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					THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION


If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker
or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Siberian Mining Group Company Limited (the “Company”), you
should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank,
stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”)
take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and
expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part
of the contents of this circular.
This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or
subscribe for the securities of the Company.




                                                                                 아
                                                                        리
           SIBERIAN MINING GROUP COMPANY LIMITED
                  西伯利亞礦業集團有限公司*
                                                               코
                         (Incorporated in the Cayman Islands with limited liability)
                                            (Stock Code: 1142)

                      (1) PROPOSED SUBSCRIPTION,
                                                  브
               ISSUE OF SHARES UNDER SPECIFIC MANDATE,
                      (2) PROPOSED REFRESHMENT
                                         오


    OF THE EXISTING GENERAL MANDATE TO ALLOT AND ISSUE SHARES
                                 AND
           (3) NOTICE OF EXTRAORDINARY GENERAL MEETING
                            릿




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




A letter from the Independent Board Committee (as defined in this circular) is set out on page 21 of this circular. A letter
from Wallbanck Brothers, the independent financial adviser to the Independent Board Committee and the Independent
Shareholders (as defined in this circular), is set out on pages 22 to 33 of this circular.
A notice convening an extraordinary general meeting of Siberian Mining Group Company Limited to be held at 3:00 p.m.
on Thursday, 28 February 2013 at The Jasmine Room of Ramada Hong Kong Hotel at 3rd Floor, 308 Des Voeux Road
West, Hong Kong is set out on pages 34 to 37 of this circular. Whether or not you intend to attend the meeting, you are
advised to complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the
Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road
East, Wanchai, Hong Kong as soon as practicable but in any event no less than 48 hours before the time appointed for
holding such meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will
not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) should
you so wish.
This circular will remain on the website of the Stock Exchange at www.hkexnews.hk on the “Latest Listed Company
Information” page for at least 7 days from the date of its posting and the Company’s website at http://siberian.todayir.com.
                                                                                                            8 February 2013

* For identification purpose only
                                                                 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




                                                                                                    아
                                                                                         리
                                                                               코
                                                              브
                                                   오
                                   릿
                        크
             시




                                                                           –i–
                                        DEFINITIONS


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

“AGM”                                the annual general meeting of the Company held on
                                     31 August 2012 in which the Shareholders had approved the
                                     Existing General Mandate

“Announcement”                       the announcement of the Company dated 8 January 2013 in
                                     relation to the proposed Subscription and issue of Shares under
                                     the Specific Mandate

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




                                                                 아
“Board”                              the board of Directors of the Company




                                                          리
“Business Day”                       a day (excluding Saturday, Sunday and any day on which a
                                     tropical cyclone warning No. 8 or above is hoisted or remains

                                                   코
                                     hoisted between 9:00 a.m. and 12:00 noon and is not lowered at
                                     or before 12:00 noon or on which a “black” rainstorm warning
                                     signal is hoisted or remains in effect between 9:00 a.m. and
                                        브
                                     12:00 noon and is not discontinued at or before 12:00 noon) on
                                     which licensed banks are generally open for business in Hong
                                     Kong
                                 오


“Completion”                         completion of the Subscription in accordance with the terms
                                     and conditions of the Subscription Agreements
                        릿




“Company”                            Siberian Mining Group Company Limited (Stock code: 1142),
                 크




                                     a company incorporated in the Cayman Islands with limited
                                     liability, the issued shares of which are listed on the Main Board
                                     of the Stock Exchange
          시




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

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

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



                                                –1–
                                     DEFINITIONS


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

“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 the
                                  independent non-executive Directors to advise the Independent
                                  Shareholders as to the fairness and reasonableness of the grant




                                                               아
                                  of the Issue Mandate




                                                       리
“Independent Shareholder(s)”      any Shareholder(s) other than controlling Shareholders and their
                                  associates or, if there is no controlling Shareholder, the Directors

                                                코
                                  (excluding Independent Non-executive Directors) and the chief
                                  executive of the Company and their respective associates
                                    브
“Independent Financial Adviser”   Wallbanck Brothers Securities (Hong Kong) Limited, the
  or “Wallbanck Brothers”         independent financial adviser appointed by the Company to
                                  advise the Independent Board Committee and the Independent
                                 오


                                  Shareholders in respect of the refreshment of the Existing
                                  General Mandate and a corporation licensed to carry out Type
                                  4 (advising on securities), Type 6 (advising on corporate finance)
                     릿




                                  and Type 9 (asset management) regulated activities under the
                                  SFO
               크




“Independent Third Party(ies)”    any person(s) or company(ies) and their respective ultimate
                                  beneficial owner(s) whom, to the best of the Directors’
          시




                                  knowledge, information and belief having made all reasonable
                                  enquiries, are third parties independent of the Company and its
                                  connected persons of the Company in accordance with the
                                  Listing Rules

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




                                             –2–
                               DEFINITIONS


“Keystone”                   Keystone Global Co., Ltd, a company incorporated under the
                             laws of Republic of Korea, whose shares are listed on the Korean
                             Stock Exchange, stock code 012170, and having made all
                             reasonable enquiries, Keystone and its ultimate beneficial
                             owners are independent third parties not connected with the
                             Company and its connected persons (as defined under the Listing
                             Rules)

“Keystone Short Term Loan”   short term loan for an amount of US$1,400,000 (approximately
                             HK$10,920,000) granted to the Company on 19 December 2012,
                             bearing an interest of 6% p.a., which is repayable 12 months
                             from the drawdown date, that is, 19 December 2012 and can be
                             renewable for further periods up to 36 months to be mutually




                                                        아
                             agreed by Keystone and the Company, the entire principal
                             amount is outstanding as at the date of this circular




                                                 리
“Keystone Subscription”      the subscription of a total of 42,000,000 new Shares by Keystone


“Keystone Subscription
                                          코
                             pursuant to the Keystone Subscription Agreement

                             the agreement dated 8 January 2013 entered into between
                               브
  Agreement”                 the Company and Keystone after the trading hours in relation
                             to the Keystone Subscription
                             오


“Kim”                        Mr. Kim Chul, a South Korean, as advised by Mr. Kim Chul,
                             sole shareholder of Wonang and having made all reasonable
                             enquiries, Mr. Kim Chul is independent third party not connected
                     릿




                             with the Company and its connected persons (as defined under
                             the Listing Rules)
              크




“Kim Short Term Loan”        short term loan for an amount of US$940,000 (approximately
                             HK$7,332,000) granted to the Company on 18 December 2012,
        시




