시베리안마이닝 키스톤글로벌 주식배정 공시

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

* For identification purpose only

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 stockbrokeror 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”), youshould 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 andexpressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any partof the contents of this circular.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase orsubscribe 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 REFRESHMENTOF THE EXISTING GENERAL MANDATE TO ALLOT AND ISSUE SHARES

AND(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committeeand the Independent Shareholders

A letter from the Independent Board Committee (as defined in this circular) is set out on page 21 of this circular. A letterfrom Wallbanck Brothers, the independent financial adviser to the Independent Board Committee and the IndependentShareholders (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 RoadWest, Hong Kong is set out on pages 34 to 37 of this circular. Whether or not you intend to attend the meeting, you areadvised to complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to theCompany’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s RoadEast, Wanchai, Hong Kong as soon as practicable but in any event no less than 48 hours before the time appointed forholding such meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy willnot preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) shouldyou so wish.

This circular will remain on the website of the Stock Exchange at www.hkexnews.hk on the “Latest Listed CompanyInformation” 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

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CONTENTS

Page

Definitions ...................................................................................................................................... 1

Letter from the Board .................................................................................................................. 6

Letter from the Independent Board Committee ...................................................................... 21

Letter from Wallbanck Brothers ................................................................................................ 22

Notice of EGM ............................................................................................................................... 34

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DEFINITIONS

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

“AGM” the annual general meeting of the Company held on31 August 2012 in which the Shareholders had approved theExisting General Mandate

“Announcement” the announcement of the Company dated 8 January 2013 inrelation to the proposed Subscription and issue of Shares underthe 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 atropical cyclone warning No. 8 or above is hoisted or remainshoisted between 9:00 a.m. and 12:00 noon and is not lowered ator before 12:00 noon or on which a “black” rainstorm warningsignal is hoisted or remains in effect between 9:00 a.m. and12:00 noon and is not discontinued at or before 12:00 noon) onwhich licensed banks are generally open for business in HongKong

“Completion” completion of the Subscription in accordance with the termsand conditions of the Subscription Agreements

“Company” Siberian Mining Group Company Limited (Stock code: 1142),a company incorporated in the Cayman Islands with limitedliability, the issued shares of which are listed on the Main Boardof 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 beconvened and held at 3:00 p.m. on Thursday, 28 February 2013at The Jasmine Room of Ramada Hong Kong Hotel at 3rd Floor,308 Des Voeux Road West, Hong Kong for considering and, ifthought fit, approving (i) the Subscription Agreements andtransactions contemplated thereunder, together with the grantingof the Specific Mandate; and (ii) the refreshment of the ExistingGeneral Mandate

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DEFINITIONS

“Existing General Mandate” the general mandate which was granted to the Directors pursuantto an ordinary resolution passed at the AGM for the issue andallotment of up to 70,488,552 new Shares, representing 20% ofthe aggregate nominal amount of the share capital of theCompany in issue on the date thereof

“Group” the Company and its subsidiaries

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Independent Board Committee” an independent committee of the Board comprising all theindependent non-executive Directors to advise the IndependentShareholders as to the fairness and reasonableness of the grantof the Issue Mandate

“Independent Shareholder(s)” any Shareholder(s) other than controlling Shareholders and theirassociates or, if there is no controlling Shareholder, the Directors(excluding Independent Non-executive Directors) and the chiefexecutive of the Company and their respective associates

“Independent Financial Adviser” Wallbanck Brothers Securities (Hong Kong) Limited, theor “Wallbanck Brothers” independent financial adviser appointed by the Company to

advise the Independent Board Committee and the IndependentShareholders in respect of the refreshment of the ExistingGeneral Mandate and a corporation licensed to carry out Type4 (advising on securities), Type 6 (advising on corporate finance)and Type 9 (asset management) regulated activities under theSFO

“Independent Third Party(ies)” any person(s) or company(ies) and their respective ultimatebeneficial owner(s) whom, to the best of the Directors’knowledge, information and belief having made all reasonableenquiries, are third parties independent of the Company and itsconnected persons of the Company in accordance with theListing Rules

“Issue Mandate” the general mandate proposed to be granted to the Directors atthe EGM to exercise the power of the Company to allot, issueand otherwise deal with new Shares not exceeding 20% of theissued share capital of the Company as at the date of the passingof the relevant resolution

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DEFINITIONS

“Keystone” Keystone Global Co., Ltd, a company incorporated under thelaws of Republic of Korea, whose shares are listed on the KoreanStock Exchange, stock code 012170, and having made allreasonable enquiries, Keystone and its ultimate beneficialowners are independent third parties not connected with theCompany and its connected persons (as defined under the ListingRules)

“Keystone Short Term Loan” short term loan for an amount of US$1,400,000 (approximatelyHK$10,920,000) granted to the Company on 19 December 2012,bearing an interest of 6% p.a., which is repayable 12 monthsfrom the drawdown date, that is, 19 December 2012 and can berenewable for further periods up to 36 months to be mutuallyagreed by Keystone and the Company, the entire principalamount is outstanding as at the date of this circular

“Keystone Subscription” the subscription of a total of 42,000,000 new Shares by Keystonepursuant to the Keystone Subscription Agreement

“Keystone Subscription the agreement dated 8 January 2013 entered into betweenAgreement” the Company and Keystone after the trading hours in relation

to the Keystone Subscription

“Kim” Mr. Kim Chul, a South Korean, as advised by Mr. Kim Chul,sole shareholder of Wonang and having made all reasonableenquiries, Mr. Kim Chul is independent third party not connectedwith the Company and its connected persons (as defined underthe Listing Rules)

“Kim Short Term Loan” short term loan for an amount of US$940,000 (approximatelyHK$7,332,000) granted to the Company on 18 December 2012,bearing an interest of 6% p.a., which is repayable 12 monthsfrom the drawdown date, that is, 18 December 2012 and can berenewable for further periods up to 36 months to be mutuallyagreed by Kim and the Company, the entire principal amount isoutstanding as at the date of this circular

“Kim Subscription” the subscription of a total of 28,200,000 new Shares by Kimpursuant to the Kim Subscription Agreement

