Qiniu Limited — Proxy Solicitation & Information Statement 2017

Jan 4, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1142)

PROPOSED REMAINING LOAN CAPITALISATIONS INVOLVING ISSUE OF REMAINING CAPITALISATION SHARES AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at The Jasmine Room of Best Western Plus Hotel Hong Kong at 3rd Floor, 308 Des Voeux Road West, Hong Kong on 23 January 2017 at 3:00 p.m. is set out on pages 30 to 34 of this circular. Whether or not you are able to attend the EGM in person, you are requested to complete and return the form of proxy enclosed with this circular in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event no less than 48 hours before the time appointed for holding the EGM 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 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.

5 January 2017

* For identification purpose only

CONTENTS

	Page
DEFINITIONS...........................................................................................................................	1
LETTER FROM THE BOARD...............................................................................................	5
NOTICE OF EGM.....................................................................................................................	30

– i –

DEFINITIONS

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

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

• “Board” the board of Directors

“Business Day(s)” a day on which banks are open for ordinary banking business in Hong Kong (other than a Saturday, Sunday or a public holiday or a day on which a tropical cyclone warning No. 8 or above or a “black rainstorm warning signal” is hoisted or remains hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.)

“Capitalisation Price” HK$0.325 per Remaining Capitalisation Share

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

• “connected person” has the meaning ascribed to it under the Listing Rules

“Cordia” Cordia Global Limited, one of the creditors of the Company and a Shareholder, a company incorporated in the British Virgin Islands with limited liability, the entire issued share capital of which is wholly-owned by Mr. Choi Sungmin, a director of an insignificant subsidiary (as defined under the Listing Rules) of the Group

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

“EGM”

an extraordinary general meeting of the Company to be convened and held to consider, and if thought fit, to approve, amongst other things, (i) the Remaining Loan Capitalisations; and (ii) the Specific Mandates

“First Glory”

First Glory Limited, one of the Remaining Creditors of the Company, a company incorporated in the British Virgin Islands with limited liability and is wholly owned by Mr. Xiao Wohua

• “Further Extended

Loan Capitalisation Long Stop Date”

28 February 2017 or such later date as agreed by the parties to the respective Remaining Loan Capitalisation Agreements

“GKZ”

the State Committee of Reserves under the Russian Federation Ministry of National Resources

– 1 –

DEFINITIONS

“Goldwyn”

Goldwyn Management Limited, one of the creditors of the Company, a company incorporated in the British Virgin Islands with limited liability and is wholly owned by Mr. Lim Ho Sok

• “Group”

the Company and its subsidiaries

• “HK$”

Hong Kong dollars, the lawful currency of Hong Kong

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

“Kim Wuju”

Mr. Kim Wuju, one of the Remaining Creditors, who is a Korean national

• “Langfeld” Langfeld Enterprises Limited, a non-wholly owned subsidiary of the Company, incorporated in Cyprus, 90% of issued share capital of which is indirectly held by the Company and 10% of issued share capital of which is held by Cordia

“Latest Practicable Date”

• 2 January 2017, being the latest practicable date for ascertaining certain information in this circulate before printing of this circular

“Listing Committee”

the Listing Committee of the Stock Exchange

“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

“Loan Capitalisation collectively the Loan Capitalisation Agreement I, the Loan Agreements” Capitalisation Agreement II, the Loan Capitalisation Agreement III, the Loan Capitalisation Agreement IV, the Loan Capitalisation Agreement V, the Loan Capitalisation Agreement VI and the Loan Capitalisation Agreement VII

• “Loan Capitalisation Agreement I”

• the loan capitalisation agreement dated 1 December 2015 entered into between Cordia and the Company in relation to the capitalisation of the loan in the maximum amount of US$5,965,089 (equivalent to HK$46,527,694.53) due from the Group to Cordia, which has been terminated on 31 August 2016

• “Loan Capitalisation Agreement II”

• the loan capitalisation agreement dated 1 December 2015 entered into between Lucrezia and the Company in relation to the capitalisation of the loan in maximum amount of US$3,751,282 (equivalent to HK$29,259,999.60) due from the Company to Lucrezia

– 2 –

DEFINITIONS

• “Loan Capitalisation Agreement III”

• “Loan Capitalisation Agreement IV”

• “Loan Capitalisation Agreement V”

• “Loan Capitalisation Agreement VI”

• “Loan Capitalisation Agreement VII”

• “Lucrezia”

• “Pioneer”

• “Remaining Capitalisation Shares”

• “Remaining Creditor(s)”

• the loan capitalisation agreement dated 1 December 2015 entered into between Token Century and the Company in relation to the capitalisation of the loan in maximum amount of US$3,500,000 (equivalent to HK$27,300,000.00) due from the Company to Token Century

• the loan capitalisation agreement dated 1 December 2015 entered into between Goldwyn and the Company in relation to the capitalisation of the loan in maximum amount of US$3,431,626 (equivalent to HK$26,766,685.73) due from the Company to Goldwyn, which has been terminated on 31 August 2016

• the loan capitalisation agreement dated 1 December 2015 entered into between First Glory and the Company in relation to the capitalisation of the loan in maximum amount of HK$18,944,794.38 due from the Company to First Glory

• the loan capitalisation agreement dated 1 December 2015 entered into between Pioneer and the Company in relation to the capitalisation of the loan in maximum amount of HK$52,814,228.03 due from the Company to Pioneer

• the loan capitalisation agreement dated 1 December 2015 entered into between Kim Wuju and the Company in relation to the capitalisation of the loan in maximum amount of US$3,100,000 (equivalent to HK$24,180,000.00) due from the Company to Kim Wuju

• Lucrezia Limited, one of the Remaining Creditors, a company incorporated in the British Virgin Islands with limited liability and is wholly owned by Mr. Yang Xiao Lian

• Pioneer Centre Limited, one of the Remaining Creditors, a company incorporated in Hong Kong with limited liability and is wholly owned by Han-A Steel Co., Ltd.

• a maximum of 469,227,760 Shares in aggregate to be allotted and issued at the Capitalisation Price to each of the Remaining Creditors by the Company pursuant to the Remaining Loan Capitalisation Agreements

Lucrezia, Token Century, First Glory, Pioneer and Kim Wuju

– 3 –

DEFINITIONS

• “Remaining Loans”

the aggregate maximum amount of HK$152,499,022.01 due from the Group to the Remaining Creditors pursuant to the Remaining Loan Capitalisation Agreements

• “Remaining Loan Capitalisations” the allotment and issuance of the Remaining Capitalisation Shares at the Capitalisation Price by capitalising the Remaining Loans upon the terms and conditions of the Remaining Loan Capitalisation Agreements

• “Remaining Loan Capitalisation collectively the Loan Capitalisation Agreement II, the Loan Agreements” Capitalisation Agreement III, the Loan Capitalisation Agreement V, the Loan Capitalisation Agreement VI and the Loan Capitalisation Agreement VII

• “Shares” ordinary shares in the share capital of the Company “Shareholder(s)” holder(s) of Shares

• “Specific Mandates” the specific mandates proposed to be granted to the Directors at the EGM for the allotment and issue of the Remaining Capitalisation Shares and each a “Specific Mandate”

• “Stock Exchange” The Stock Exchange of Hong Kong Limited “substantial shareholder” has the meaning ascribed to it under the Listing Rules “Takeovers Code” The Hong Kong Code on Takeovers and Mergers “TEO Conditions” the Technical and Economic Justification of Conditions, broadly equivalent to the Western pre-feasibility study

• “Token Century” Token Century Limited, one of the Remaining Creditors of the Company, a company incorporated in the British Virgin Islands with limited liability and is wholly owned by Mr. Ran Bo

• “Trading Day” a day when the Stock Exchange is open for trading in Hong Kong

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

• “%” per cent

Unless the content states otherwise, conversion of US$ into HK$ is calculated at the approximately exchange rate of US$1 to HK$7.8.

– 4 –

LETTER FROM THE BOARD

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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1142)

Executive Directors: HONG Sang Joon (Chairman) SU Run Fa Independent Non-executive Directors: JO Sang Hee KWOK Kim Hung Eddie LAI Han Zhen

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

Head Office and Principal Place of Business: Room 2402, 24th Floor Tower 2, Admiralty Centre No. 18 Harcourt Road Admiralty Hong Kong 5 January 2017

To the Shareholders,

and holders of options of the Company

Dear Sir or Madam,

PROPOSED REMAINING LOAN CAPITALISATIONS INVOLVING ISSUE OF REMAINING CAPITALISATION SHARES AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

References are made to the announcements of the Company dated (i) 1 December 2015 in relation to the proposed loan capitalisations involving issue of capitalisation shares pursuant to the Loan Capitalisation Agreements; (ii) 26 February 2016 in relation to extension of the long stop date in relation to the Loan Capitalisation Agreements; and (iii) 31 August 2016 in relation to, among others, the termination of Loan Capitalisation Agreement I and Loan Capitalisation Agreement IV entered into with Cordia and Goldwyn, respectively, as well as updates on the Remaining Loan Capitalisation Agreements with the Remaining Creditors, including the Further Extended Loan Capitalisation Long Stop Date.