                             bearing an interest of 6% p.a., which is repayable 12 months
                             from the drawdown date, that is, 18 December 2012 and can be
                             renewable for further periods up to 36 months to be mutually
                             agreed by Kim and the Company, the entire principal amount is
                             outstanding as at the date of this circular

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

“Kim Subscription            the agreement dated 8 January 2013 entered into between
  Agreement”                 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 to
                             the entering into of the Subscription Agreements


                                       –3–
                               DEFINITIONS


“Latest Practicable Date”   4 February 2013, being the latest practicable date prior to the
                            printing of this circular for the purpose of ascertaining certain
                            information contained in this circular

“Listing Committee”         has the same meaning ascribed thereto in the Listing Rules

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

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

“PRC”                       the People’s Republic of China, which for the purpose of this




                                                        아
                            circular, shall exclude Hong Kong, the Macau Special
                            Administrative Region of the PRC and Taiwan




                                                리
“SFO”                       Securities and Futures Ordinance (Chapter 571 of Laws of Hong


“Share(s)”
                            Kong)
                                         코
                            ordinary share(s) of par value of HK$0.20 each in the issued
                              브
                            share capital of the Company

“Shareholder(s)”            person(s) whose name(s) appear in the register of members of
                            오


                            the Company as the holder(s) of Shares

“Specific Mandate”          a specific mandate to be sought from the Shareholders at the
                        릿




                            EGM to allot and issue the Subscription Shares pursuant to the
                            Subscription Agreements
                  크




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




“Subscribers”               collectively Wonang, Kim and Keystone

“Subscription”              the subscription for the Subscription Shares by the Subscribers
                            as contemplated under the Subscription Agreements

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

“Subscription Shares”       84,000,000 new Shares to be issued and allotted to the
                            Subscribers for full and final settlement of the Loan Agreements

“Subscription Price”        the subscription price of HK$0.260 per Subscription Share

“Subsidiary”                any subsidiary (from time to time) of the Company



                                      –4–
                                         DEFINITIONS


“Takeovers Code”                      The Code on Takeovers and Mergers

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

“Wonang Short Term Loan”              short term loan for an amount of US$460,000 (approximately
                                      HK$3,588,000) granted to the Company on 18 December 2012,
                                      bearing an interest of 6% p.a., which is repayable 12 months
                                      from the drawdown date, that is, 18 December 2012 and can be
                                      renewable for further periods up to 36 months to be mutually




                                                                  아
                                      agreed by Wonang and the Company, the entire principal amount
                                      is outstanding as at the date of this circular




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


“Wonang Subscription
                                                    코
                                      pursuant to the Wonang Subscription Agreement

                                      the agreement dated 8 January 2013 entered into between the
                                         브
  Agreement”                          Company and Wonang after the trading hours in relation to the
                                      Wonang Subscription
                                  오


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

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




                                      United States of America
                크




“%”                                   per cent.

In this circular, for illustration purposes only, unless otherwise stated, the conversion of US dollars
         시




into HK dollars is based on the approximate exchange rate of US$1.00 to HK$7.8.




                                                  –5–
                                    LETTER FROM THE BOARD




           SIBERIAN MINING GROUP COMPANY LIMITED
                  西伯利亞礦業集團有限公司*
                        (Incorporated in the Cayman Islands with limited liability)
                                           (Stock Code: 1142)

Executive Directors:                                             Registered office:
Mr. LIM Ho Sok (Chairman)                                        Cricket Square
Mr. CHOI Jun Ho                                                  Hutchins Drive
                                                                 P.O. Box 2681




                                                                   아
Non-executive Director:                                          Grand Cayman KY1-1111
Mr. PANG Ngoi Wah Edward                                         Cayman Islands




                                                            리
Independent non-executive Directors:                             Head office and principal place
Mr. CHO Min Je                                                     of business in Hong Kong:
Mr. LIEW Swee Yean
Mr. TAM Tak Wah
Mr. YOUNG Yue Wing Alvin
                                                      코          Room 2402, 24/F
                                                                 Tower 2, Admiralty Centre
                                                                 18 Harcourt Road, Admiralty
                                           브
                                                                 Hong Kong
                                     오


                                                                 8 February 2013

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




Dear Sir/Madam,
                   크




                      (1) PROPOSED SUBSCRIPTION,
          시




               ISSUE OF SHARES UNDER SPECIFIC MANDATE,
                      (2) PROPOSED REFRESHMENT
    OF THE EXISTING GENERAL MANDATE TO ALLOT AND ISSUE SHARES
                                 AND
           (3) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

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




* For identification purpose only


                                                   –6–
                               LETTER FROM THE BOARD


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

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

      On 8 January 2013 (after trading hours), the Company has entered into the following three
      separate subscription agreements with each of the Subscribers, pursuant to which the Subscribers
      have conditionally agreed to subscribe for and the Company has conditionally agreed to allot
      and issue the Subscription Shares at the Subscription Price per Subscription Share. The




                                                                    아
      Subscription Price of all the Subscription Shares will be settled by setting off with the outstanding
      principal amount of the Loan Agreements. The aggregate outstanding principal amount of the




                                                             리
      Loan Agreements up to the date of this circular is US$2,800,000.00 (approximately
      HK$21,840,000.00). The aggregate accrued interests under the Loan Agreements up to the

                                                     코
      date of this circular are approximately US$24,164 (approximately HK$188,479). The Company
      will settle the accrued interest in cash to the Subscribers on Completion. The Company entered
      into the Loan Agreements because the Company required fund for its general working capital
      and repayments of liabilities. The proceeds of the Loan Agreements have been applied for the
                                          브
      following purposes up to the Latest Practicable Day:
                                  오


      (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;
                        릿




      (iii)   For funding the daily operations of the Russian subsidiary of US$0.34 million
              (approximately HK$2.65 million);
                 크




      (iv)    For settlement of daily expenses of the Group of approximately HK$1.78 million; and
            시




      (v)     The balancing amount of HK$0.24 million not yet utilized would be reserved for general
              working capital purposes.

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


                                                  –7–
                          LETTER FROM THE BOARD


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

(a)    HK$10.5 million loan due to ACME had already been discharged by the subscription of
       new Shares under general mandate by ACME (please refer to the Company’s




                                                            아
       announcements dated 5 December 2012 and 17 December 2012); and




                                                     리
(b)    the Subscribers are willing to take the Shares as settlement of the outstanding principal
       amount of the Loan Agreements.