“Kim Subscription the agreement dated 8 January 2013 entered into betweenAgreement” the Company and Kim after the trading hours in relation to the

Kim Subscription

“Last Trading Day” 8 January 2013, being the last trading day immediately prior tothe entering into of the Subscription Agreements

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DEFINITIONS

“Latest Practicable Date” 4 February 2013, being the latest practicable date prior to theprinting of this circular for the purpose of ascertaining certaininformation 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 StockExchange

“Loan Agreements” collectively the Wonang Short Term Loan, Keystone Short TermLoan and Kim Short Term Loan

“PRC” the People’s Republic of China, which for the purpose of thiscircular, shall exclude Hong Kong, the Macau SpecialAdministrative Region of the PRC and Taiwan

“SFO” Securities and Futures Ordinance (Chapter 571 of Laws of HongKong)

“Share(s)” ordinary share(s) of par value of HK$0.20 each in the issuedshare capital of the Company

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

“Specific Mandate” a specific mandate to be sought from the Shareholders at theEGM to allot and issue the Subscription Shares pursuant to theSubscription 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 Subscribersas contemplated under the Subscription Agreements

“Subscription Agreements” collectively the Wonang Subscription Agreement, KimSubscription Agreement and Keystone Subscription Agreement

“Subscription Shares” 84,000,000 new Shares to be issued and allotted to theSubscribers 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

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DEFINITIONS

“Takeovers Code” The Code on Takeovers and Mergers

“Wonang” Wonang Industries Co., Ltd, a company incorporated under thelaws of Republic of Korea and having made all reasonableenquiries, Wonang and its ultimate beneficial owners areindependent third parties not connected with the Company andits connected persons (as defined under the Listing Rules)

“Wonang Short Term Loan” short term loan for an amount of US$460,000 (approximatelyHK$3,588,000) granted to the Company on 18 December 2012,bearing an interest of 6% p.a., which is repayable 12 monthsfrom the drawdown date, that is, 18 December 2012 and can berenewable for further periods up to 36 months to be mutuallyagreed by Wonang and the Company, the entire principal amountis outstanding as at the date of this circular

“Wonang Subscription” the subscription of a total of 13,800,000 new Shares by Wonangpursuant to the Wonang Subscription Agreement

“Wonang Subscription the agreement dated 8 January 2013 entered into between theAgreement” 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 theUnited States of America

“%” per cent.

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

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LETTER FROM THE BOARD



Executive Directors: Registered office:Mr. LIM Ho Sok (Chairman) Cricket SquareMr. CHOI Jun Ho Hutchins Drive

P.O. Box 2681Non-executive Director: Grand Cayman KY1-1111Mr. PANG Ngoi Wah Edward Cayman Islands

Independent non-executive Directors: Head office and principal placeMr. CHO Min Je of business in Hong Kong:Mr. LIEW Swee Yean Room 2402, 24/FMr. TAM Tak Wah Tower 2, Admiralty CentreMr. YOUNG Yue Wing Alvin 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 REFRESHMENTOF 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 SubscriptionAgreements and the issue of the Subscription Shares under the Specific Mandate will be proposed atthe EGM. The Company also proposes to put forward the refreshment of the Existing General Mandatefor approval by the Independent Shareholders at the EGM.


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

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

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

In light of the simple terms and interest rate of the Loan Agreements and the fact that nosecurity is needed from the Company, the Directors consider the terms and conditions of theLoan Agreements and the entering into the Loan Agreements are fair and reasonable and in theinterests of the Company and Shareholders as a whole. The Company originally planned toextend the Loan Agreements upon the maturity date or conduct fund raising activities includingraising bank loans and/or issue shares for settlement of the Loan Agreements. The willingnessof the Subscribers to take up the Shares triggered the change of the Company’s plan as it willcontribute to reduce the Company’s interest expense, decrease the Company’s gearing ratioand reduce the Company’s need to conducting further fund raising activities. In light of thechange of circumstances, the Directors’ consider that the settlement of the Loan Agreementsby way of issue of Shares is fair and reasonable and in the interest of the Company and itsShareholders as a whole.

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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 befully satisfied and discharged. The Subscription Agreements are not inter-conditional. Althoughthere were other interest-bearing borrowings of approximately HK$21.5 million (as to HK$19million due to ACME Perfect Limited (“ACME”) and as to approximately equivalent HK$2.5million due to a former shareholder of the Group’s Russian subsidiary) classified under currentliabilities as at 30 September 2012 as shown in the Company’s 2012 Interim Report, and theLoan Agreements were drawndown only in December 2012, the Company considered to offsetthe Loan Agreements in a short period of time instead of repaying these other current liabilitiesfirst because:

(a) HK$10.5 million loan due to ACME had already been discharged by the subscription ofnew Shares under general mandate by ACME (please refer to the Company’sannouncements dated 5 December 2012 and 17 December 2012); and

(b) the Subscribers are willing to take the Shares as settlement of the outstanding principalamount 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 ofKorea, and as advised by Wonang, is principally engaged in rentingand leasing of real estate and parking lot. As advised by Wonang,Wonang is entirely owned by Kim.

(ii) Kim Subscription Agreement


Parties :


Subscriber : Kim, an independent third party not connected with the Companyand its connected persons (as defined under the Listing Rules). Asadvised by Kim, Kim entirely owns Wonang.

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(iii) Keystone Subscription Agreement


Parties :


Subscriber : Keystone, a company incorporated under the laws of RepublicKorea, and as advised by Keystone, is principally engaged in minedevelopment and coal sales and resource development. As advisedby Keystone, Keystone is owned by about 4,864 natural personsand 2 corporate shareholders. No shareholder is holding more than13.5% of the shareholding of Keystone.

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

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

Information about the Company and the Group

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

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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$1,400,000principal (approximately (approximately (approximatelyamount: 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 andcan be renewable for further periods up to 36 months to bemutually agreed by the respective lender and the Company

Early repayment: The Company has the rights to earlier repay the whole orany 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 amountor accrued interests of the Loan Agreements.

