.31%
410,867,763	97.26%	494,867,763	97.72%	410,867,763	81.05%	494,867,763	83.74%
—	0.00%	—	0.00%	84,488,552	16.67%	84,488,552	14.30%
422,442,763	100.00%	506,442,763	100.00%	506,931,315	100.00%	590,931,315	100.00%

– 31 –

LETTER FROM WALLBANCK BROTHERS

Notes:

Goldwyn Management Limited is wholly and beneficially owned by Mr. Lim Ho Sok, an executive Director and the Chairman of the Company.
These Shares are registered in the name of Wonang, which is wholly-owned by Kim who is deemed to be interested in all the Shares in which Wonang is interested by virtue of the SFO.

The table above illustrates that (i) assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the EGM and the Subscription has not been completed, the shareholdings of the existing public Shareholders would decrease from approximately 97.26% as at the Latest Practicable Date to approximately 81.05% upon full utilisation of the Issue Mandate, which represents a dilution of approximately 16.21% on the shareholding of existing public Shareholders; and (ii) assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the EGM and the Subscription has been completed, the shareholdings of the existing public Shareholders would decrease from approximately 97.72% as at the Latest Practicable Date to approximately 83.74% upon full utilisation of the Issue Mandate, which represents a dilution of approximately 13.98% on the shareholding of existing public Shareholders.

(a) the Company requires funding for its operations;
(b) the financial position of the Company will be strengthened as the gearing ratio will be substantially reduced; and
(c) the cost of raising finance by such means will be comparatively lower.

We hold the view that the said dilution effect to be acceptable having considered the enhancement of financial flexibility to the Group as a result of the refreshment of Existing General Mandate.

– 32 –

LETTER FROM WALLBANCK BROTHERS

RECOMMENDATION

Having considered the above principal factors and reasons and Directors’ representations, on balance and in general terms, we are of the opinion that in such circumstances of the Group and at this stage, the proposed refreshment of the Existing General Mandate is on normal commercial term and is fair and reasonable so far as the Independent Shareholders are concerned and the proposed refreshment of the Existing General Mandate is in the interests of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Shareholders, and also recommend the Independent Board Committee to advise the Independent Shareholders, to vote in favour of the resolution approving the proposed refreshment of the Existing General Mandate at the forthcoming EGM.

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

Chief Executive Officer

– 33 –

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)

NOTICE 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 Thursday, 28 February 2013 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 an ordinary resolutions:

ORDINARY RESOLUTIONS

“ THAT : —
(A) the subscription agreement dated 8 January 2013 entered into between the Company and Wonang Industries Co., Ltd (“ Wonang ”) in relation to the subscription of a total of 13,800,000 new Shares by Wonang pursuant to which Wonang has conditionally agreed to subscribe for and the Company has conditionally agreed to issue 13,800,000 Shares at HK$0.260 per Share (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;
(B) the subscription agreement dated 8 January 2013 entered into between the Company and Mr. Kim Chul (“ Kim ”) in relation to the subscription of a total of 28,200,000 new Shares by Kim pursuant to which Kim has conditionally agreed to subscribe for and the Company has conditionally agreed to issue 28,200,000 Shares at HK$0.260 per Share (a copy of which has been produced to the meeting marked “ B ” and initialled by the chairman of the meeting for identification purpose), and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;
(C) the subscription agreement dated 8 January 2013 entered into between the Company and Keystone Global Co., Ltd (“ Keystone ”) in relation to the subscription of a total of 42,000,000 new Shares by Keystone pursuant to which Keystone has conditionally agreed to subscribe for and the Company has conditionally agreed to issue 42,000,000 Shares at HK$0.260 per Share (a copy of which has been produced to the meeting marked “ C ” and initialled by the chairman of the meeting for identification purpose), and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed;

* For identification purpose only

– 34 –

NOTICE OF EGM

(D) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in the Subscription Shares, as defined in the Company’s circular dated 8 February 2013, the allotment and issue of Subscription Shares be and is hereby approved and the directors of the Company be and are hereby authorized to allot and issue the Subscription Shares accordingly; and
(E) 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 and, 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 Subscription Agreements, as defined in the Company’s circular dated 8 February 2013, and the transactions contemplated thereunder, including but not limited to the allotment and issue of the Subscription Shares.”
“ 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;
(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

– 35 –

NOTICE OF EGM

(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).”