(i)    Wonang Subscription Agreement         코
                                   브
       Date           :      8 January 2013 (after trading hours)

       Parties        :
                            오


       The issuer     :      the Company
                 릿




       Subscriber     :      Wonang, a company incorporated under the laws of Republic of
                             Korea, and as advised by Wonang, is principally engaged in renting
          크




                             and leasing of real estate and parking lot. As advised by Wonang,
                             Wonang is entirely owned by Kim.
      시




(ii)   Kim Subscription Agreement

       Date           :      8 January 2013 (after trading hours)

       Parties        :

       The issuer     :      the Company

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




                                           –8–
                          LETTER FROM THE BOARD


(iii)   Keystone Subscription Agreement

        Date          :      8 January 2013 (after trading hours)

        Parties       :

        The issuer    :      the Company

        Subscriber    :      Keystone, a company incorporated under the laws of Republic
                             Korea, and as advised by Keystone, is principally engaged in mine
                             development and coal sales and resource development. As advised
                             by Keystone, Keystone is owned by about 4,864 natural persons
                             and 2 corporate shareholders. No shareholder is holding more than




                                                            아
                             13.5% of the shareholding of Keystone.




                                                     리
To the best of the Directors’ knowledge, information and belief and having made all reasonable
enquiries, Wonang, Keystone and their respective ultimate beneficial owner(s) are Independent

                                             코
Third Parties of the Company and its connected persons. As advised by Keystone, as at the date
of this circular, Keystone holds 11,000,000 Shares, representing approximately 2.60% of the
existing issued share capital of the Company. As advised by Kim, Kim holds 7.2% of Master
                                   브
Impact Inc. which holds 14.69% of the existing issued share capital of the Company. To the
best of the Directors’ knowledge, information and belief and having made all reasonable
enquiries at the date of this circular, save as disclosed above, Wonang and Keystone and their
                           오


respective ultimate beneficial owner(s) do not hold any Shares.

As confirmed and advised by the Subscribers that, save as disclosed above, they do not have
                  릿




any relationship between them, further they do not have any agreement nor understanding
whether formal or informal, actively cooperate to obtain or consolidate control of the Company
           크




through the acquisition by any of them of voting rights of the Company. The issue of Subscription
Shares for each Subscriber under the Subscription Agreements is not inter-conditional. As
advised by the Subscribers, the Subscribers are of the view that they are not acting in concert
   시




under the Takeovers Code.

Information about the Company and the Group

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




                                           –9–
                       LETTER FROM THE BOARD


The Loan Agreements

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

Name of lenders:          Wonang                       Kim                 Keystone

Outstanding             US$460,000                 US$940,000            US$1,400,000
  principal            (approximately             (approximately        (approximately
  amount:              HK$3,588,000)              HK$7,332,000)         HK$10,920,000)

Interest:                  6% p.a.                   6% p.a.                6% p.a.

Term:                    Repayable 12 months from the respective drawdown date and




                                                          아
                          can be renewable for further periods up to 36 months to be
                          mutually agreed by the respective lender and the Company




                                                    리
Early repayment:           The Company has the rights to earlier repay the whole or


Drawdown Date:
                                           코
                             any part of the loan without any penalty at any time

                     18 December 2012            18 December 2012      19 December 2012
                                 브

Security:                                           Unsecured
                          오


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




Number of Subscription Shares
            크




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




                                           Number of                 Aggregate amount of
Name of Subscribers               Subscription Shares                  Subscription Price
                                                                                   (HK$)

Wonang                                      13,800,000                           3,588,000

Kim                                         28,200,000                           7,332,000

Keystone                                    42,000,000                          10,920,000

Total                                       84,000,000                          21,840,000


The total number of 84,000,000 Subscription Shares represents: (i) approximately 19.88% of
the existing issued share capital of the Company as at the date of this circular; and
(ii) approximately 16.59% of the issued share capital of the Company as enlarged by the issue
and allotment of the Subscription Shares.
                                        – 10 –
                          LETTER FROM THE BOARD


Ranking of the Subscription Shares

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

Conditions of the Subscription Agreements

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

(a)     the granting of the listing of and permission to deal in the Subscription Shares by the
        Listing Committee of the Stock Exchange; and




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




                                                      리
If any of the conditions precedent have not been fulfilled on or before 30 June 2013 or such
later date as agreed by the respective parties to the Subscription Agreements, the relevant

                                               코
Subscription Agreements shall lapse and the relevant party(ies) shall not be bound to proceed
with the relevant Subscription except for any antecedent breaches of the relevant Subscription
Agreements.
                                    브

Completion
                             오


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

Specific Mandate to the Issue of the Subscription Shares
                  릿




The Subscription Shares will be issued under the Specific Mandate to be approved by the
           크




Shareholders at the EGM.

Subscription Price for Issue of the Subscription Shares
      시




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

(i)     a discount of approximately 18.75% to the closing price of HK$0.320 per Share as quoted
        on the Stock Exchange on the Last Trading Day of the Shares;

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

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

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



                                           – 11 –
                         LETTER FROM THE BOARD


The Subscription Price was arrived at after arm’s length negotiations between the Company
and the Subscribers with reference to the prevailing market prices of the Shares as shown
above. The Directors consider the Subscription Price, with such discount as disclosed above,
and the terms and conditions of the Subscription Agreements are fair and reasonable and in the
interests of the Company and Shareholders as a whole on the following basis: (i) the Subscribers
showed their willingness to subscribe the Subscription Shares at the Subscription Price. The
Company tried to strike a better bargain for the Company and obtain a better price with smaller
discount to the closing price of the Share as quoted on the Stock Exchange on the Last Trading
Day of the Shares so as to be more beneficial to the Company and its Shareholders. Despite the
various negotiations between the Company and the Subscribers, the Subscribers insisted on
subscribing the Subscription Shares at the Subscription Price. The Subscribers are of the view
that the Subscription Price should be the same price of HK$0.250 as the Company’s issue of
new Shares in December 2012 which has just been completed shortly. In light of the net current




                                                              아
liabilities position of the Company, as disclosed by the Company in its 2012 Interim Report,
and the bargaining power between the parties, the Directors consider it is for the interest of the




                                                      리
Company to yield to the request of the Subscribers. Therefore the Company considers it is fair
and reasonable to give a larger discount to the Subscribers and a historical price of HK$0.250

                                               코
is a fair and commercial basis for arriving the Subscription Price; and (ii) the Subscription
Price is more or less approximating the subscription price of HK$0.250 per share in the new
Shares subscription under general mandate as disclosed in the Company’s announcement dated
                                    브
5 December 2012.