Number of Subscription Shares

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

Number of Aggregate amount ofName 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% ofthe 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 issueand allotment of the Subscription Shares.

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Ranking of the Subscription Shares

The Subscription Shares, upon issue, will rank pari passu in all respects among themselves andwith 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 areconditional upon the fulfillment of all the following conditions (which shall not be waived bythe 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 theListing Committee of the Stock Exchange; and

(b) the Shareholders passing at an EGM the resolutions approving the issue of the SubscriptionShares under a specific mandate.

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

Completion

Completion of the Subscription Agreements shall take place on the fifth Business Day after allthe 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 theShareholders 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 quotedon the Stock Exchange on the Last Trading Day of the Shares;

(ii) a discount of approximately 13.04% to the average closing price of approximatelyHK$0.299 per Share for the last 5 consecutive trading days immediately prior to the LastTrading Day;

(iii) a discount of approximately 10.65% to the average closing price of approximatelyHK$0.291 per Share for the last 10 consecutive trading days immediately prior to theLast Trading Day; and

(iv) a discount of approximately 13.33% to the closing price of HK$0.300 per Share as quotedon the Stock Exchange on the Latest Practicable Day of the Shares.

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The Subscription Price was arrived at after arm’s length negotiations between the Companyand the Subscribers with reference to the prevailing market prices of the Shares as shownabove. 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 theinterests of the Company and Shareholders as a whole on the following basis: (i) the Subscribersshowed their willingness to subscribe the Subscription Shares at the Subscription Price. TheCompany tried to strike a better bargain for the Company and obtain a better price with smallerdiscount to the closing price of the Share as quoted on the Stock Exchange on the Last TradingDay of the Shares so as to be more beneficial to the Company and its Shareholders. Despite thevarious negotiations between the Company and the Subscribers, the Subscribers insisted onsubscribing the Subscription Shares at the Subscription Price. The Subscribers are of the viewthat the Subscription Price should be the same price of HK$0.250 as the Company’s issue ofnew Shares in December 2012 which has just been completed shortly. In light of the net currentliabilities 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 theCompany to yield to the request of the Subscribers. Therefore the Company considers it is fairand reasonable to give a larger discount to the Subscribers and a historical price of HK$0.250is a fair and commercial basis for arriving the Subscription Price; and (ii) the SubscriptionPrice is more or less approximating the subscription price of HK$0.250 per share in the newShares subscription under general mandate as disclosed in the Company’s announcement dated5 December 2012.

Each of the Subscribers will settle the Subscription Price by setting off the Subscription Pricewith 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 dealin, the Subscription Shares.

Reasons for entering into the Subscription Agreements

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

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(2) SHAREHOLDING STRUCTURE OF THE COMPANY AND THE POTENTIALDILUTION TO SHAREHOLDING OF THE EXISTING PUBLIC SHAREHOLDERSBY THE ISSUE MANDATE

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

Shareholdingin the Company

Shareholding upon full utilization Upon full utilizationin the Company of the Issue Mandate of the Issue Mandate

immediately (assuming no other (assuming no otherafter Completion Shares are issued Shares are issued

(assuming no other and/or repurchased and/or repurchasedShares are issued by the Company and by the Company and

As at the and/or repurchased the Subscription the SubscriptionName of Shareholders Latest Practicable Date by the Company) not yet completed) has been completed)

Number of % Number of % Number of % Number of %Shares (approx.) Shares (approx.) Shares (approx.) Shares (approx.)

Goldwyn Management Limited(Note 1) 11,400,000 2.70% 11,400,000 2.25% 11,400,000 2.25% 11,400,000 1.93%

Pang Ngoi Wah Edward,a non-executive Director 175,000 0.04% 175,000 0.03% 175,000 0.03% 175,000 0.03%

Sub-total 11,575,000 2.74% 11,575,000 2.28% 11,575,000 2.28% 11,575,000 1.96%

Existing Public ShareholdersACME Perfect Limited 70,000,000 16.57% 70,000,000 13.82% 70,000,000 13.81% 70,000,000 11.85%Master Impact Inc. 62,036,055 14.69% 62,036,055 12.25% 62,036,055 12.24% 62,036,055 10.50%Skyline Merit Limited 41,357,370 9.79% 41,357,370 8.17% 41,357,370 8.16% 41,357,370 7.00%Wonang (Note 2) — 0.00% 13,800,000 2.72% — 0.00% 13,800,000 2.34%Kim — 0.00% 28,200,000 5.57% — 0.00% 28,200,000 4.77%Keystone 11,000,000 2.60% 53,000,000 10.47% 11,000,000 2.17% 53,000,000 8.97%Other public Shareholders 226,474,338 53.61% 226,474,338 44.72% 226,474,338 44.67% 226,474,338 38.31%

Sub-total 410,867,763 97.26% 494,867,763 97.72% 410,867,763 81.05% 494,867,763 83.74%

Shares to be issued underthe Issue Mandate — 0.00% — 0.00% 84,488,552 16.67% 84,488,552 14.30%

Total 422,442,763 100.00% 506,442,763 100.00% 506,931,315 100.00% 590,931,315 100.00%

Notes:

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

2. These Shares are registered in the name of Wonang, which is wholly-owned by Kim who is deemed to beinterested in all the Shares in which Wonang is interested by virtue of the SFO.