By order of the Board

Siberian Mining Group Company Limited Lim Ho Sok Chairman

Hong Kong, 8 February 2013

– 36 –

NOTICE OF EGM

Registered office: Head office and principal place of business Cricket Square in Hong Kong: Hutchins Drive Room 2402, 24/F P.O. Box 2681 Tower 2, Admiralty Centre Grand Cayman KY1-1111 18 Harcourt Road, Admiralty Cayman Islands Hong Kong

Notes:

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

– 37 –

AI assistant

Qiniu Limited — Proxy Solicitation & Information Statement 2013

50678_rns_2013-02-07_289f7551-7ebf-467b-9c7c-1cc2f1f91a79.pdf

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

(1) PROPOSED SUBSCRIPTION, ISSUE OF SHARES UNDER SPECIFIC MANDATE, (2) PROPOSED REFRESHMENT OF THE EXISTING GENERAL MANDATE TO ALLOT AND ISSUE SHARES AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

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

(1) PROPOSED SUBSCRIPTION, ISSUE OF SHARES UNDER SPECIFIC MANDATE, (2) PROPOSED REFRESHMENT OF THE EXISTING GENERAL MANDATE TO ALLOT AND ISSUE SHARES AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

LETTER FROM THE BOARD

(1) PROPOSED SUBSCRIPTION, ISSUE OF SHARES UNDER SPECIFIC MANDATE

(i) Wonang Subscription Agreement

(ii) Kim Subscription Agreement

(iii) Keystone Subscription Agreement

Information about the Company and the Group

The Loan Agreements

Number of Subscription Shares

Ranking of the Subscription Shares

Conditions of the Subscription Agreements

Completion

Specific Mandate to the Issue of the Subscription Shares

Subscription Price for Issue of the Subscription Shares

Application for Listing

Reasons for entering into the Subscription Agreements

(2) SHAREHOLDING STRUCTURE OF THE COMPANY AND THE POTENTIAL DILUTION TO SHAREHOLDING OF THE EXISTING PUBLIC SHAREHOLDERS BY THE ISSUE MANDATE

(3) FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE-MONTH PERIOD

Date of

announcement Event

Net proceeds

(4) PROPOSED REFRESHMENT OF EXISTING GENERAL MANDATE TO ALLOT AND ISSUE SHARES

Reasons for the grant of the Issue Mandate

(5) EGM AND VOTING ARRANGEMENT

(i) Subscription

(ii) Issue Mandate

(6) RESPONSIBILITY STATEMENT

(7) RECOMMENDATION

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

REFRESHMENT OF EXISTING GENERAL MANDATE

Siberian Mining Group Company Limited

Cho Min Je Liew Swee Yean Tam Tak Wah

Young Yue Wing Alvin

REFRESHMENT OF EXISTING GENERAL MANDATE

INTRODUCTION

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background of the refreshment of Existing General Mandate

2. Reasons for the refreshment of Existing General Mandate

Financial performance and business plan of the Group

3. Fund raising activities in the past twelve months

4.

Financial flexibility

5. Other financing alternatives

6. Potential dilution to shareholding of the Independent Shareholders

RECOMMENDATION

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

NOTICE OF EGM

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

ORDINARY RESOLUTIONS

NOTICE OF EGM

NOTICE OF EGM

NOTICE OF EGM

More from Qiniu Limited

Qiniu Limited Proxy Solicitation & Information Statement 2013