Each of the Subscribers will settle the Subscription Price by setting off the Subscription Price
                            오


with the respective outstanding principal amount of the Loan Agreements.

Application for Listing
                 릿




Application will be made to the Stock Exchange to grant the listing of, and permission to deal
          크




in, the Subscription Shares.

Reasons for entering into the Subscription Agreements
  시




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




                                           – 12 –
                                      LETTER FROM THE BOARD


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

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

                                                                                                    Shareholding
                                                                                                  in the Company
                                                                           Shareholding        upon full utilization      Upon full utilization
                                                                         in the Company        of the Issue Mandate       of the Issue Mandate
                                                                           immediately          (assuming no other         (assuming no other




                                                                                              아
                                                                        after Completion         Shares are issued          Shares are issued
                                                                       (assuming no other       and/or repurchased         and/or repurchased




                                                                                    리
                                                                        Shares are issued      by the Company and         by the Company and
                                               As at the               and/or repurchased         the Subscription          the Subscription
      Name of Shareholders              Latest Practicable Date
                                         Number of
                                             Shares (approx.)
                                                                %
                                                                       코by the Company)
                                                                       Number of          %
                                                                           Shares (approx.)
                                                                                                not yet completed)
                                                                                               Number of
                                                                                                    Shares (approx.)
                                                                                                                     %
                                                                                                                          has been completed)
                                                                                                                          Number of
                                                                                                                               Shares (approx.)
                                                                                                                                                %
                                                      브
      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,
                                         오


        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%
                                     릿




      Existing Public Shareholders
      ACME Perfect Limited               70,000,000       16.57%       70,000,000    13.82%    70,000,000      13.81%     70,000,000      11.85%
                        크




      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%
           시




      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 under
        the 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 Director
                  and 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 be
                  interested in all the Shares in which Wonang is interested by virtue of the SFO.


                                                                    – 13 –
                                LETTER FROM THE BOARD


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

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

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

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




                                                                         아
                                                                     US$9 million               US$9 million
                                                                     (approximately             (approximately




                                                                 리
                                                                     HK$70.2 million)           HK$70.2 million)

      27 November    Third Supplemental      Subject to the Third    (i) Approximately          Not yet finalized,
      2012           Agreement relating to
                     the placing of
                     convertible bonds of
                                                        코
                                             Supplemental
                                             Agreement is
                                             approved by the
                                                                     US$10,000,000
                                                                     (approximately
                                                                     HK$78,000,000) for
                                                                                                since the Third
                                                                                                Supplemental
                                                                                                Agreement is yet to be
                     up to an aggregate      Shareholders and the    financing the              approved by the
                                             브
                     principal amount of     entire aggregate        exploration drilling       Shareholders
                     US$30,000,000           principal amount of     and geological and
                                   오


                     (approximately          US$30,000,000 of the    hydrological surveys
                     HK$234,000,000)         convertible bonds are   and the development
                                             successfully placed,    of Lot 2 of the coal
                                             the net proceeds will   mines in Russia; (ii)
                       릿




                                             be approximately        approximately
                                             US$29,801,900           US$2,435,900
                                             (approximately          (approximately
               크




                                             HK$232,454,820)         HK$19,000,000) for
                                                                     repayment of two
                                                                     existing loans of the
        시




                                                                     Company due to an
                                                                     independent third
                                                                     party; (iii)
                                                                     approximately
                                                                     US$13,500,000
                                                                     (approximately
                                                                     HK$105,300,000) for
                                                                     repayment of existing
                                                                     liabilities of the Group
                                                                     owed to Cordia Global
                                                                     Limited and (iv)
                                                                     approximately
                                                                     US$3,866,000
                                                                     (approximately
                                                                     HK$30,154,800),
                                                                     representing the
                                                                     balancing amount, for
                                                                     general working
                                                                     capital purposes

                                                    – 14 –
                               LETTER FROM THE BOARD


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

      5 December    Subscription of        Approximately      General working         All proceeds had been
      2012          70,000,000 new         HK$17.15 million   capital of the Group    used as intended as
                    Shares under general                      and repayment of        general working
                    mandate                                   liabilities             capital of the Group in
                                                                                      the amount of
                                                                                      approximately of
                                                                                      HK$4.95 million and
                                                                                      for repayment of
                                                                                      liabilities of the Group
                                                                                      in the amount of
                                                                                      approximately of




                                                                  아
                                                                                      HK$12.2 million




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

(4)                                                  코
      PROPOSED REFRESHMENT OF EXISTING GENERAL MANDATE TO ALLOT AND
      ISSUE SHARES
                                           브
      At the AGM, the Shareholders approved, among other things, an ordinary resolution to grant to
      the Directors the Existing General Mandate to issue, allot and deal with up to 70,488,552
                                  오


      Shares, which is equivalent to 20% of the then issued share capital of the Company.

      As announced by the Company on 17 December 2012, 70,000,000 new Shares had been issued
                       릿




      under the Existing General Mandate representing approximately 99.31% of the Existing General
      Mandate. Consequentially, as at the Latest Practicable Date, the Directors may issue, allot and
      deal with up to 488,552 Shares under the Existing General Mandate, representing approximately
               크




      0.12% of the Shares in issue as at the Latest Practicable Date. The Company has not refreshed
      the Existing General Mandate since the AGM.
        시




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

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



                                                  – 15 –
                         LETTER FROM THE BOARD


Reasons for the grant of the Issue Mandate

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

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




                                                            아
The Directors (including the independent non-executive Directors) were of the view that the




                                                     리
granting of the Issue Mandate is fair and reasonable and in the interests of the Company and
the Shareholders as a whole.

                                              코
The Company does not have any detailed plans to utilise the proceeds from the Issue Mandate.
Assuming the Issue Mandate will be fully utilized shortly and the Shares are issued at HK$0.250
                                   브
per Share, the total estimated gross proceeds will amount to approximately HK$21.12 million.
Assuming the Issue Mandate will be fully utilized in one time and based on the procedures
adopted by the Company for estimation of its cash management, including working capital
                            오


requirement forecast, capital commitment requirement forecast, review of debt repayment
schedule, the total estimated gross proceeds may be applied by the Group in the following
manner:
                 릿




(a)   about two-thirds, being approximately HK$14.08 million will be applied for repayment
         크




      of existing liabilities of the Group; and

(b)   the remaining one-third, being approximately HK$7.04 million will be for general working
  시




      capital purposes to support core businesses and for daily operation.