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

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

Date ofannouncement

6 March 2012

27 November2012

Event

Subscription of124,072,110 newShares

Third SupplementalAgreement relating tothe placing ofconvertible bonds ofup to an aggregateprincipal amount ofUS$30,000,000(approximatelyHK$234,000,000)

Net proceeds

ApproximatelyUS$8.95 million(approximatelyHK$69.81 million)

Subject to the ThirdSupplementalAgreement isapproved by theShareholders and theentire aggregateprincipal amount ofUS$30,000,000 of theconvertible bonds aresuccessfully placed,the net proceeds willbe approximatelyUS$29,801,900(approximatelyHK$232,454,820)

Intended use ofproceeds as stated inthe announcement

Full and finaldischarge of thePromissory Notes fora total amount ofUS$9 million(approximatelyHK$70.2 million)

(i) ApproximatelyUS$10,000,000(approximatelyHK$78,000,000) forfinancing theexploration drillingand geological andhydrological surveysand the developmentof Lot 2 of the coalmines in Russia; (ii)approximatelyUS$2,435,900(approximatelyHK$19,000,000) forrepayment of twoexisting loans of theCompany due to anindependent thirdparty; (iii)approximatelyUS$13,500,000(approximatelyHK$105,300,000) forrepayment of existingliabilities of the Groupowed to Cordia GlobalLimited and (iv)approximatelyUS$3,866,000(approximatelyHK$30,154,800),representing thebalancing amount, forgeneral workingcapital purposes

Actual use ofproceeds/Remarks

Full and finaldischarge of thePromissory Notes fora total amount ofUS$9 million(approximatelyHK$70.2 million)

Not yet finalized,since the ThirdSupplementalAgreement is yet to beapproved by theShareholders

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Actual use ofproceeds/Remarks

All proceeds had beenused as intended asgeneral workingcapital of the Group inthe amount ofapproximately ofHK$4.95 million andfor repayment ofliabilities of the Groupin the amount ofapproximately ofHK$12.2 million

Intended use ofproceeds as stated inthe announcement

General workingcapital of the Groupand repayment ofliabilities

Net proceeds

ApproximatelyHK$17.15 million

Event

Subscription of70,000,000 newShares under generalmandate

Date ofannouncement

5 December2012

Save as disclosed above, the Company has not conducted any fund raising activity in the previous12 months.

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

At the AGM, the Shareholders approved, among other things, an ordinary resolution to grant tothe Directors the Existing General Mandate to issue, allot and deal with up to 70,488,552Shares, 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 issuedunder the Existing General Mandate representing approximately 99.31% of the Existing GeneralMandate. Consequentially, as at the Latest Practicable Date, the Directors may issue, allot anddeal with up to 488,552 Shares under the Existing General Mandate, representing approximately0.12% of the Shares in issue as at the Latest Practicable Date. The Company has not refreshedthe Existing General Mandate since the AGM.

Pursuant to Rule 13.36(4) of the Listing Rules, the refreshment of the Existing General Mandateshall be subject to the Independent Shareholders’ approval by way of poll at the EGM, whereany controlling Shareholders and their associates or, where there is no controlling Shareholder,the Directors (excluding independent non-executive Directors) and the chief executive of theCompany 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 inissue. Subject to the passing of the ordinary resolutions for the approval of the grant of theIssue Mandate and assuming that no Shares will be issued or repurchased by the Companybetween the Latest Practicable Date and the date of the EGM, the Company would be allowedunder the Issue Mandate to allot and issue up to 84,488,552 Shares, representing 20% of theissued share capital of the Company as at the Latest Practicable Date and the date of the EGM.

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Reasons for the grant of the Issue Mandate

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

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

The Directors (including the independent non-executive Directors) were of the view that thegranting of the Issue Mandate is fair and reasonable and in the interests of the Company andthe 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$0.250per 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 proceduresadopted by the Company for estimation of its cash management, including working capitalrequirement forecast, capital commitment requirement forecast, review of debt repaymentschedule, the total estimated gross proceeds may be applied by the Group in the followingmanner:

(a) about two-thirds, being approximately HK$14.08 million will be applied for repaymentof existing liabilities of the Group; and

(b) the remaining one-third, being approximately HK$7.04 million will be for general workingcapital 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 orbusiness opportunities has been identified and there are no negotiations at this stage. In casethe 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 ofthe investment. In such case, the Company will make the necessary announcement as and whenneeded, and comply with the Listing Rules when proceeding with the possible acquisition orinvestment or business opportunities. In any event, the definite use of proceeds will be announcedwhen the Company issue Shares under the Issue Mandate.

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Apart from the issue of convertible bonds as disclosed in the Company’s circular dated 4 October2012, the Company does not have any present intention or immediate plans for any fund raisingactivities. Although there is no specific need or intention for fund raising, the Company willnot convene the next annual general meeting very shortly, in order to give more flexibility tothe Company to take advantage of the market in case of necessity, the Directors consider therefreshment of the Existing General Mandate is necessary, fair and reasonable, and in the interestof 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 inpage 14 in this circular will cause/have caused dilution in the Shares, the Directors to their bestknowledge consider the Subscription and the proposed refreshment of Existing General Mandateare fair and reasonable to the Shareholders as a whole, as the Directors have taken into accountof 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 besubstantially 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 bankloans without diluting the interests of current Shareholders. However, the interest rate and costfor 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 toapprove (i) the Subscription Agreements and the transactions contemplated thereunder, togetherwith the granting of the Specific Mandate; and (ii) the refreshment of Existing General Mandateto allot shares.

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

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(i) Subscription

As at the date of this circular, to the best of the Directors’ knowledge, information andbelief, having made all reasonable enquiries, save as aforesaid, no Director or Shareholderexcept Keystone has a material interest in the Subscription. Accordingly, Keystone isrequired to abstain from voting at the EGM in respect of the resolutions relating to theKeystone Subscription Agreement. Save as disclosed above, no Shareholder is requiredto 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 theCompany’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 IndependentShareholders’ approval by way of poll at the EGM, where any controlling Shareholdersand their associates or, where there is no controlling Shareholder, the Directors (excludingindependent non-executive Directors) and the chief executive of the Company and theirrespective associates shall abstain from voting in favour of the Issue Mandate. As at theLatest Practicable Date, there is no controlling Shareholder as defined in the ListingRules. 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 sharecapital of the Company as at the Latest Practicable Date, and Mr. Lim Ho Sok, an executiveDirector and the Chairman of the Company, and his associates, Goldwyn ManagementLimited, with an interest of 11,400,000 Shares, representing approximately 2.70% of theissued share capital of the Company as at the Latest Practicable Date shall abstain fromvoting for the resolution in relation to the proposed refreshment of the Existing GeneralMandate to be proposed at the EGM in accordance with Rule 13.36(4) of the ListingRules.