* For identification purpose only

– 5 –

LETTER FROM THE BOARD

As mentioned in the announcement of the Company dated 22 April 2015, in order to improve the net liability position of the Group, the Company has sought undertakings from, among others, the Remaining Creditors, Cordia and Goldwyn that, where the Company intends to issue new Shares after resumption of trading in the Shares on the Stock Exchange, each of them agrees to subscribe for such new Shares, provided that (a) the Company has complied with all the relevant requirements of the Stock Exchange and the Listing Rules; and (b) such subscription of new Shares will not trigger any mandatory obligation on the part of them to make a general offer in respect of the securities of the Company under the Takeovers Code.

As mentioned in the announcement of the Company dated 31 August 2016, Cordia and Goldwyn may be subject to certain restrictions imposed by the high court of the British Virgin Islands from dealing with the interests in their respective loans extended to the Group and thus, following discussions between the Company and each of Cordia and Goldwyn on an arm’s length basis, the respective parties to Loan Capitalisation Agreement I and Loan Capitalisation Agreement IV (collectively, the “ Connected Transaction Loan Capitalisation Agreements ”) agreed to terminate the respective Connected Transaction Loan Capitalisation Agreements respectively by mutual consent. Accordingly, on 31 August 2016 (after trading hours), the Company entered into a termination agreement with each of Cordia and Goldwyn respectively (collectively, the “ Termination Agreements ”). Pursuant to the respective Termination Agreements, the parties thereto agreed that the respective Connected Transaction Loan Capitalisation Agreements shall be terminated and all antecedent obligations and liabilities of the parties under the respective Connected Transaction Loan Capitalisation Agreements shall be absolutely discharged and released immediately upon signing of the respective Termination Agreements.

The Remaining Creditors agreed not to dispose of or create encumbrances in respect of any of the new Shares within one year from the issuance of such new Shares by the Company to the Remaining Creditors. The summary of such undertakings, among others, are set out below:

• Lucrezia undertook to the Company to convert the entire outstanding principal and interests amounts (if any) of the Company’s promissory note of a principal amount of US$3,751,282 into new Shares which may be issued after resumption of trading in the Shares on the Stock Exchange;

• Token Century undertook to the Company to convert the entire outstanding principal and interests amounts (if any) of the Company’s promissory note of a principal amount of US$3,500,000 into new Shares which may be issued after resumption of trading in the Shares on the Stock Exchange;

• First Glory undertook to the Company to convert the entire outstanding principal and interests amounts of its loan advanced to the Company with a principal amount of HK$14,500,000 into new Shares which may be issued after resumption of trading in the Shares on the Stock Exchange;

• Pioneer undertook to the Company to convert the entire outstanding principal and interests amounts of its loans advanced to the Company with a total principal amount of US$6,550,000 into new Shares which may be issued after resumption of trading in the Shares on the Stock Exchange;

– 6 –

LETTER FROM THE BOARD

• Kim Wuju undertook to the Company to convert the entire outstanding principal (and interests, if any) amounts of the coal trading deposit placed with the Group with an amount of US$3,100,000 into new Shares which may be issued after resumption of trading in the Shares on the Stock Exchange.

Pursuant to the Remaining Loan Capitalisation Agreements entered into with the Remaining Creditors and the Company on 1 December 2015 (after trading hours), the Remaining Creditors have conditionally agreed to subscribe for and the Company has conditionally agreed to allot and issue a maximum of 469,227,760 Remaining Capitalisation Shares at HK$0.325 per Remaining Capitalisation Share by capitalising the Remaining Loans.

The purpose of this circular is to give you further information on the Remaining Loan Capitalisations and to give you notice of the EGM.

THE REMAINING LOAN CAPITALISATION AGREEMENTS

A summary of the major terms of Remaining Loan Capitalisation Agreements are set out below:

			Maximum
			number of Remaining
Remaining Loan			Capitalisation Shares	Maximum amount
Capitalisation			to be subscribed for by the	of the loans to
Agreements	Parties		relevant Remaining Creditor	be capitalised
	Creditor	Issuer		(Note 1 & 2)
Loan Capitalisation	Lucrezia	Company	90,030,768 Remaining	HK$29,259,999.60
Agreement II			Capitalisation Shares
			at HK$0.325 per Share
Loan Capitalisation	Token Century	Company	84,000,000 Remaining	HK$27,300,000.00
Agreement III			Capitalisation Shares
			at HK$0.325 per Share
Loan Capitalisation	First Glory	Company	58,291,675 Remaining	HK$18,944,794.38
Agreement V			Capitalisation Shares	(Note 3)
			at HK$0.325 per Share
Loan Capitalisation	Pioneer	Company	162,505,317 Remaining	HK$52,814,228.03
Agreement VI			Capitalisation Shares	(Notes 3 and 4)
			at HK$0.325 per Share
Loan Capitalisation	Kim Wuju	Company	74,400,000 Remaining	HK$24,180,000.00
Agreement VII			Capitalisation Shares
			at HK$0.325 per Share

• Note 1: Where the debt owed by the Group to a Remaining Creditor is denominated in US$, the amount is converted to HK$ at the exchange rate of US$1=HK$7.8.

• Note 2: Subject to early repayment by the Company to the Remaining Creditors on the Remaining Loans before completion of the Remaining Loan Capitalisations (if any), the amounts represent the maximum amount of the loans to be capitalised under the Remaining Loan Capitalisation Agreements. The Remaining Loans will be capitalised at once upon completion rather than by stage or phases.

– 7 –

LETTER FROM THE BOARD

• Note 3: Each such amount includes the principal debt amount and the interest accrued thereon.

• Note 4: This Remaining Creditor had extended more loans to the Group after it gave the share subscription undertaking as described in the section headed “Introduction” above.

The issue of the Remaining Capitalisation Shares to each Remaining Creditor is conditional upon that, immediately after the issue of the Remaining Capitalisation Shares, (i) the Remaining Creditor (and parties acting in concert with it) shall not hold or control such level of the voting rights of the Company as may trigger a mandatory general offer under the Takeovers Code and (ii) even if the Remaining Creditor (and parties acting in concert with it) shall hold or control 20% or more of the voting rights of the Company, none of the other Remaining Creditors (and parties acting in concert with it) will also hold or control 20% or more of the voting rights of the Company’s total issued shares, so that none of such Remaining Creditor (and parties acting in concert with it) and any of the other Remaining Creditors (and parties acting in concert with it) will be deemed to be associated companies of each other and therefore presumed to be acting in concert in accordance with the Takeovers Code. The completions of each of the Remaining Loan Capitalisation Agreements are not inter-conditional to each other.

Immediately upon completions of the Remaining Loan Capitalisations, the Company will be irrevocably and fully discharged and released from all its liabilities and obligations in connection with and from all claims and demands under the Remaining Loans. Upon the completions of the Remaining Loan Capitalisations (assuming there are no other changes to the amount of loans due from the Company or the Group to the Remaining Creditors since the Latest Practicable Date), the remaining amount of loan due to Pioneer and First Glory would be approximately HK$7,016,000 and HK$1,581,000, respectively, and there will be no material outstanding amount of loans due from the Company to Lucrezia, Token Century and Kim Wuju, respectively. For the avoidance of doubt, given that certain loans due from the Group to the Remaining Creditors carry interests, the Group may incur additional interest relating to these loans up until the completions of the Remaining Loan Capitalisations. As at the Latest Practicable Date, the outstanding amount of principal and interests (if any) due from the Company to Lucrezia, Token Century, First Glory, Pioneer and Kim Wuju were approximately US$3,751,282, US$3,500,000, HK$20,526,000, HK$59,830,000 and US$3,100,000, respectively.

Capitalisation Price

The Capitalisation Price of HK$0.325 represents:

• (i) The same price as the closing price of approximately HK$0.325 per Share as quoted on the Stock Exchange as at the date of the Remaining Loan Capitalisation Agreements;

• (ii) a premium of approximately 2.2% over the average closing price of approximately HK$0.318 per Share for the last five consecutive Trading Days up to and including the date of the Remaining Loan Capitalisation Agreements;

• (iii) a premium of approximately 5.9% over the average closing price of approximately HK$0.307 per Share for the last 10 consecutive Trading Days up to and including the date of the Remaining Loan Capitalisation Agreements;

– 8 –

LETTER FROM THE BOARD

• (iv) a premium of approximately 6.6% over the average closing price of approximately HK$0.305 per Share for the last 30 consecutive Trading Days up to and including the date of the Remaining Loan Capitalisation Agreements;

• (v) a premium of approximately 18.2% over the closing price of HK$0.275 per Share as quoted on the Stock Exchange on the Business Day immediately before the Latest Practicable Date.