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




                                          – 16 –
                               LETTER FROM THE BOARD


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

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




                                                                   아
      of the following factors:




                                                            리
      (a)   the Company requires funding for its operations;

      (b)
                                                    코
            the financial position of the Company will be strengthened as the gearing ratio will be
            substantially reduced; and
                                         브
      (c)   the cost of raising finance by such means will be comparatively lower.

      The Company has considered other alternative fund raising methods, namely, raising bank
                                  오


      loans without diluting the interests of current Shareholders. However, the interest rate and cost
      for obtaining such bank loans is high.
                       릿




(5)   EGM AND VOTING ARRANGEMENT
                크




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




      to allot shares.

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




                                                 – 17 –
                          LETTER FROM THE BOARD


(i)    Subscription

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

(ii)   Issue Mandate

       As the proposed refreshment of the Existing General Mandate is being made prior to the
       Company’s next annual general meeting, pursuant to Rule 13.36(4) of the Listing Rules,




                                                              아
       the refreshment of the Existing General Mandate shall be subject to the Independent
       Shareholders’ approval by way of poll at the EGM, where any controlling Shareholders




                                                      리
       and their associates or, where there is no controlling Shareholder, the Directors (excluding
       independent non-executive Directors) and the chief executive of the Company and their

                                               코
       respective associates shall abstain from voting in favour of the Issue Mandate. As at the
       Latest Practicable Date, there is no controlling Shareholder as defined in the Listing
       Rules. As such, Mr. Pang Ngoi Wah Edward, a non-executive Director, and his associates,
                                    브
       with an interest of 175,000 Shares, representing approximately 0.04% of the issued share
       capital of the Company as at the Latest Practicable Date, and Mr. Lim Ho Sok, an executive
       Director and the Chairman of the Company, and his associates, Goldwyn Management
                            오


       Limited, with an interest of 11,400,000 Shares, representing approximately 2.70% of the
       issued share capital of the Company as at the Latest Practicable Date shall abstain from
       voting for the resolution in relation to the proposed refreshment of the Existing General
                 릿




       Mandate to be proposed at the EGM in accordance with Rule 13.36(4) of the Listing
       Rules.
          크




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




out on pages 34 to 37 of this circular. A form of proxy for use at the EGM is enclosed with this
circular. Whether or not you intend to attend and vote at such meeting, you are advised to
complete the form of proxy enclosed in accordance with the instructions printed thereon and
return it to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26th
Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but
in any event no less than 48 hours before the time appointed for holding such meeting or any
adjournment thereof (as the case may be). Completion and return of the form of proxy will not
preclude you from attending and voting in person at the meeting or any adjourned meeting (as
the case may be) should you so wish.




                                           – 18 –
                               LETTER FROM THE BOARD


(6)   RESPONSIBILITY STATEMENT

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

(7)   RECOMMENDATION

      The Board considers that the terms and conditions of the Subscription Agreements are fair and




                                                                  아
      reasonable and the Subscription is in the interest of the Company and the Shareholders as a
      whole. Accordingly, the Board recommends the Shareholders to vote in favour of the resolution




                                                           리
      nos. 1(A), 1(B) and 1(C) in respect of the Subscription as set out in the notice of the EGM.


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


      The Independent Board Committee comprising all the independent non-executive Directors,
      namely Mr. Cho Min Je, Mr. Liew Swee Yean, Mr. Tam Tak Wah and Mr. Young Yue Wing
      Alvin, has been established to give advice to the Independent Shareholders in respect of the
                       릿




      refreshment of the Existing General Mandate. The letter from the Independent Board Committee,
      which contains its recommendation to the Independent Shareholders in respect of the
               크




      transactions, is set out on page 21 of this circular.

      The Independent Board Committee, having taken into account the advice of the Independent
        시




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

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




                                                – 19 –
                        LETTER FROM THE BOARD


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


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




                                                          아
                                                   리
                                            코
                                 브
                          오
                릿
         크
  시




                                         – 20 –
           LETTER FROM THE INDEPENDENT BOARD COMMITTEE




           SIBERIAN MINING GROUP COMPANY LIMITED
                  西伯利亞礦業集團有限公司*
                        (Incorporated in the Cayman Islands with limited liability)
                                           (Stock Code: 1142)

                                                                                      8 February 2013

To the Independent Shareholders

Dear Sir/Madam,




                                                                   아
                      REFRESHMENT OF EXISTING GENERAL MANDATE




                                                            리
We refer to the circular of the Company dated 8 February 2013 (the “Circular”), of which this letter
forms part. Terms defined in the Circular shall have the same meanings when used herein unless the
context otherwise requires.
                                                      코
We have been appointed by the Board as the Independent Board Committee to advise the Independent
Shareholders on whether the refreshment of Existing General Mandate is fair and reasonable so far as
                                           브
the Independent Shareholders are concerned and in the interest of the Company and the Shareholders
as a whole.
                                    오


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




Having considered, among other things, the factors and reasons considered by, and the opinion of
                   크




Wallbanck Brothers as stated in its letter of advice, we consider that the refreshment of Existing
General Mandate is fair and reasonable so far as the Independent Shareholders are concerned, and in
          시




the interest of the Company and the Shareholders as a whole.

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


                                                              Yours faithfully
                                                            For and on behalf of
                                                      Independent Board Committee of
                                                 Siberian Mining Group Company Limited
                                                                Cho Min Je
                                                             Liew Swee Yean
                                                              Tam Tak Wah
                                                          Young Yue Wing Alvin
                                                    Independent Non-Executive Directors

* For identification purpose only


                                                  – 21 –
                      LETTER FROM WALLBANCK BROTHERS


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




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




                                                                     아
                                                                                       8 February 2013




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

Dear Sirs,
                                                     코
                                          브
                 REFRESHMENT OF EXISTING GENERAL MANDATE
                                  오


INTRODUCTION

We refer to our appointment as the independent financial adviser to the Independent Board Committee
                       릿




and the Independent Shareholders in relation to the proposed refreshment of the Existing General
Mandate, details of which are set out in the letter from the Board (the “Board Letter”) contained in
                크




this circular (the “Circular”) dated 8 February 2013 issued by the Company, of which this letter
forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular
unless the context requires otherwise.
         시