A notice convening the EGM to be held at 3:00 p.m. on 28 February 2013 at The JasmineRoom of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong is setout on pages 34 to 37 of this circular. A form of proxy for use at the EGM is enclosed with thiscircular. Whether or not you intend to attend and vote at such meeting, you are advised tocomplete the form of proxy enclosed in accordance with the instructions printed thereon andreturn it to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26thFloor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable butin any event no less than 48 hours before the time appointed for holding such meeting or anyadjournment thereof (as the case may be). Completion and return of the form of proxy will notpreclude you from attending and voting in person at the meeting or any adjourned meeting (asthe case may be) should you so wish.

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(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 givinginformation 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 circularis accurate and complete in all material respects and not misleading or deceptive, and there areno other matters the omission of which would make any statement herein or this circularmisleading.

(7) RECOMMENDATION

The Board considers that the terms and conditions of the Subscription Agreements are fair andreasonable and the Subscription is in the interest of the Company and the Shareholders as awhole. Accordingly, the Board recommends the Shareholders to vote in favour of the resolutionnos. 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 advisethe Independent Board Committee and the Independent Shareholders in respect of therefreshment of the Existing General Mandate. The text of the letter of advice from WallbanckBrothers to the Independent Board Committee and the Independent Shareholders is set out onpages 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 WingAlvin, has been established to give advice to the Independent Shareholders in respect of therefreshment of the Existing General Mandate. The letter from the Independent Board Committee,which contains its recommendation to the Independent Shareholders in respect of thetransactions, is set out on page 21 of this circular.

The Independent Board Committee, having taken into account the advice of the IndependentFinancial Adviser, considers the granting of the Issue Mandate is fair and reasonable and in theinterest of the Company and the Shareholders as a whole. Accordingly, the Independent BoardCommittee recommends the Independent Shareholders to vote in favour of the ordinaryresolution 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 bestinterest of the Company and its Shareholders. Accordingly, the Directors recommend theShareholders to vote in favour of the resolution no. 2 in respect of the granting of the IssueMandate as set out in the notice of the EGM.

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If any of the conditions precedent to the Completion under the Subscription Agreementsis not satisfied, all or part, as the case may be, of the Subscription will lapse and will notproceed. Shareholders and potential investors of the Company should exercise cautionwhen dealing in the Shares or any other securities of the Company.

Yours faithfullyBy Order of the Board

Siberian Mining Group Company LimitedLim Ho Sok

Chairman

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE



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 letterforms part. Terms defined in the Circular shall have the same meanings when used herein unless thecontext otherwise requires.

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

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

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

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

Yours faithfullyFor and on behalf of

Independent Board Committee ofSiberian Mining Group Company Limited

Cho Min JeLiew Swee YeanTam Tak Wah

Young Yue Wing AlvinIndependent Non-Executive Directors


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LETTER FROM WALLBANCK BROTHERS

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

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

Hong Kong

8 February 2013To the Independent Board Committee and

the Independent Shareholders ofSiberian 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 Committeeand the Independent Shareholders in relation to the proposed refreshment of the Existing GeneralMandate, details of which are set out in the letter from the Board (the “Board Letter”) contained inthis circular (the “Circular”) dated 8 February 2013 issued by the Company, of which this letterforms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circularunless the context requires otherwise.

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

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As at the Latest Practicable Date, the Company has no controlling Shareholder as defined in theListing 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 ofthe Company as at the Latest Practicable Date, and Mr. Lim Ho Sok, an executive Director and theChairman of the Company, and his associates, Goldwyn Management Limited, with an interest of11,400,000 Shares, representing approximately 2.70% of the issued share capital of the Company asat the Latest Practicable Date, shall abstain from voting for the resolution in relation to the proposedrefreshment of the Existing General Mandate to be proposed at the EGM in accordance with Rule13.36(4) of the Listing Rules.

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

The Independent Board Committee comprising all the independent non-executive Directors, namelyMr. Cho Min Je, Mr. Liew Swee Yean, Mr. Tam Tak Wah and Mr. Young Yue Wing Alvin, has beenestablished to advise the Independent Shareholders in respect of the proposed refreshment of theExisting General Mandate. Wallbanck Brothers has been appointed by the Company to advise theIndependent Board Committee and the Independent Shareholders in this respect. The appointment ofWallbanck 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 theIndependent Shareholders, we have relied on the accuracy of the information, opinions andrepresentations provided to us by the Directors and management of the Company, and have assumedthat all statements, information, opinions and representations contained or referred to in this Circularwere true and accurate at the time when they were made and will continue to be accurate at the LatestPracticable Date. We have also assumed that all statements of belief, opinion and intention made bythe Directors in this Circular were reasonably made after due enquiry. We have no reasons to doubtthat any relevant information has been withheld, nor are we aware of any fact or circumstance whichwould 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 toreach an informed view and to justify reliance on the accuracy of the information contained in thisCircular to provide a reasonable basis for our opinions and recommendations. Having made allreasonable enquiries, the Directors have further confirmed that, to the best of their knowledge, theybelieve there are no other facts or representations the omission of which would make any statement inthis Circular, including this letter, misleading or deceptive. We have not, however, carried out anyindependent 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.

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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 accuracyand 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 anyopinion or any form of assurance on them. We have had no reason to doubt the truth and accuracy ofthe information provided to us by the Company. The Directors have also advised us that no materialfacts have been omitted from the information to reach an informed view, and we have no reason tosuspect that any material information has been withheld. We have not carried out any feasibilitystudy on any past, and forthcoming investment decision, opportunity or project undertaken or beundertaken 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 andsustainable. Our opinions shall not be constructed as to give any indication to the validity, sustainabilityand feasibility of any past, existing and forthcoming investment decision, opportunity or projectundertaken 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 theproposed refreshment of the Existing General Mandate as these are particular to the individualcircumstances of each Shareholder. It is emphasised that we will not accept responsibility for any taxeffect on or liability of any person resulting from his or her decision to the refreshment of ExistingGeneral Mandate. In particular, the Independent Shareholders who are overseas residents or are subjectto overseas taxation or Hong Kong taxation on securities dealings should consult their own taxpositions, and if in any doubt, should consult their own professional advisers.