The Capitalisation Price was arrived at after arm’s length negotiation between the Company and each of the Remaining Creditors with reference to the share price of the Company as at the date of the Remaining Loan Capitalisation Agreements.

The Directors (including the independent non-executive Directors) consider that the terms of each of Loan Capitalisation Agreement II, Loan Capitalisation Agreement III, Loan Capitalisation Agreement V, Loan Capitalisation Agreement VI and Loan Capitalisation Agreement VII are fair and reasonable and in the interests of the Shareholders as a whole.

Conditions Precedent of the Remaining Loan Capitalisation Agreements

Completion of each Remaining Loan Capitalisation Agreement is conditional upon the fulfilment of the following conditions precedent:

• (a) approval of the Shareholders at a general meeting of the Company of each of the respective Remaining Loan Capitalisation Agreements and the transactions contemplated therein in accordance with the requirements of the Listing Rules and other applicable laws and regulations;

• (b) listing of, and permission to deal in, the relevant number of Remaining Capitalisation Shares under the respective Remaining Loan Capitalisation Agreements having been granted by the Listing Committee of the Stock Exchange (either unconditionally or if subject to any conditions required by the Stock Exchange for it to be fulfilled before the completions of the Remaining Loan Capitalisation Agreements, such conditions being fulfilled or satisfied before the completions of the Remaining Loan Capitalisation Agreements and such listing and permission remaining in full force and effect and not subsequently being revoked);

• (c) in addition to the approval and consents referred to in the conditions precedent set out in paragraphs (a) and (b) above, all necessary approvals, consents and waivers required to be obtained by the Company and/or the relevant Remaining Creditor from any authority or other third party in respect of the respective Remaining Loan Capitalisation Agreement and/or the transactions contemplated hereunder having been obtained (and if such approvals, consents and waivers are subject to conditions, such conditions being fulfilled or satisfied before the completions of the Remaining Loan Capitalisation Agreements) and such approvals, consents and waivers remaining valid and effective; and

• (d) the Company’s warranties or the Remaining Creditor’s warranties remaining true, accurate and correct in all material aspects.

– 9 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, none of the above conditions precedent has been fulfilled.

Each party may at any time waive in writing any of the warranties and representations given by the other party in the above condition precedent set out in paragraph (d) above, being the Company’s warranties or the relevant Remaining Creditor’s warranties (as the case may be), and such waiver may be made subject to such terms and conditions as may be determined by such party. The conditions precedent set out in paragraphs (a), (b) and (c) above cannot be waived.

If any of the above conditions are not fulfilled and/or waived (as the case may be) on or before 4:00 p.m. on the Further Extended Loan Capitalisation Long Stop Date or such other date as the Company and the relevant Remaining Creditor(s) may agree, the relevant Remaining Loan Capitalisation Agreement(s) will lapse, whereupon all rights and obligations of the parties shall cease to have effect except any antecedent rights and obligations of the parties already accrued before the lapse.

Lock-up undertaking

The Remaining Creditors agreed not to dispose of or create encumbrances in respect of any of the Remaining Capitalisation Shares within one year from the date of completion of the relevant Remaining Loan Capitalisation Agreement.

Completions of the Remaining Loan Capitalisations

Subject to the fulfilment of the above conditions precedent, the completion of each Remaining Loan Capitalisation Agreement shall take place on the date of completion of each Remaining Loan Capitalisation Agreement at such place and time to be agreed between the Company and each of the Remaining Creditors in writing.

If, in any respect, the obligations of the Company or any of the Remaining Creditors are not complied with on the date of completion of each Remaining Loan Capitalisation Agreement (whether such failure by the defaulting party amounts to a repudiatory breach or not), the party not in default may:

• (i) defer the date of completion of each Remaining Loan Capitalisation Agreement to a date not more than 20 Business Days after the date of completion of each Remaining Loan Capitalisation Agreement (or such later date as agreed between the Company and the relevant Remaining Creditor) and require the party in default to rectify all its default no later than 12:00 noon on the deferred date of completion of each Remaining Loan Capitalisation Agreement; or

• (ii) proceed to completions of the Remaining Loan Capitalisations so far as practicable (without prejudice to its rights thereunder); or

• (iii) rescind the relevant Remaining Loan Capitalisation Agreements.

– 10 –

LETTER FROM THE BOARD

SPECIFIC MANDATES

Specific Mandates will be sought from the Shareholders at the EGM for the allotment and issue of (a) a maximum of 90,030,768 Remaining Capitalisation Shares to Lucrezia under the Loan Capitalisation Agreement II; (b) a maximum of 84,000,000 Remaining Capitalisation Shares to Token Century under the Loan Capitalisation Agreement III; (c) a maximum of 58,291,675 Remaining Capitalisation Shares to First Glory under the Loan Capitalisation Agreement V; (d) a maximum of 162,505,317 Remaining Capitalisation Shares to Pioneer under the Loan Capitalisation Agreement VI; and (e) a maximum of 74,400,000 Remaining Capitalisation Shares to Kim Wuju under the Loan Capitalisation Agreement VII.

RANKING

The Remaining Capitalisation Shares, when allotted and issued, will rank pari passu in all respects with the Shares in issue at the dates of allotment and issue of the Remaining Capitalisation Shares, including as to the right to receive all dividends and distributions which may be declared made or paid after the completion dates of the Remaining Loan Capitalisation Agreements and will be issued free and clear of all liens, encumbrances, equities or other third party rights.

APPLICATION FOR LISTING

An application will be made by the Company to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the Remaining Capitalisation Shares.

Remaining Capitalisation Shares

Assuming that (a) all of the Remaining Loan Capitalisation Agreements proceed to completion; and (b) there will be no change in the issued share capital of the Company between the Latest Practicable Date and the completion dates of the Remaining Loan Capitalisation Agreements, a maximum of 469,227,760 Remaining Capitalisation Shares will be allotted and issued to the Remaining Creditors, which represents (i) approximately 76.2% of the issued share capital of the Company as at the Latest Practicable Date; and (ii) approximately 43.2% of the issued share capital of the Company as enlarged by the allotment and issue of such Remaining Capitalisation Shares.

SHAREHOLDING STRUCTURE

As at the Latest Practicable Date, the Company had 616,047,763 Shares in issue and 440,000 outstanding options.

Set out below are the shareholding structures of the Company (i) as at the Latest Practicable Date; (ii) immediately upon completion of Loan Capitalisation Agreement II but before completions of other Remaining Loan Capitalisation Agreements; (iii) immediately upon completion of Loan Capitalisation Agreement III but before completions of other Remaining Loan Capitalisation Agreements; (iv) immediately upon completion of Loan Capitalisation Agreement V but before completions of other Remaining Loan Capitalisation Agreements; (v) immediately upon completion of Loan Capitalisation Agreement VI but before completions of other Remaining Loan Capitalisation Agreements; (vi) immediately upon completion of Loan Capitalisation Agreement VII but before completions of other Remaining Loan Capitalisation Agreements; and (vii) immediately upon completions of all the Remaining Loan Capitalisation Agreements:

– 11 –

LETTER FROM THE BOARD

Immediately upon completion of Immediately upon completion of Immediately upon completion of Immediately upon completion of Immediately upon completion of	Loan Capitalisation Agreement II Loan Capitalisation Agreement III Loan Capitalisation Agreement V Loan Capitalisation Agreement VI Loan Capitalisation Agreement VII Immediately upon completions of	but before completions of but before completions of but before completions of but before completions of but before completions of all Remaining Loan	As at the other Remaining Loan other Remaining Loan other Remaining Loan other Remaining Loan other Remaining Loan Capitalisation Agreements	Shareholders Latest Practicable Date Capitalisation Agreements Capitalisation Agreements Capitalisation Agreements Capitalisation Agreements Capitalisation Agreements (Note 1) and (Note 3)	Number of % of Shares Number of % of Shares Number of % of Shares Number of % of Shares Number of % of Shares Number of % of Shares Number of % of Shares	Shares held in issue (Note 4) Shares held in issue (Note 4) Shares held in issue (Note 4) Shares held in issue (Note 4) Shares held in issue (Note 4) Shares held in issue (Note 4) Shares held in issue (Note 4)	Cordia 5,005,000 0.8% 5,005,000 0.7% 5,005,000 0.7% 5,005,000 0.7% 5,005,000 0.6% 5,005,000 0.7% 5,005,000 0.5%	Remaining Creditors	Lucrezia_(Note 2)_ — — 90,030,768 12.8% — — — — — — — — 90,030,768 8.3%	Token Century_(Note 2)_ — — — — 84,000,000 12.0% — — — — — — 84,000,000 7.7%	First Glory — — — — — — 58,291,675 8.6% — — — — 58,291,675 5.4%	Pioneer_(Note 2)_ — — — — — — — — 162,505,317 20.9% — — 162,505,317 15.0%	Kim Wuju_(Note 2)_ — — — — — — — — — — 74,400,000 10.8% 74,400,000 6.9%	Sub-total — — 90,030,768 12.8% 84,000,000 12.0% 58,291,675 8.6% 162,505,317 20.9% 74,400,000 10.8% 469,227,760 43.3%	Public Shareholders	(Note 2 & 3) 611,042,763 99.2% 611,042,763 86.5% 611,042,763 87.3% 669,334,438 99.3% 611,042,763 78.5% 611,042,763 88.5% 917,765,206 84.6%	Total 616,047,763 100.0% 706,078,531 100.0% 700,047,763 100.0% 674,339,438 100.0% 778,553,080 100.0% 690,447,763 100.0% 1,085,275,523 100.0%			Notes:	1. Upon completion of the Remaining Loan Capitalisations, (i) none of the Remaining Creditors (and parties acting in concert with them) will hold or control 30% or	more of the Company’s voting rights; and (ii) no more than one of the Remaining Creditors (and parties acting in concert with it) will hold or control 20% or more	of the Company’s voting rights, so that none of the Remaining Creditors (and parties acting in concert with them) will be deemed to be associated companies of each	other and therefore presumed to be acting in concert in accordance with the Takeovers Code.	2. For illustration purpose only, upon completion of each Remaining Loan Capitalisation Agreement and assuming all the other Remaining Loan Capitalisation	Agreements do not proceed to completion, each of the respective Remaining Creditors (other than First Glory) will become a substantial shareholder of the Company.	3. Upon completion of all the Remaining Loan Capitalisation Agreements, Pioneer will become a substantial shareholder of the Company, while Lucrezia, Token	Century, First Glory and Kim Wuju would remain as public Shareholders.	4. The percentages shown are rounded to the nearest 1 decimal place. Numbers may not add up to 100% due to rounding.

– 12 –

LETTER FROM THE BOARD

INFORMATION ON THE GROUP

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

Update on the mining plan of the Group

Mining plan

Lot 1 and Lot 1 extension underground mining and Lot 2 underground mining would be developed on an integrated basis due to their geographical proximity and also for the sake of achieving economy of scale. Since coal production on Lot 2 underground mining would be targeted only after the third quarter of 2019, naturally not much development was noted for Lot 1 and Lot 1 extension for the period under review, as there was no urgency to develop Lot 1 and Lot 1 extension underground mining alone.

As a response to the sudden withdrawal of technical expert for the preparation of the technical report in early April 2016, the Company engaged the new technical expert to prepare the new technical report on Lot 2. The new technical expert conducted a physical site visit to the coal mines and performed due diligence on technical data of Lot 2 in May 2016. In August 2016, the new technical report was issued and reported the estimated probable coal reserves in merely the open pit mining area in Lot 2 to be 14.47 million tonnes.

A consulting firm engaged by the Group which is capable of providing geological exploration through to mine construction, continued to refine mine design for Lot 2 open pit mining by means of various kinds of simulations so as to optimise the methods of mine development.

A subcontractor was engaged to conduct additional exploration drillings for Lot 2 underground mining, and the drillings was targeted to commence in the last quarter of 2016. Following the collection and analysis of core samples from previous boreholes drillings for Lot 2 underground mining, the documentation of drilling data had been commenced.

Prospects

The mining license of Lot 1 will expire in November 2017, preparation and submission of application for extension of the mining license will be conducted in the first half of 2017.

A consulting firm will keep on refining the mine design for Lot 2 open pit mining. Airborne photographic surface survey is planned for certain areas in Lot 2 open pit mining.

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LETTER FROM THE BOARD

Documentation of drilling data after collection and analysis of core samples from previous boreholes drillings for Lot 2 underground mining will be continued. Additional drillings for Lot 2 underground mining up to an aggregated depth of approximately 14,600 metres have just been commenced, and up to November 2017, drillings of total depth of 789 metres in three boreholes have been made. Upon completion of the drillings, preparation for an integrated TEO Conditions (which stands for Technical and Economic Justification of Conditions and is broadly equivalent to the Western prefeasibility study) covering the underground mining of Lot 1 and Lot 1 Extension, and Lot 2 will be followed, and then geological report will be prepared and submitted to GKZ (which is the State Committee of Reserves under the Russian Federation Ministry of National Resources) for review with the ultimate objective to obtain protocol on approving the TEO Conditions and the coal reserves for underground mining.

Recently coal price has been meaningfully increased during the last 3 months (October 2016 to December 2016). Therefore the Company has updated feasibility study for early development and production in certain open pit area adopting new coal price. In result, the profitability was so increased that the company tries to speed up the completion of the mine design accordingly.

During preparation for an integrated TEO Conditions covering the underground mining of Lot 1 and Lot 1 Extension, and Lot 2, optimal way to develop Lot 1 and Lot 2 mines will be determined while meeting the Russian regulations.

Upon completion of an integrated mine design, it is possible to develop underground mining with longwall panels starting from Lot 1 and Lot 1 extension to Lot 2 since three coal seams included in the license have been underlying from northwest to southeast of the license areas.

It is planned that the surface infrastructure and main shaft would be constructed using the capital expenditure of Lot 1. When the coal in Lot 2 area would be produced later on, the surface infrastructure including ventilation and facilities like a conveyer belt in main shaft of Lot 1 can be used again and thus there is no need to construct additional surface infrastructure and main shaft twice in order to produce the coal in Lot 2, so that it helps to enhance and improve the investment and cost efficiency.

The overall TEO will show economic feasibility of allocation of the area for surface mining within “Petrovsky” licence and possibility to extract the remained reserves together with the reserves at “Lapichevska-2” area using underground mining method.

It is reasonable to draw up the overall TEO for two areas: Mine “Lapichevska-2”and “Petrovsky” only when the exploration of the whole area is finished, because it will provide the exact amount of resources and reserves within the licence area minable using surface and underground mining methods.

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LETTER FROM THE BOARD

FINANCIAL INFORMATION OF THE GROUP

The following table is a summary of certain financial information of the Group for the two financial years ended 31 March 2015 and 2016 and as at 30 September 2016, respectively.

		Year ended 31 March	Year ended 31 March
		2016	2015
		HK$’000	HK$’000
		(Audited)	(Audited and
			restated)
Revenue		1,824	2,227
Gross proft		13	11
Loss before income tax		(465,573)	(613,566)
Loss for the year		(465,575)	(613,576)
Loss for the year attributable to owners of the Company
(excluding non-controlling interests)		(459,930)	(601,347)
	As at
	30 September	As at	31 March
	2016	2016	2015
	HK$’000	HK$’000	HK$’000
	(Unaudited)	(Audited)	(Audited and
			restated)
Consolidated net liabilities
(excluding non-controlling interests)	(2,259,310)	(2,621,302)	(2,362,323)

INFORMATION ON THE REMAINING CREDITORS

Lucrezia

Lucrezia is an investment holding company incorporated in the British Virgin Islands with limited liability and is wholly owned by Mr. Yang Xiao Lian. As at the Latest Practicable Date, neither Lucrezia nor Mr. Yang Xiao Lian held any Shares.

Token Century

Token Century is an investment holding company incorporated in the British Virgin Islands with limited liability and is wholly owned by Mr. Ran Bo. As at the Latest Practicable Date, neither Token Century nor Mr. Ran Bo held any Shares.

First Glory

First Glory is an investment holding company incorporated in the British Virgin Islands with limited liability and is wholly owned by Mr. Xiao Wohua. As at the Latest Practicable Date, neither First Glory nor Mr. Xiao Wohua held any Shares.

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LETTER FROM THE BOARD

Pioneer

Pioneer is an investment holding company incorporated in Hong Kong with limited liability and is wholly owned by Han-A Steel Co., Ltd., the ultimate beneficial owners of which are Kim Hyun Ok, Kim Mae Ree, Bae Young Uk, Chung Sung Chae, Lee Keun Jik, Ahn Yu Na, Ahn Hyun Gyu, Chung Seung Beom and Chung Seung Woo. As at the Latest Practicable Date, neither Pioneer nor Han-A Steel Co., Ltd. nor any of its ultimate beneficial owners held any Shares.

Kim Wuju

Mr. Kim Wuju is a Korean national. As at the Latest Practicable Date, Mr. Kim Wuju did not hold any Shares.