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




                                                 – 22 –
                     LETTER FROM WALLBANCK BROTHERS


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

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




                                                                   아
The Independent Board Committee comprising all the independent non-executive Directors, namely
Mr. Cho Min Je, Mr. Liew Swee Yean, Mr. Tam Tak Wah and Mr. Young Yue Wing Alvin, has been




                                                           리
established to advise the Independent Shareholders in respect of the proposed refreshment of the
Existing General Mandate. Wallbanck Brothers has been appointed by the Company to advise the

                                                    코
Independent Board Committee and the Independent Shareholders in this respect. The appointment of
Wallbanck Brothers has been approved by the Independent Board Committee.
                                         브
BASIS OF OUR OPINION

In formulating our opinion and recommendations to the Independent Board Committee and the
                                  오


Independent Shareholders, we have relied on the accuracy of the information, opinions and
representations provided to us by the Directors and management of the Company, and have assumed
that all statements, information, opinions and representations contained or referred to in this Circular
                       릿




were true and accurate at the time when they were made and will continue to be accurate at the Latest
Practicable Date. We have also assumed that all statements of belief, opinion and intention made by
                크




the Directors in this Circular were reasonably made after due enquiry. We have no reasons to doubt
that any relevant information has been withheld, nor are we aware of any fact or circumstance which
would render the information provided and representations and opinions made to us untrue, inaccurate,
         시




misleading or deceptive. We consider that we have received sufficient information to enable us to
reach an informed view and to justify reliance on the accuracy of the information contained in this
Circular to provide a reasonable basis for our opinions and recommendations. Having made all
reasonable enquiries, the Directors have further confirmed that, to the best of their knowledge, they
believe there are no other facts or representations the omission of which would make any statement in
this Circular, including this letter, misleading or deceptive. We have not, however, carried out any
independent verification of the information provided by the Directors and management of the Company,
nor have we conducted an independent investigation into the business and affairs of the Company.




                                                 – 23 –
                      LETTER FROM WALLBANCK BROTHERS


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




                                                                     아
undertaken or to be undertaken by the Company.




                                                              리
In formulating our opinion to the Independent Board Committee and the Independent Shareholders,
we have not considered the taxation implications on the Independent Shareholders arising from the

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


Our opinions are necessarily based upon the financial, economic, market, regulatory and other
conditions as they existed on, and the facts, information, representations, and opinions made available
                        릿




to us as of, the Latest Practicable Date. We disclaim any undertaking or obligation to advise any
person of any change in any fact or matter affecting the opinion expressed herein which may come or
                 크




be brought to our attention before and after the EGM.

Our opinions are based on the Directors’ representation and confirmation that there are no undisclosed
         시




private agreements/arrangements or implied understanding with anyone concerning the proposed
refreshment of the Existing General Mandate.

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

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

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


                                                  – 24 –
                     LETTER FROM WALLBANCK BROTHERS


PRINCIPAL FACTORS AND REASONS CONSIDERED

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

1.    Background of the refreshment of Existing General Mandate

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

      At the AGM, the Shareholders approved, among other things, an ordinary resolution to grant to
      the Directors the Existing General Mandate to issue, allot and deal with up to 70,488,552




                                                                  아
      Shares, which is equivalent to 20% of the then issued share capital of the Company.




                                                           리
      As announced by the Company on 17 December 2012, 70,000,000 new Shares had been issued
      under the Existing General Mandate representing approximately 99.31% of the Existing General

                                                    코
      Mandate. Consequentially, as at the Latest Practicable Date, the Directors may issue, allot and
      deal with up to 488,552 Shares under the Existing General Mandate, representing approximately
      0.12% of the Shares in issue as at the Latest Practicable Date. The Company has not refreshed
                                         브
      the Existing General Mandate since the AGM.

2.    Reasons for the refreshment of Existing General Mandate
                                  오


      As stated in the Board Letter, the Existing General Mandate has almost been fully utilised by
      the fund raising activities as disclosed in the section “FUND RAISING ACTIVITIES IN THE
                       릿




      PAST TWELVE-MONTH PERIOD” in the Board Letter.
                크




      According to the Board Letter, the Board considers that the Issue Mandate will provide the
      Company with flexibility and ability to capture any appropriate capital raising or investment or
      business opportunities when they arise. Furthermore, the Board considers that the Issue Mandate
         시




      will empower the Directors to issue new Shares under the refreshed limit speedily as and when
      necessary, and without the need to seek further approval from the Shareholders. The Company
      will explore appropriate equity fund raising opportunities and/or investment opportunities which
      may or may not require the use of the Issue Mandate.

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

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




                                                – 25 –
               LETTER FROM WALLBANCK BROTHERS


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

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

(b)   the remaining one-third, being approximately HK$7.04 million will be for general working
      capital purposes to support core businesses and for daily operation.

As stated in the Board Letter, as of the date of this circular, no specific target of any possible




                                                            아
acquisition or investment or business opportunities has been identified and there are no
negotiations at this stage. In case the Company has identified any specific acquisition or




                                                     리
investment or business opportunities, the Directors may change the above-mentioned use of
total estimated proceeds for funding of the investment. In such case, the Company will make

                                              코
the necessary announcement as and when needed, and comply with the Listing Rules when
proceeding with the possible acquisition or investment or business opportunities. In any event,
the definite use of proceeds will be announced when the Company issue Shares under the Issue
                                   브
Mandate.

As stated in the Board Letter, apart from the issue of convertible bonds as disclosed in the
                            오


Company’s circular dated 4 October 2012, the Company does not have any present intention or
immediate plans for any fund raising activities. Although there is no specific need or intention
for fund raising, the Company will not convene the next annual general meeting very shortly,
                 릿




in order to give more flexibility to the Company to take advantage of the market in case of
necessity, the Directors consider the refreshment of the Existing General Mandate is necessary,
         크




fair and reasonable, and in the interest of the Company and its Shareholders as a whole.

As stated in the Board Letter, although (i) the Subscription, (ii) the proposed refreshment of
  시




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

(a)   the Company requires funding for its operations;

(b)   the financial position of the Company will be strengthened as the gearing ratio will be
      substantially reduced; and

(c)   the cost of raising finance by such means will be comparatively lower.