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

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

Our opinions are based on the Directors’ confirmation of receipt of our advice that the Directors and themanagement of the Company are responsible to take all reasonable steps to ensure that the information andrepresentations provided in any press announcement, circular and prospectus concerning the proposedrefreshment 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 proposedrefreshment of the Existing General Mandate.

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

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PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion and recommendations to the Independent Board Committee and theIndependent 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 engagedin the businesses of coal mining, and mineral resources and commodities trading.

At the AGM, the Shareholders approved, among other things, an ordinary resolution to grant tothe Directors the Existing General Mandate to issue, allot and deal with up to 70,488,552Shares, 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 issuedunder the Existing General Mandate representing approximately 99.31% of the Existing GeneralMandate. Consequentially, as at the Latest Practicable Date, the Directors may issue, allot anddeal with up to 488,552 Shares under the Existing General Mandate, representing approximately0.12% of the Shares in issue as at the Latest Practicable Date. The Company has not refreshedthe Existing General Mandate since the AGM.

2. Reasons for the refreshment of Existing General Mandate

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

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

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

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

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Assuming the Issue Mandate will be fully utilised in one time and based on the proceduresadopted by the Company for estimation of its cash management, including working capitalrequirement forecast, capital commitment requirement forecast, review of debt repaymentschedule, the total estimated gross proceeds may be applied by the Group in the followingmanner:

(a) about two-thirds, being approximately HK$14.08 million will be applied for repaymentof existing liabilities of the Group; and

(b) the remaining one-third, being approximately HK$7.04 million will be for general workingcapital 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 possibleacquisition or investment or business opportunities has been identified and there are nonegotiations at this stage. In case the Company has identified any specific acquisition orinvestment or business opportunities, the Directors may change the above-mentioned use oftotal estimated proceeds for funding of the investment. In such case, the Company will makethe necessary announcement as and when needed, and comply with the Listing Rules whenproceeding 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 IssueMandate.

As stated in the Board Letter, apart from the issue of convertible bonds as disclosed in theCompany’s circular dated 4 October 2012, the Company does not have any present intention orimmediate plans for any fund raising activities. Although there is no specific need or intentionfor 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 ofnecessity, 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 ofExisting General Mandate and (iii) other fund raising activities of the Company in the pasttwelve-month period as listed in page 14 in this circular will cause/have caused dilution in theShares, the Directors to their best knowledge consider the Subscription and the proposedrefreshment 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:




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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, theinterest 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 of2011 and 2012:

For the year ended For the year ended31 March 2012 31 March 2011

HK$’000 HK$’000

Turnover from continuingoperations 9,291 10,211

Net loss after taxation attributableto shareholders from continuingoperations 409,397 81,226

As at As at31 March 2012 31 March 2011

HK$’000 HK$’000

Net current liabilities 41,935 5,045Current ratio 14.9% 88.9%Gearing ratio 2.95% 2%

According to the 2012 annual report of the Group (“AR2012”), the turnover from continuingoperations of the Group for the year ended 31 March 2012 (“YE2012”) was approximatelyHK$9.3 million (31 March 2011: approximately HK$10.2 million), representing a decrease ofapproximately 9.01%. The Group recorded a loss from continuing operations attributable toshareholders of approximately HK$409.4 million (31 March 2011: approximately HK$81.2million). According to AR2012, the loss was mainly attributable to the net effects of the followingitems, (i) impairment loss of HK$253.0 million (2011: Nil) on the carrying amount of themining rights of the Russian coal mines in YE2012 mainly due to decrease in internationalcoal prices that impacted the valuation results; (ii) no impairment loss of customer base of thedigital television technology services business in YE2012 since the customer base had alreadybeen fully impaired in last year ended 31 March 2011 (“LY2011”) (2011: impairment loss ofHK$34.7 million); (iii) no fair value gain on the conversion option of the Company’s convertiblenotes in YE2012 since all the convertible notes had been fully converted in LY2011 (2011: fairvalue 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 sellingand distribution costs to HK$2.1 million (2011: HK$5.5 million), which was in line with the

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reduction in turnover of digital television technology services business; (vi) reduction inadministrative and other expenses to HK$177.6 million (2011: HK$182.9 million), due to costcontrol measures and less business activities from digital television technology services businessand 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 ofHK$41.9 million (2011: HK$5.0 million). The Group’s current ratio, being a ratio of currentassets to current liabilities, was 14.9% (2011: 88.9%). The Group’s gearing ratio, being a ratioof 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 financialstatements which indicates that the Group incurred a net loss for the year from continuingoperations of HK$448,799,000 for the year ended 31 March 2012 and, as of that date, theGroup’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 uncertaintythat 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 (onunforeseen circumstances) in maintaining sufficient cashflow for the normal operation of theGroup’s existing business. As such, it is reasonable to expect that the Group will have a timelyfunding 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 therefreshment of Existing General Mandate to be fair and reasonable and in the interest of theCompany and the Shareholders as a whole.

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3. Fund raising activities in the past twelve months

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

Actual use of proceedsas at the LatestPracticable Date

Full and final dischargeof the Promissory Notesfor a total amount ofUS$9 million(approximatelyHK$70.2 million)

Not yet finalised,since the ThirdSupplementalAgreement is yet to beapproved by theShareholders

All proceeds had beenused as intended asgeneral working capitalof the Group in theamount ofapproximately ofHK$4.95 million andfor repayment ofliabilities of the Groupin the amount ofapproximately ofHK$12.2 million

Date ofannouncement

6 March 2012

27 November2012

5 December 2012

Event

Subscription of124,072,110 newShares

Third SupplementalAgreement relatingto the placing ofconvertible bonds ofup to an aggregateprincipal amount ofUS$30,000,000(approximatelyHK$234,000,000)

Subscription of70,000,000 newShares undergeneral mandate

Net proceeds

ApproximatelyUS$8.95 million(approximatelyHK$69.81 million)