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, the Remaining Creditors and their ultimate beneficial owners (if applicable) are independent from and not connected with the Company and its connected persons and each of the Remaining Creditors and their ultimate beneficial owners (if applicable) is independent from and not connected with each other.

Each of the Remaining Creditors has represented and warranted in the respective Remaining Loan Capitalisation Agreement, among others, that (i) save for his/its interest in the relevant Remaining Loans, he/it and its ultimate beneficial owners (where applicable) are third parties independent of the Company and its connected persons, and (ii) he/it has not and is not acting (and will not be presumed to be acting) in concert with any of the other Remaining Creditors (or any parties acting in concert with any of the other Remaining Creditors) in respect of the voting rights of the Company. In addition, the Company has obtained written confirmation from each of the Directors, among others, that as at the time when the Remaining Loan Capitalisation Agreements were signed and up to the date of the written confirmation, none of the Remaining Creditors (and its ultimate beneficial owner, where applicable) was an associate of the relevant Director. The Company does not have a substantial Shareholder and thus none of the Remaining Creditors (and its ultimate beneficial owner, where applicable) can be a connected person of the Company due to the reason of being an associate of a substantial Shareholder.

FUND RAISING IN THE PAST TWELVE MONTHS

Date of
announcement	Event	Net proceeds	Intended use of proceeds	Actual use of proceeds
30 September 2016	Placing of 102,600,000	Approximately	Repayment of loans and	All proceeds have been
	placing Shares to	HK$26.5 million	general working capital	used as intended
	not less than six		of the Group	as at the Latest
	placees at HK$0.269			Practicable Date,
	per placing Share			approximately
				HK$19.0 million
				had been used for
				repayments of loans,
				and approximately
				HK$7.5 million
				had been used as
				general working capital

Save as disclosed above, the Company did not conduct any equity fund raising activities during the twelve months immediately preceding the Latest Practicable Date.

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LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF THE REMAINING LOAN CAPITALISATIONS

The principal reason for the Remaining Loan Capitalisations is to alleviate some of the burden on the Company’s debt and financial position. As mentioned above, according to the Company’s latest consolidated annual report for the year ended 31 March 2016 dated 23 September 2016 and the interim report for the six months ended 30 September 2016 dated 30 November 2016, the Group recorded (i) a net liability position (excluding non-controlling interests) of approximately HK$2,362 million as at 31 March 2015, HK$2,621 million as at 31 March 2016 and HK$2,259 million as at 30 September 2016; and (ii) a loss of approximately HK$614 million for the year ended 31 March 2015 and a loss of approximately HK$466 million for the year ended 31 March 2016. In light of the deteriorating financial performance of the Group, save for the placing as disclosed in the paragraph headed “Fund Raising in the Past Twelve Months” above which was relatively small in terms of fund raising size, the Board has been unable to secure interest from financial institutions at reasonable terms to conduct equity fund raisings such as open offer and rights issue which would help to improve the Company’s financial position. The Company will continue to explore other funding opportunities in order to improve the financial position of the Company.

Apart from equity financing, the Company has also considered other financing options such as debt financing and bank borrowings as well as a restructuring of its convertible notes to fulfil the capital requirements of the Group. Having considered the additional interest burden on the Group and the increase in gearing level resulting from the very high level of interest expenses for the debt financing, the Company considers that such financing means are not appropriate to the Group given its current financial position.

The Company is of the view that the need for new equity financing is an imminent priority and the Remaining Loan Capitalisations are the most viable option for the Company to reduce its net liabilities financial position. With the reduction in the Group’s net liabilities, the Company may have increased access to equity funding in the near future by introducing new investors. In order to further improve the net liabilities position of the Group, the Company will continue to negotiate with the convertible note holder, Daily Loyal Limited, on (i) reduction of the outstanding principal amount of the convertible note; and/or (ii) conversion of the outstanding principal amount of the convertible note into Shares. As at the Latest Practicable Date, no concrete terms or timetable have been agreed between the Company and Daily Loyal Limited.

In addition, in accordance with the Company’s resumption announcements dated 22 April 2015 and 23 September 2016, the Remaining Creditors have given undertakings to the Company that subject to the resumption in trading of Company’s Shares and amongst other things, they will convert their entire outstanding principal and interests amounts in the Remaining Loans into new Shares. The Remaining Loan Capitalisations are expected to result in the Company achieving an improved net liability position.

Accordingly, the Directors (including the independent non-executive Directors) consider that the Remaining Loan Capitalisation Agreements are entered into upon normal commercial terms after arm’s length negotiations between the parties to the Remaining Loan Capitalisation Agreements and that the terms and conditions of the Remaining Loan Capitalisation Agreements are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

POSSIBLE FINANCIAL EFFECTS OF ENTERING INTO THE REMAINING LOAN CAPITALISATIONS

Effect on earnings

Upon the completions of the Remaining Loan Capitalisations, the amount of Remaining Loans to the Remaining Creditors will be reduced by a maximum amount of approximately HK$152 million. Therefore, the finance costs of the Group will be reduced, resulting in a potential positive effect on the earnings of the Group.

Effect on total liabilities

According to the interim report of the Company for the six months ended 30 September 2016, the total liabilities of the Group as at 30 September 2016 amounted to approximately HK$3,321 million. Upon the completions of the Remaining Loan Capitalisations, the Group’s total liabilities will be reduced to approximately HK$3,169 million assuming that there will be no change to the Group’s financial position from 30 September 2016 until the completions of the Remaining Loan Capitalisations.

Effect on total equity

According to the interim report of the Company for the six months ended 30 September 2016, the net liabilities of the Group as at 30 September 2016 amounted to approximately HK$2,280 million. Upon the completions of Remaining Loan Capitalisations, the Group’s net liabilities will be reduced to approximately HK$2,128 million assuming that there will be no change to the Group’s financial position from 30 September 2016 until the completions of the Remaining Loan Capitalisations.

Effect on working capital

As the repayment on the amount of Remaining Loans to the Remaining Creditors will be settled by the issue of the Remaining Capitalisation Shares without cash outlay by the Group, entering into the Remaining Loan Capitalisation Agreements enables the Group to enhance the Group’s general working capital for its business operations.

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LETTER FROM THE BOARD

IMPLICATIONS UNDER THE LISTING RULES

Specific Mandates

The Company will seek Specific Mandates from the Shareholders at the EGM for the allotment and issue of (a) a maximum of 90,030,768 Remaining Capitalisation Shares to Lucrezia under the Loan Capitalisation Agreement II; (b) a maximum of 84,000,000 Remaining Capitalisation Shares to Token Century under the Loan Capitalisation Agreement III; (c) a maximum of 58,291,675 Remaining Capitalisation Shares to First Glory under the Loan Capitalisation Agreement V; (d) a maximum of 162,505,317 Remaining Capitalisation Shares to Pioneer under the Loan Capitalisation VI; and (e) a maximum of 74,400,000 Remaining Capitalisation Shares to Kim Wuju under the Loan Capitalisation VII. Application will be made by the Company to the Listing Committee for the listing of, and permission to deal in, the Remaining Capitalisation Shares.

EGM

The EGM will be held for considering and, if thought fit, passing the ordinary resolutions to approve the respective Remaining Loan Capitalisation Agreements and the transactions contemplated thereunder, together with the respective Specific Mandates. A notice convening the EGM to be held at The Jasmine Room of Best Western Plus Hotel Hong Kong at 3rd Floor, 308 Des Voeux Road West, Hong Kong on 23 January 2017 at 3:00 p.m. is set out on pages 30 to 34 of this circular. A form of proxy for use at the EGM is enclosed. Whether or not the Shareholders are able to attend the EGM, the Shareholders are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the EGM or any adjournment thereof should the Shareholders so wish and in such event, the proxy shall be deemed to be revoked.

RECOMMENDATION

The Board considers that the Remaining Loan Capitalisations and the transactions contemplated thereunder (including the granting of the Specific Mandates) are fair and reasonable so far as the Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole. The Board considers that the resolutions proposed in the notice of EGM are in the interests of the Company and the Shareholders as a whole and therefore recommends you to vote in favour of the relevant resolutions to be proposed at the EGM.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, there were outstanding litigations that have been raised by the plaintiff(s) in relation to the Remaining Loan Capitalisation which have not been concluded (the “ Litigations ”). Set out below is a summary of the Litigations.

a) HCA 1151/2014

• This is a derivative action taken out by Charles Zhi (“ Mr. Zhi ”) on 23 June 2014 against 14 defendants including the former and current directors of the Company. Kim Wuju is also one of the defendants and he is joined in the action in order to make him bound by any order and judgment.

• Mr. Zhi claims that, inter alia, the conditions for issuance of the 3rd convertible note by the Company were not fulfilled and seeks, amongst others, the rescission of the convertible notes.