                                          – 26 –
               LETTER FROM WALLBANCK BROTHERS


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

Financial performance and business plan of the Group

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

                                                    For the year ended      For the year ended
                                                        31 March 2012           31 March 2011
                                                              HK$’000                 HK$’000




                                                             아
Turnover from continuing
  operations                                                     9,291                    10,211




                                                       리
Net loss after taxation attributable
  to shareholders from continuing
  operations
                                              코               409,397

                                                               As at
                                                                                          81,226

                                                                                        As at
                                   브
                                                       31 March 2012            31 March 2011
                                                            HK$’000                  HK$’000
                            오


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




According to the 2012 annual report of the Group (“AR2012”), the turnover from continuing
          크




operations of the Group for the year ended 31 March 2012 (“YE2012”) was approximately
HK$9.3 million (31 March 2011: approximately HK$10.2 million), representing a decrease of
approximately 9.01%. The Group recorded a loss from continuing operations attributable to
  시




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




                                           – 27 –
               LETTER FROM WALLBANCK BROTHERS


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

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




                                                             아
As quoted from the audit opinion of AR2012:




                                                      리
“Without qualifying our opinion, we draw attention to Note 3(b) to the consolidated financial
statements which indicates that the Group incurred a net loss for the year from continuing

                                              코
operations of HK$448,799,000 for the year ended 31 March 2012 and, as of that date, the
Group’s current liabilities exceeded its current assets by HK$41,935,000. These conditions,
along with other matters as set forth in Note 3(b) indicate the existence of a material uncertainty
                                   브
that may cast significant doubt about the Group’s ability to continue as a going concern.”

The Directors are of the view that having the fund raising capability is a prudent approach (on
                            오


unforeseen circumstances) in maintaining sufficient cashflow for the normal operation of the
Group’s existing business. As such, it is reasonable to expect that the Group will have a timely
funding need for such purposes. Having considered (i) the loss position of the Group; and (ii)
                 릿




the net current liabilities position of the Group, we concur with the Directors’ view that the
refreshment of Existing General Mandate to be fair and reasonable and in the interest of the
          크




Company and the Shareholders as a whole.
  시




                                           – 28 –
                       LETTER FROM WALLBANCK BROTHERS


3.   Fund raising activities in the past twelve months

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

                                                                                                      Actual use of proceeds
     Date of                                                                                          as at the Latest
     announcement      Event                  Net proceeds            Intended use of proceeds        Practicable Date

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




                                                                              아
     27 November       Third Supplemental     Subject to the Third    (i) Approximately               Not yet finalised,
     2012              Agreement relating     Supplemental            US$10,000,000                   since the Third
                       to the placing of      Agreement is            (approximately                  Supplemental




                                                                      리
                       convertible bonds of   approved by the         HK$78,000,000) for              Agreement is yet to be
                       up to an aggregate     Shareholders and the    financing the exploration       approved by the
                       principal amount of    entire aggregate        drilling and geological and     Shareholders
                       US$30,000,000
                       (approximately
                       HK$234,000,000)
                                                             코
                                              principal amount of
                                              US$30,000,000 of the
                                              convertible bonds are
                                              successfully placed,
                                                                      hydrological surveys and the
                                                                      development of Lot 2 of the
                                                                      coal mines in Russia; (ii)
                                                                      approximately US$2,435,900
                                              브
                                              the net proceeds will   (approximately
                                              be approximately        HK$19,000,000) for
                                              US$29,801,900           repayment of two existing
                                              (approximately          loans of the Company due to
                                     오


                                              HK$232,454,820)         an independent third party;
                                                                      (iii) approximately
                                                                      US$13,500,000
                                                                      (approximately
                       릿




                                                                      HK$105,300,000) for
                                                                      repayment of existing
                                                                      liabilities of the Group owed
                                                                      to Cordia Global Limited and
                크




                                                                      (iv) approximately
                                                                      US$3,866,000
                                                                      (approximately
       시




                                                                      HK$30,154,800),
                                                                      representing the balancing
                                                                      amount, for general working
                                                                      capital purposes

     5 December 2012   Subscription of        Approximately           General working capital of      All proceeds had been
                       70,000,000 new         HK$17.15 million        the Group and repayment of      used as intended as
                       Shares under                                   liabilities                     general working capital
                       general mandate                                                                of the Group in the
                                                                                                      amount of
                                                                                                      approximately of
                                                                                                      HK$4.95 million and
                                                                                                      for repayment of
                                                                                                      liabilities of the Group
                                                                                                      in the amount of
                                                                                                      approximately of
                                                                                                      HK$12.2 million




                                                        – 29 –
                    LETTER FROM WALLBANCK BROTHERS


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

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

4.   Financial flexibility

     As advised by the Directors, the Group does not obviate the possibilities of further issuing
     capital should there be investors indicating interest in the business of the Group in the future.
     The Directors believe that the refreshment of Existing General Mandate will provide the Group
     with flexibility and ability to capture any appropriate capital raising or investment or business
     opportunities when they arise. Furthermore, the Board considers that the Issue Mandate will




                                                                  아
     empower the Directors to issue new Shares under the refreshed limit speedily as and when
     necessary, and without the need to seek further approval from the Shareholders. The Directors




                                                           리
     are therefore of the view that the refreshment of Existing General Mandate is in the interests of
     the Company and the Shareholders as a whole. As further advised by the Directors, the Company

                                                   코
     did not have any plan to utilise the Issue Mandate as at the Latest Practicable Date.

     As discussed in the foregoing, the refreshment of Existing General Mandate would provide the
                                        브
     Company with the necessary flexibility to fulfil any possible funding needs for future business
     development and/or investment decisions. The refreshment of Existing General Mandate would
     also provide the Company with the flexibility as allowed under the Listing Rules to allot and
                                 오


     issue new Shares for equity fund raising activities, such as placing of new Shares, or as
     consideration for potential investments in the future as and when such opportunities arise.
     Furthermore, the additional amount of equity which may be raised after the refreshment of
                      릿




     Existing General Mandate would provide the Group with more financing options when assessing
     and negotiating potential investments in a timely manner. Given the financial flexibility available
               크




     to the Company as discussed above, the Directors are of the opinion that the refreshment of
     Existing General Mandate is in the interests of the Company and the Shareholders as a whole.
       시




5.   Other financing alternatives

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




                                                – 30 –
                             LETTER FROM WALLBANCK BROTHERS


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

6.   Potential dilution to shareholding of the Independent Shareholders

     The table below sets out the shareholding structure of the Company (i) as the Latest Practicable




                                                                                     아
     Date; and (ii) immediately after Completion of the Subscription; (iii) upon full utilisation of
     the Issue Mandate (assuming no other Shares are issued and/or repurchased by the Company




                                                                          리
     from the Latest Practicable Date up to the date of the EGM and the Subscription has not been
     completed); and (iv) upon full utilisation of the Issue Mandate (assuming no other Shares are
     issued and/or repurchased by the Company from the Latest Practicable Date up to the date of
                                                                코
     the EGM and the Subscription has been completed), for illustrative and reference purpose:

                                                                                 Upon full utilization of Upon full utilization of
                                                  브
                                                                                  the Issue Mandate         the Issue Mandate
                                                             Immediately after      (assuming the             (assuming the
                                            As at the          Completion of       Subscription not            Subscription
                                        오


     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.)
                                 릿




     Directors’ interests
     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%
                    크




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




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

     Existing Public Shareholders
     ACME 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 under
       the 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%



                                                            – 31 –
                  LETTER FROM WALLBANCK BROTHERS


Notes:

1.       Goldwyn Management Limited is wholly and beneficially owned by Mr. Lim Ho Sok, an executive Director
         and 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 be
         interested in all the Shares in which Wonang is interested by virtue of the SFO.