Subject to the ThirdSupplementalAgreement isapproved by theShareholders and theentire aggregateprincipal amount ofUS$30,000,000 of theconvertible bonds aresuccessfully placed,the net proceeds willbe approximatelyUS$29,801,900(approximatelyHK$232,454,820)

ApproximatelyHK$17.15 million

Intended use of proceeds

Full and final discharge ofthe Promissory Notes for atotal amount of US$9 million(approximately HK$70.2million)

(i) ApproximatelyUS$10,000,000(approximatelyHK$78,000,000) forfinancing the explorationdrilling and geological andhydrological surveys and thedevelopment of Lot 2 of thecoal mines in Russia; (ii)approximately US$2,435,900(approximatelyHK$19,000,000) forrepayment of two existingloans of the Company due toan independent third party;(iii) approximatelyUS$13,500,000(approximatelyHK$105,300,000) forrepayment of existingliabilities of the Group owedto Cordia Global Limited and(iv) approximatelyUS$3,866,000(approximatelyHK$30,154,800),representing the balancingamount, for general workingcapital purposes

General working capital ofthe Group and repayment ofliabilities

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Save as and except for the above, the Company had not conducted any other fund raisingactivities 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 wasin line with the intended use of proceeds.

4. Financial flexibility

As advised by the Directors, the Group does not obviate the possibilities of further issuingcapital 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 Groupwith flexibility and ability to capture any appropriate capital raising or investment or businessopportunities when they arise. Furthermore, the Board considers that the Issue Mandate willempower the Directors to issue new Shares under the refreshed limit speedily as and whennecessary, and without the need to seek further approval from the Shareholders. The Directorsare therefore of the view that the refreshment of Existing General Mandate is in the interests ofthe Company and the Shareholders as a whole. As further advised by the Directors, the Companydid 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 theCompany with the necessary flexibility to fulfil any possible funding needs for future businessdevelopment and/or investment decisions. The refreshment of Existing General Mandate wouldalso provide the Company with the flexibility as allowed under the Listing Rules to allot andissue new Shares for equity fund raising activities, such as placing of new Shares, or asconsideration 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 ofExisting General Mandate would provide the Group with more financing options when assessingand negotiating potential investments in a timely manner. Given the financial flexibility availableto the Company as discussed above, the Directors are of the opinion that the refreshment ofExisting 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 thatapart from equity financing, the Group will also consider debt financing, such as bank borrowingsand 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 borrowingsusually depends on the Group’s profitability, financial position and the then prevailing marketcondition. Furthermore, such alternative may be subject to lengthy due diligence and negotiationswith 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 comparedto equity financing, such as placing of new Shares, for the Group to obtain additional funding.

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The Directors represented that the Company will explore appropriate equity fund raisingopportunities and/or investment opportunities which may or may not require the use of theIssue Mandate. The Directors confirmed that they would exercise due and careful considerationwhen 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 Companywith an additional alternative and it is reasonable for the Company to have the flexibility indeciding the financing methods for its future business development, the Directors are of theview that the refreshment of Existing General Mandate is in the interests of the Company andthe 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 PracticableDate; and (ii) immediately after Completion of the Subscription; (iii) upon full utilisation ofthe Issue Mandate (assuming no other Shares are issued and/or repurchased by the Companyfrom the Latest Practicable Date up to the date of the EGM and the Subscription has not beencompleted); and (iv) upon full utilisation of the Issue Mandate (assuming no other Shares areissued and/or repurchased by the Company from the Latest Practicable Date up to the date ofthe EGM and the Subscription has been completed), for illustrative and reference purpose:

Upon full utilization of Upon full utilization ofthe Issue Mandate the Issue Mandate

Immediately after (assuming the (assuming theAs at the Completion of Subscription not Subscription

Name of Shareholders Latest Practicable Date the Subscription being completed) being completed)Number of % Number of % Number of % Number of %

Shares (approx.) Shares (approx.) Shares (approx.) Shares (approx.)

Directors’ interestsGoldwyn Management Limited

(Note 1) 11,400,000 2.70% 11,400,000 2.25% 11,400,000 2.25% 11,400,000 1.93%Pang Ngoi Wah Edward,

a non-executive Director 175,000 0.04% 175,000 0.03% 175,000 0.03% 175,000 0.03%

Sub-total 11,575,000 2.74% 11,575,000 2.28% 11,575,000 2.28% 11,575,000 1.96%

Existing Public ShareholdersACME Perfect Limited 70,000,000 16.57% 70,000,000 13.82% 70,000,000 13.81% 70,000,000 11.85%Master Impact Inc. 62,036,055 14.69% 62,036,055 12.25% 62,036,055 12.24% 62,036,055 10.50%Skyline Merit Limited 41,357,370 9.79% 41,357,370 8.17% 41,357,370 8.16% 41,357,370 7.00%Wonang (Note 2) — 0.00% 13,800,000 2.72% — 0.00% 13,800,000 2.34%Kim — 0.00% 28,200,000 5.57% — 0.00% 28,200,000 4.77%Keystone 11,000,000 2.60% 53,000,000 10.47% 11,000,000 2.17% 53,000,000 8.97%Other public Shareholder 226,474,338 53.61% 226,474,338 44.72% 226,474,338 44.67% 226,474,338 38.31%

Sub-total 410,867,763 97.26% 494,867,763 97.72% 410,867,763 81.05% 494,867,763 83.74%

Shares to be issued underthe Issue Mandate — 0.00% — 0.00% 84,488,552 16.67% 84,488,552 14.30%

Total 422,442,763 100.00% 506,442,763 100.00% 506,931,315 100.00% 590,931,315 100.00%

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Notes:

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

2. These Shares are registered in the name of Wonang, which is wholly-owned by Kim who is deemed to beinterested 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 bythe Company from the Latest Practicable Date up to the date of the EGM and the Subscriptionhas not been completed, the shareholdings of the existing public Shareholders would decreasefrom approximately 97.26% as at the Latest Practicable Date to approximately 81.05% uponfull utilisation of the Issue Mandate, which represents a dilution of approximately 16.21% onthe shareholding of existing public Shareholders; and (ii) assuming no other Shares are issuedand/or repurchased by the Company from the Latest Practicable Date up to the date of theEGM and the Subscription has been completed, the shareholdings of the existing publicShareholders would decrease from approximately 97.72% as at the Latest Practicable Date toapproximately 83.74% upon full utilisation of the Issue Mandate, which represents a dilutionof approximately 13.98% on the shareholding of existing public Shareholders.