• On 26 August 2015, Mr. Zhi’s action was struck out and dismissed as against the Company’s former/current directors and its current auditor by Mr. Justice Anthony Chan. He also ordered a stay of proceedings as against all the other remaining defendants pending Mr. Zhi obtaining leave from the Cayman Islands Grand Court. On 14 November 2015 and 16 November 2015, respectively, Mr. Zhi discontinued the proceedings against the Company and Kim Wuju. On 30 March 2016, Mr. Zhi discontinued the proceedings against another defendant.

• Details of the case have been disclosed in the announcement of the Company dated 27 June 2014.

b) HCA 284/2015

• This is a personal action taken out by Mr. Zhi on 5 February 2015 against 19 defendants including the former and current directors of the Company. Kim Wuju is also one of the defendants.

• Mr. Zhi claims, amongst others, that the 1st Defendant, Mr. Kim Young Jun, has breached an oral agreement with him. He also claims that Cordia breached an agreement called the Grant Letter entered into with a Moon Kyung Hyun (“ Ms. Moon ”), whereby Cordia allegedly agreed to grant USD7,400,000 of convertible notes to Ms. Moon, and breached a subsequent settlement agreement of that dispute.

• Mr. Zhi seeks monetary compensation from some of the defendants and, in respect of Kim Wuju, he seeks an injunction to restrain Kim Wuju from assigning or transferring any assets related to the Company or exercise any right conferred by the securities and instrument issued by the Company.

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LETTER FROM THE BOARD

• On 16 November 2015, Mr. Zhi discontinued the action as against the former and current directors of the Company, and the Company itself.

• Details of the case have been disclosed in the announcement of the Company dated 23 February 2015.

c) HCA 1754/2015

• This is a mixed personal and derivative action taken out by Mr. Zhi on 4 August 2015 against 18 defendants including the former and current directors of the Company, Cordia, Goldwyn, First Glory, Lucrezia, Daily Loyal Limited (“ Daily Loyal ”) and Pioneer Centre.

• Mr. Zhi alleges, inter alia, that the 3rd convertible note was not properly issued and hence the Company’s audited accounts were “wrong”. He also alleges various acts of dissipation and unfairly prejudicial acts by Mr. Kim Young Jun (1st Defendant in the action) by his selling of his shares in the Company, and Cordia partially converting the 3rd convertible note into shares in the Company and selling the rest of the 3rd convertible note to Daily Loyal.

• Mr. Zhi seeks, inter alia, various declarations that various defendants hold assets related to the Company on trust for (presumably) a Mr. Choi Sungmin or Mr. Kim Young Jun and accordingly injunctions against them from dealing with those assets.

• On 16 November 2015, Mr. Zhi discontinued this action as against the former and current directors of the company, and the Company itself.

• Details of the case have been disclosed in the announcement of the Company dated 14 August 2015.

d) HCA 1880/2015

• This is a personal action taken out by Mr. Chi Dong Eun, Mr. Zhi’s son, and Mr. Zhi on 18 August 2015 against 18 defendants, including the former and current directors of the Company and the Company itself, Cordia, Goldwyn, First Glory, Lucrezia, Daily Loyal and Pioneer.

• The action is almost identical to HCA 1754/2015. It is also alleged that Mr. Chi Dong Eun is the “beneficiary” of (1) the Grant Letter between Cordia and Ms. Moon; (2) the oral agreement between Mr. Kim Young Jun and Mr. Zhi.

• Mr. Zhi and Mr. Chi Dong Eun seek, inter alia, various declarations that various defendants hold assets related to the Company on trust for Mr. Choi Sungmin or Mr. Kim Young Jun, and injunctions against them from dealing with those assets.

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LETTER FROM THE BOARD

• On 16 November 2015 and 23 November 2015, Mr. Zhi and Mr. Chi Dong Eun discontinued the action as against the former and current directors and the Company itself.

• Details of the case have been disclosed in the announcement of the Company dated 24 August 2015.

e) HCA 2494/2015

• This is a personal action taken out by Mr. Zhi on 27 October 2015 against 6 defendants, including the current and former directors of the Company, the Company, Pioneer and Daily Loyal.

• Mr. Zhi claims that the certain directors of the Company were “placed” by Mr. Kim Young Jun into the Company, and that the loan advanced by Pioneer is illegal money laundering and that the directors of the Company aided and abetted in this alleged money laundering. Mr. Zhi also claims that the third convertible note is ultra vires and illegal and amounts to perverting the course of justice.

• Mr. Zhi seeks a multitude of orders including declaration of the loan from Pioneer being ultra vires.

• On 27 October 2015, Mr. Zhi issued a summons for an interlocutory injunction against the Company seeking to restrain it from, inter alia, discussing or pursuing a whitewash waiver for the recapitalisation of the Company’s debts and the replacement of the 3rd convertible note. The summons was dismissed by Mr. Justice Chung on 30 October 2015.

• On 16 November 2015 and 18 November 2015, respectively, Mr. Zhi discontinued the action against the former and current directors of the Company. On 14 January 2016, Mr. Zhi discontinued the action against the Company.

• Details of the case have been disclosed in the announcement of the Company dated 3 November 2015.

f) HCA 2694/2015

• This is a derivative action brought by Tam Wing Yuen & Chow Doi Yik Caniel (“ Tam and Chow ”) against 12 defendants including the former and current directors of the Company, the Company itself and Daily Loyal.

• It is alleged that the conditions triggering the obligation to issue the 3rd convertible note were never met and, hence, the Company’s was not obligated to issue the 3rd convertible note.

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LETTER FROM THE BOARD

• Tam and Chow seek, inter alia, (a) a declaration that the issuance of the 3rd convertible note was invalid, void, and of no effect; (b) a declaration that the partial allotment of shares under the 3rd convertible note was also invalid, void and of no effect; and (c) injunctions restraining conversion of the 3rd convertible note into shares.

• The action was struck out as against the former and current directors and the Company on 21 September 2016 by Deputy High Court Judge Le Pichon with indemnity costs against Tam and Chow.

• Details of the case have been disclosed in the announcement of the Company dated 25 November 2015.

g) HCA 2983/2015

• This is a derivative action taken out by Mr. Zhi against the Company and other defendants including Pioneer on 16 December 2015.

• Mr. Zhi alleges that there was a scheme by various Korean companies to channel funds wrongfully obtained by Mr. Kim Young Jun to the Company. In particular, it is alleged that one of the defendant companies, through other defendants which are listed companies in Korea, lent money to another Korean company which then injected the money into Pioneer who in turn on-lent the money to the Company. Mr. Zhi alleges that the defendants are all engaged in money laundering.

• On 15 March 2016, Mr. Zhi applied for an interlocutory injunction against Pioneer restraining it from taking any steps to sell or alter the form of its “Pioneer loans” to the Company. The said application was dismissed by Mr. Justice G Lam on 18 March 2016 with costs to Pioneer. In a written Decision dated 18 March 2016, Mr. Justice G Lam also opined that the proper complainant with respect to the loans should be the Korean companies whose funds were allegedly channeled away, rather than Mr. Zhi.

• Mr. Zhi has discontinued the action against the Company on 6 April 2016.

• Details of the case have been disclosed in the announcement of the Company dated 22 December 2015.

h) HCCW 392/2015

• This Petition was filed by Mr. Zhi, together with Tam and Chow, to wind up the Company on just and equitable grounds.

• The former and current directors of the Company, Daily Loyal and Kim Wuju are all named as the respondents.

• The Company has applied to strike out the Petition and the substantive hearing of the strike out application will be heard on 25 January 2017.

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LETTER FROM THE BOARD

• On 8 November 2016, Tam and Chow applied to have this action dismissed with costs to the Company and the former and current directors of the Company, leaving Mr. Zhi as the sole petitioner.

• On 11 November 2016, the Court approved the consent application made by Tam and Chow to have the Petition dismissed as against the Company and the former and current directors of the Company with costs.

• Details of the case have been disclosed in the announcement of the Company dated 21 December 2015.

i) HCA 91/2016

• This is an action brought by Mr. Kim Sung Ho (“ Mr. Kim ”) on 22 February 2016 against 9 defendants including the Company, former and current directors of the Company and Pioneer.

• Mr. Kim alleges, inter alia, that the Pioneer loan is illegal and involves money laundering. As far as Pioneer is concerned, Mr. Kim seeks, inter alia, an order to withdraw the Pioneer loan and cancel the loan recapitalisation agreement made with the Company.

• The Company’s former and current directors have applied to strike out the claim and the hearing will be heard before Master S Lo on 22 November 2016. Mr. Kim has not filed any affirmation in opposition on the strike out summons thus far.

• On 22 November 2016, Master S Lo struck out the Plaintiff’s claim as against the Company’s former and current directors with costs.

• Details of the case have been disclosed in the announcements of the Company dated 27 April 2016 and 29 November 2016.

j) HCA 118/2016

• It is an action brought by Mr. Kim on 22 February 2016 against 11 defendants including the Company, former and current directors of the Company and Kim Wuju.

• Mr. Kim alleges that the 2nd Defendant, Mr. Kim Young Jun, is the major shareholder of the Company through various agents/nominees (i.e. other defendants and Kim Wuju) but has failed to disclose his interest.

• Mr. Kim seeks, inter alia, various declarations against Mr. Kim Young Jun for making false statements about connected parties. He also seeks, inter alia, a declaration that the debts of the Company held by Daily Loyal, Pioneer, Cordia, First Glory, Lucrezia, Token Century, Kim Wuju are all beneficially owned by Mr. Kim Young Jun.

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LETTER FROM THE BOARD

• Mr. Kim discontinued the proceedings against the Company on 20 April 2016. His action as against the former and current directors of the Company was also struck out on 8 June 2016.

• Details of the case have been disclosed in the announcements of the Company dated 21 January 2016, 27 April 2016 and 21 June 2016.

k) HCA 519/2016

• This is an action brought by Mr. Kim on 29 February 2016 against 16 defendants including the Company, former and current directors of the Company, Kim Wuju, First Glory and Daily Loyal.

• Mr. Kim alleges a scheme of money laundering between various defendants and seeks, inter alia, declarations that the recapitalisation scheme is the layering of illicit loans.

• Mr. Kim discontinued the proceedings against the Company on 20 April 2016. The former and current directors of the Company struck out Mr. Kim’s case on 26 April 2016.

• Details of the case have been disclosed in the announcements of the Company dated 8 March 2016, 27 April 2016 and 6 May 2016.

l) HCA 2398/2016

• This is an action brought by Kim Kyung Soo (“ KKS ”) on 17 September 2016 against 24 defendants including the former and current directors of the Company and Pioneer.

• KKS alleges, inter alia, money laundering on the defendants’ part and seeks a declaration against all defendants that they have committed offences under the Organised and Serious Crimes Ordinance.

• KKS has filed the Statement of Claim on 31 October 2016.

• Details of the case have been disclosed in the announcement of the Company dated 5 October 2016.

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LETTER FROM THE BOARD

m) HCA 2634/2016

• This is an action brought by Mr. Lim Hang Young (“ Mr. Lim ”) on 11 October 2016 against 26 defendants including the Company, former and current directors of the Company, Pioneer, First Glory, Lucrezia, Token Century and Kim Wuju.

• Mr. Lim has filed the Statement of Claim dated 9 November 2016.

• In the Statement of Claim, Mr. Lim seeks, inter alia (a) a declaration that all the defendants have committed offences under Section 25(1) of the Organised and Serious Crimes Ordinance for money laundering; (b) a declaration that 1st to 22nd Defendants have committed offences under the Securities and Futures Ordinance; and (c) an order for the Company to exert its power under Section 329 of the Securities and Futures Ordinance to investigate the holders of interests in his shares and debenture.

• Details of the case have been disclosed in the announcement of the Company dated 18 October 2016.

n) HCA 2810/2016

• This is an action brought by Mr. Kim on 27 October 2016 against 22 defendants including the Company, former and current directors of the Company, Pioneer and Daily Loyal.

• Mr. Kim has filed the Statement of Claim dated 15 November 2016.

• In the Statement of Claim, Mr. Kim seeks various declaratory relief against the Defendants for money laundering offences under Section 25(1) of the Organised and Serious Crimes Ordinance and, also, the offence of theft.

• Details of the case have been disclosed in the announcement of the Company dated 3 November 2016.

o) HCA 3148/2016

• This action is commenced by Mr. Kim, as the Plaintiff, against 16 defendants therein including the Company, its former/current directors and Pioneer on 1 December 2016.

• Mr. Kim seeks, inter alia, declarations against all the defendants that: (a) they have committed offenses under Section 25 of the Organised and Serious Crimes Ordinance; (b) “illicit cashflow” was initiated from embezzled funds by various defendants and ultimately used to pay the 14th Defendant i.e. Rossana Chu, the Company’s corporate lawyer, and other expenses of the Company for its resumption and recapitalisation efforts; and (c) that certain defendants conspired and aided in money laundering and benefited excessive fees from the Company.

• Details of the case have been disclosed in the announcement of the Company dated 14 December 2016.

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LETTER FROM THE BOARD

p) HCA 3160/2016

• This action is commenced by Mr. Kim, as the Plaintiff, against 14 defendants therein including the Company and its former and current directors on 2 December 2016.

• Mr. Kim seeks various declarations including (a) a declaration that all the defendants have conspired to intentionally provide misleading accounting information to the independent shareholders of the Company; (b) the impairment test conducted by the 5th Defendant therein, Access Partners Consultancy and Appraisals, is void; and (c) that certain defendants accepted excessive fees to help the Company produce misleading announcements. Mr. Kim also seeks an order that the 4th Defendant (the Company’s auditor) and the Company’s directors and others refrain from using the results supplied by the 5th Defendant.

• Details of the case have been disclosed in the announcement of the Company dated 14 December 2016.

q) HCA 3172/2016

• This action is commenced by a Joung Jong Hyun (“ Mr./Ms. Joung ”), as the Plaintiff, against 22 defendants therein including the Company, its former and current directors on 5 December 2016. Kim Wuju, Token Century, Lucrezia and Pioneer are all named as one of the defendants.

• Mr./Ms. Joung seeks various declarations including (a) that all the defendants have committed offenses under Section 25 of the Organised and Serious Crimes Ordinance; and (b) the recapitalisation scheme is a deceptive, misleading and fraudulent scam. An order for the cancellation of the recapitalisation scheme is also sought.

• Details of the case have been disclosed in the announcement of the Company dated 13 December 2016.

r) HCA 3190/2016

• This action is commenced by Mr. Kim, as the Plaintiff, against 12 defendants therein including the Company and its former/current directors on 6 December 2016.

• Mr. Kim seeks a declaration that all the defendants have committed offenses under Section 25 of the Organised and Serious Crimes Ordinance.

• Details of the case have been disclosed in the announcement of the Company dated 14 December 2016.

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LETTER FROM THE BOARD

s) HCA 3192/2016

• This action is commenced by Mr. Lee Moon Kyu (“ Mr. Lee ”), as the Plaintiff, against 16 defendants therein including the Company and its former and current directors on 6 December 2016. The Stock Exchange is named as the 1st Defendant therein.

• Mr. Lee seeks, inter alia, declarations that: (a) the Stock Exchange has performed inadequately and acted in a manner unbecoming of a main regulatory body of Hong Kong, and that it has knowingly allowed issuers to use false or deficient technical reports; and (b) 6th to 16th Defendants therein have committed offenses under Section 25 of the Organised and Serious Crimes Ordinance.

• Details of the case have been disclosed in the announcement of the Company dated 13 December 2016.

t) HCA 3366/2016

• This action is commenced by Mr. Kim, as the Plaintiff, against 16 defendants therein including the Company and Pioneer on 21 December 2016.

• Since Mr. Kim has only filed a Writ of Summons with Indorsement of Claim, it is not clear what cause of action which Mr. Kim seeks to rely on in suing the defendants therein. It is noted that Mr. Kim seeks, inter alia, declarations against all the defendants that they have committed offenses under Section 25 of the Organized and Serious Crimes Ordinance. Mr. Kim also seeks an order against the Company that it should rescind all the transaction with Pioneer.

• Details of the case have been disclosed in the announcement of the Company dated 29 December 2016.

Based on the advice of the legal advisers of the Company, these Litigations are either unlikely to affect the Remaining Loan Capitalisation or unable to assess at this stage whether the relevant actions would have any bearing on the validity of Remaining Loan Capitalisation, taken into account of the fact that the Remaining Creditors are in fact also the defendants of some of the Litigations. Although none of the Litigations is confirmed to have a bearing on the validity of the Remaining Loan Capitalisation as at the Latest Practicable Date, the Litigations may or may not affect the validity of the Remaining Loan Capitalisation at a later stage depending on the development and judgement of the courts of the Litigations. Shareholders should note that even the Remaining Loan Capitalisation were to be approved at the EGM, the completion of the Remaining Loan Capitalisation will be subject to, among others, that no adverse judgement or other orders of the courts as a result of the Litigation which will affect such completion. Further announcement(s) will be made by the Company in relation to the Litigations as and when appropriate.