As stated in the Board Letter, although (i) the Subscription, (ii) the proposed refreshment ofExisting General Mandate and (iii) other fund raising activities of the Company in the pasttwelve-month period as listed in page 14 in this circular will cause/have caused dilution in theShares, the Directors to their best knowledge consider the Subscription and the proposedrefreshment 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:




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

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RECOMMENDATION

Having considered the above principal factors and reasons and Directors’ representations, on balanceand 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 fairand reasonable so far as the Independent Shareholders are concerned and the proposed refreshmentof 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 BoardCommittee to advise the Independent Shareholders, to vote in favour of the resolution approving theproposed refreshment of the Existing General Mandate at the forthcoming EGM.

Yours faithfully,For and on behalf of

WALLBANCK BROTHERSSecurities (Hong Kong) Limited

Phil ChanChief Executive Officer

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NOTICE OF EGM



NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Siberian Mining GroupCompany Limited (the “Company”) will be held at 3:00 p.m. on Thursday, 28 February 2013 at TheJasmine Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road West, Hong Kong forthe purpose of considering and, if thought fit, passing, with or without amendments, the followingresolutions as an ordinary resolutions:

ORDINARY RESOLUTIONS

1. “THAT: —

(A) the subscription agreement dated 8 January 2013 entered into between the Company andWonang Industries Co., Ltd (“Wonang”) in relation to the subscription of a total of13,800,000 new Shares by Wonang pursuant to which Wonang has conditionally agreedto subscribe for and the Company has conditionally agreed to issue 13,800,000 Shares atHK$0.260 per Share (a copy of which has been produced to the meeting marked “A” andinitialled by the chairman of the meeting for identification purpose), and the transactionscontemplated thereunder be and are hereby approved, ratified and confirmed;

(B) the subscription agreement dated 8 January 2013 entered into between the Company andMr. Kim Chul (“Kim”) in relation to the subscription of a total of 28,200,000 new Sharesby Kim pursuant to which Kim has conditionally agreed to subscribe for and the Companyhas conditionally agreed to issue 28,200,000 Shares at HK$0.260 per Share (a copy ofwhich has been produced to the meeting marked “B” and initialled by the chairman ofthe meeting for identification purpose), and the transactions contemplated thereunder beand are hereby approved, ratified and confirmed;

(C) the subscription agreement dated 8 January 2013 entered into between the Company andKeystone Global Co., Ltd (“Keystone”) in relation to the subscription of a total of42,000,000 new Shares by Keystone pursuant to which Keystone has conditionally agreedto subscribe for and the Company has conditionally agreed to issue 42,000,000 Shares atHK$0.260 per Share (a copy of which has been produced to the meeting marked “C” andinitialled by the chairman of the meeting for identification purpose), and the transactionscontemplated thereunder be and are hereby approved, ratified and confirmed;


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NOTICE OF EGM

(D) conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limitedgranting the listing of, and permission to deal in the Subscription Shares, as defined inthe Company’s circular dated 8 February 2013, the allotment and issue of SubscriptionShares be and is hereby approved and the directors of the Company be and are herebyauthorized to allot and issue the Subscription Shares accordingly; and

(E) any one director of the Company (“Director”) be and is hereby generally andunconditionally authorized to do all such acts and things, to sign and execute all suchdocuments for and on behalf of the Company by hand and, or in the case of execution ofdocuments under seal, to do so jointly with any one of a second Director, a duly authorisedrepresentative of the Director or the secretary of the Company, and to take such steps ashe may in his absolute discretion considers necessary, appropriate, desirable or expedientto give effect to or in connection with the Subscription Agreements, as defined in theCompany’s circular dated 8 February 2013, and the transactions contemplated thereunder,including but not limited to the allotment and issue of the Subscription Shares.”

2. “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 theCompany to allot, issue and otherwise deal with additional shares (“Shares”) in thecapital of the Company or securities convertible into Shares, or options, warrants orsimilar 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 theexercise of such powers, subject to and in accordance with all applicable laws, be and ishereby generally and unconditionally approved;

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

(c) the aggregate nominal amount of share capital allotted or agreed conditionally orunconditionally to be allotted (whether pursuant to an option or otherwise) and issued bythe 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 ofthe Company or any securities which are convertible into Shares; or

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

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NOTICE OF EGM

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

(v) a specific authority granted by the shareholders of the Company, shall not exceed20 per cent. of the aggregate nominal amount of the share capital of the Companyin issue as at the date of passing of this resolution, and the said approval shall belimited accordingly;

(d) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whicheveris 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 theCompany is required by the articles of association of the Company or the applicablelaws 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 anordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means the allotment, issue or grant of Shares pursuant to an offer ofShares open for a period fixed by the Directors to the holders of Shares whose namesappear on the register of members of the Company on a fixed record date in proportionto their then holdings of such Shares as at that date (subject to such exclusions or otherarrangements as the Directors may deem necessary or expedient in relation to fractionalentitlements or having regard to any restrictions or obligations under the laws of, or therequirements of any recognized regulatory body or any stock exchange in, any territoryapplicable to the Company).”

By order of the BoardSiberian Mining Group Company Limited

Lim Ho SokChairman

Hong Kong, 8 February 2013

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NOTICE OF EGM

Registered office: Head office and principal place of businessCricket Square in Hong Kong:Hutchins Drive Room 2402, 24/FP.O. Box 2681 Tower 2, Admiralty CentreGrand Cayman KY1-1111 18 Harcourt Road, AdmiraltyCayman Islands Hong Kong

Notes:

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

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

3. To be valid, the form of proxy, together with any power of attorney or other authority, if any, under which it issigned or a notarially certified copy of such power of attorney or authority must be deposited with the Company’sbranch 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 adjournmentthereof.

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

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

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