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LETTER FROM THE BOARD

Since 2014, there are more than 40 legal proceedings, out of which 20 of them are related to the Loan Capitalisation, against the Company and/or its current/former directors. As advised by the legal adviser of the Company, many of the legal actions have either been struck out or dismissed, or else withdrawn or discontinued by the litigants in person, only to be replaced by new actions making essentially the same allegations and complaints. Having considered the advice of the legal adviser of the Company as disclosed in the above paragraphs and taking into account the development of the legal proceedings in the past two years, in particular, that no adverse judgement was adjudicated against the Company in any of the cases so far, the Directors consider it reasonable to believe that the Litigations will not have any material adverse impact to the Remaining Loan Capitalisation.

Further announcement(s) will be issued by the Company if there are any updates on the Litigations and any additional litigations in relation to the Remaining Loan Capitalisation (including the impact of such on the Remaining Loan Capitalisation) before the completion of the Remaining Loan Capitalisation.

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 document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading.

Yours faithfully, By Order of the Board SIBERIAN MINING GROUP COMPANY LIMITED HONG Sang Joon Chairman

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NOTICE OF EGM

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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1142)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “ EGM ”) of Siberian Mining Group Company Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) will be held at The Jasmine Room of Best Western Plus Hotel Hong Kong at 3rd Floor, 308 Des Voeux Road West, Hong Kong on Monday, 23 January 2017 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) the loan capitalisation agreement dated 1 December 2015 (the “ Lucrezia Loan Capitalisation Agreement ”) entered into between Lucrezia Limited (“ Lucrezia ”) and the Company in relation to the capitalisation of the loan in the maximum amount of HK$29,259,999.60 due from the Group to Lucrezia by the Company’s allotment and issue to Lucrezia a maximum of 90,030,768 ordinary shares of the Company (“ Shares ”) at HK$0.325 per Share be and is hereby approved, confirmed and ratified;

3. (b) subject to the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Shares pursuant to the Lucrezia Loan Capitalisation Agreement (“ Lucrezia Capitalisation Shares ”), the allotment and issue of the Lucrezia Capitalisation Shares pursuant to the Lucrezia Loan Capitalisation Agreement be and is hereby approved, and the directors of the Company be and are hereby granted a specific mandate (“ Specific Mandate No.1 ”) to exercise the powers of the Company to allot and issue the Lucrezia Capitalisation Shares credited as fully paid; and

4. (c) any one director of the Company be and is hereby authorised for and on behalf of the Company to sign, seal, execute, perfect, deliver and do all such documents, deeds, acts, matters and things as he may in his absolute discretion consider necessary or desirable or expedient for the purpose of or in connection with the allotment and issue of the Lucrezia Capitalisation Shares under the Specific Mandate No.1.”

* For identification purpose only

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NOTICE OF EGM

1. “ THAT :

2. (a) the loan capitalisation agreement dated 1 December 2015 (the “ Token Century Loan Capitalisation Agreement ”) entered into between Token Century Limited (“ Token Century ”) and the Company in relation to the capitalisation of the loan in the maximum amount of HK$27,300,000 due from the Group to Token Century by the Company’s allotment and issue to Token Century a maximum of 84,000,000 Shares at HK$0.325 per Share be and is hereby approved, confirmed and ratified;

3. (b) subject to the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Shares pursuant to the Token Century Loan Capitalisation Agreement (“ Token Century Capitalisation Shares ”), the allotment and issue of the Token Century Capitalisation Shares pursuant to the Token Century Loan Capitalisation Agreement be and is hereby approved, and the directors of the Company be and are hereby granted a specific mandate (“ Specific Mandate No.2 ”) to exercise the powers of the Company to allot and issue the Token Century Capitalisation Shares credited as fully paid; and

4. (c) any one director of the Company be and is hereby authorised for and on behalf of the Company to sign, seal, execute, perfect, deliver and do all such documents, deeds, acts, matters and things as he may in his absolute discretion consider necessary or desirable or expedient for the purpose of or in connection with the allotment and issue of the Token Century Capitalisation Shares under the Specific Mandate No.2.”

5. “ THAT :

6. (a) the loan capitalisation agreement dated 1 December 2015 (the “ First Glory Loan Capitalisation Agreement ”) entered into between First Glory Limited (“ First Glory ”) and the Company in relation to the capitalisation of the loan in the maximum amount of HK$18,944,794.38 due from the Group to First Glory by the Company’s allotment and issue to First Glory a maximum of 58,291,675 Shares at HK$0.325 per Share be and is hereby approved, confirmed and ratified;

7. (b) subject to the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Shares pursuant to the First Glory Loan Capitalisation Agreement (“ First Glory Capitalisation Shares ”), the allotment and issue of the First Glory Capitalisation Shares pursuant to the First Glory Loan Capitalisation Agreement be and is hereby approved, and the directors of the Company be and are hereby granted a specific mandate (“ Specific Mandate No.3 ”) to exercise the powers of the Company to allot and issue the First Glory Capitalisation Shares credited as fully paid; and

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NOTICE OF EGM

• (c) any one director of the Company be and is hereby authorised for and on behalf of the Company to sign, seal, execute, perfect, deliver and do all such documents, deeds, acts, matters and things as he may in his absolute discretion consider necessary or desirable or expedient for the purpose of or in connection with the allotment and issue of the First Glory Capitalisation Shares under the Specific Mandate No.3.”

• “ THAT :

• (a) the loan capitalisation agreement dated 1 December 2015 (the “ Pioneer Loan Capitalisation Agreement ”) entered into between Pioneer Centre Limited (“ Pioneer ”) and the Company in relation to the capitalisation of the loan in the maximum amount of HK$52,814,228.03 due from the Group to Pioneer by the Company’s allotment and issue to Pioneer a maximum of 162,505,317 Shares at HK$0.325 per Share be and is hereby approved, confirmed and ratified;

• (b) subject to the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Shares pursuant to the Pioneer Loan Capitalisation Agreement (“ Pioneer Capitalisation Shares ”), the allotment and issue of the Pioneer Capitalisation Shares pursuant to the Pioneer Loan Capitalisation Agreement be and is hereby approved, and the directors of the Company be and are hereby granted a specific mandate (“ Specific Mandate No.4 ”) to exercise the powers of the Company to allot and issue the Pioneer Capitalisation Shares credited as fully paid; and

• (c) any one director of the Company be and is hereby authorised for and on behalf of the Company to sign, seal, execute, perfect, deliver and do all such documents, deeds, acts, matters and things as he may in his absolute discretion consider necessary or desirable or expedient for the purpose of or in connection with the allotment and issue of the Pioneer Capitalisation Shares under the Specific Mandate No.4.”

• “ THAT :

• (a) the loan capitalisation agreement dated 1 December 2015 (the “ Kim Wuju Loan Capitalisation Agreement ”) entered into between Mr. Kim Wuju (“ Kim Wuju ”) and the Company in relation to the capitalisation of the loan in the maximum amount of HK$24,180,000 due from the Group to Kim Wuju by the Company’s allotment and issue to Kim Wuju a maximum of 74,400,000 Shares at HK$0.325 per Share be and is hereby approved, confirmed and ratified;

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NOTICE OF EGM

• (b) subject to the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Shares pursuant to the Kim Wuju Loan Capitalisation Agreement (“ Kim Wuju Capitalisation Shares ”), the allotment and issue of the Kim Wuju Capitalisation Shares pursuant to the Kim Wuju Loan Capitalisation Agreement be and is hereby approved, and the directors of the Company be and are hereby granted a specific mandate (“ Specific Mandate No.5 ”) to exercise the powers of the Company to allot and issue the Kim Wuju Capitalisation Shares credited as fully paid; and

• (c) any one director of the Company be and is hereby authorised for and on behalf of the Company to sign, seal, execute, perfect, deliver and do all such documents, deeds, acts, matters and things as he may in his absolute discretion consider necessary or desirable or expedient for the purpose of or in connection with the allotment and issue of the Kim Wuju Capitalisation Shares under the Specific Mandate No.5.”

By Order of the Board Siberian Mining Group Company Limited Hong Sang Joon Chairman

Hong Kong, 5 January 2017

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

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NOTICE OF EGM

Notes:

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

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

3. To be valid, the form of proxy, together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority must be deposited with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

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

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

6. If typhoon signal no. 8 or above remains hoisted or a black rainstorm warning signal is in force at 8:00 a.m. on the date of the EGM, the EGM will be postponed. Members are requested to visit the website of the Company at http://siberian.todayir.com for details of alternative meeting arrangements. The EGM will be held as scheduled when an amber or red rainstorm warning signal is in force. Members who have any queries concerning the alternative meeting arrangements, please call the Company at (852) 2511-8999 during business hours from 9:00 a.m. to 6:00 p.m. on Mondays to Fridays, excluding public holidays. Members should make their own decision as to whether they would attend the EGM under bad weather conditions bearing in mind their own situation and if they should choose to do so, they are advised to exercise care and caution.

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