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




                                                                    아
and/or repurchased by the Company from the Latest Practicable Date up to the date of the
EGM and the Subscription has been completed, the shareholdings of the existing public




                                                            리
Shareholders would decrease from approximately 97.72% as at the Latest Practicable Date to
approximately 83.74% upon full utilisation of the Issue Mandate, which represents a dilution

                                                    코
of approximately 13.98% on the shareholding of existing public Shareholders.

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


refreshment of Existing General Mandate are fair and reasonable to the Shareholders as a whole,
as the Directors have taken into account of the following factors:
                    릿




(a)      the Company requires funding for its operations;
            크




(b)      the financial position of the Company will be strengthened as the gearing ratio will be
         substantially reduced; and
     시




(c)      the cost of raising finance by such means will be comparatively lower.

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




                                                – 32 –
                     LETTER FROM WALLBANCK BROTHERS


RECOMMENDATION

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


                                                                   Yours faithfully,




                                                                 아
                                                                 For and on behalf of
                                                            WALLBANCK BROTHERS




                                                          리
                                                           Securities (Hong Kong) Limited
                                                                       Phil Chan

                                                   코           Chief Executive Officer
                                        브
                                 오
                       릿
                크
        시




                                                – 33 –
                                         NOTICE OF EGM




           SIBERIAN MINING GROUP COMPANY LIMITED
                  西伯利亞礦業集團有限公司*
                        (Incorporated in the Cayman Islands with limited liability)
                                           (Stock Code: 1142)

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




                                                                     아
resolutions as an ordinary resolutions:




                                                             리
                                     ORDINARY RESOLUTIONS

1.     “THAT: —

       (A)
                                                      코
               the subscription agreement dated 8 January 2013 entered into between the Company and
               Wonang Industries Co., Ltd (“Wonang”) in relation to the subscription of a total of
                                           브
               13,800,000 new Shares by Wonang pursuant to which Wonang has conditionally agreed
               to subscribe for and the Company has conditionally agreed to issue 13,800,000 Shares at
                                    오


               HK$0.260 per Share (a copy of which has been produced to the meeting marked “A” and
               initialled by the chairman of the meeting for identification purpose), and the transactions
               contemplated thereunder be and are hereby approved, ratified and confirmed;
                           릿




       (B)     the subscription agreement dated 8 January 2013 entered into between the Company and
               Mr. Kim Chul (“Kim”) in relation to the subscription of a total of 28,200,000 new Shares
                   크




               by Kim pursuant to which Kim has conditionally agreed to subscribe for and the Company
               has conditionally agreed to issue 28,200,000 Shares at HK$0.260 per Share (a copy of
          시




               which has been produced to the meeting marked “B” and initialled by the chairman of
               the meeting for identification purpose), and the transactions contemplated thereunder be
               and are hereby approved, ratified and confirmed;

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




* For identification purpose only


                                                   – 34 –
                                      NOTICE OF EGM


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

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




                                                                 아
           Company’s circular dated 8 February 2013, and the transactions contemplated thereunder,
           including but not limited to the allotment and issue of the Subscription Shares.”




                                                           리
2.   “THAT: —

     (a)                                           코
           subject to paragraph (c) of this resolution, the exercise by the directors of the Company
           (“Directors”) during the Relevant Period (as defined below) of all the powers of the
                                         브
           Company to allot, issue and otherwise deal with additional shares (“Shares”) in the
           capital of the Company or securities convertible into Shares, or options, warrants or
           similar rights to subscribe for any Shares, and to make, grant, sign or execute offers,
                                 오


           agreements or options, deeds and other documents which would or might require the
           exercise of such powers, subject to and in accordance with all applicable laws, be and is
           hereby generally and unconditionally approved;
                       릿




     (b)   the approval in paragraph (a) of this resolution shall authorize the Directors during the
                  크




           Relevant Period to make, grant, sign or execute offers, agreements or options, deeds and
           other documents which would or might require the exercise of such powers after the end
           of the Relevant Period;
       시




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

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

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

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



                                                – 35 –
                                       NOTICE OF EGM


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

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

     (d)   for the purpose of this resolution:

           “Relevant Period” means the period from the passing of this resolution until whichever
           is the earlier of:




                                                                  아
           (i)     the conclusion of the next annual general meeting of the Company;




                                                           리
           (ii)    the expiration of the period within which the next annual general meeting of the

                                                    코
                   Company is required by the articles of association of the Company or the applicable
                   laws of the Cayman Islands to be held; and
                                         브
           (iii)   the date on which the authority set out in this resolution is revoked or varied by an
                   ordinary resolution of the shareholders of the Company in general meeting.
                                  오


           “Rights Issue” means the allotment, issue or grant of Shares pursuant to an offer of
           Shares open for a period fixed by the Directors to the holders of Shares whose names
           appear on the register of members of the Company on a fixed record date in proportion
                       릿




           to their then holdings of such Shares as at that date (subject to such exclusions or other
           arrangements as the Directors may deem necessary or expedient in relation to fractional
                  크




           entitlements or having regard to any restrictions or obligations under the laws of, or the
           requirements of any recognized regulatory body or any stock exchange in, any territory
           applicable to the Company).”
       시




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

Hong Kong, 8 February 2013




                                                 – 36 –
                                                 NOTICE OF EGM


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

Notes:

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.




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




                                                                         리
         register of members of the Company in respect of the relevant joint holding shall alone be entitled to vote in
         respect thereof.

3.
                                                                코
         To be valid, the form of proxy, together with any power of attorney or other authority, if any, under which it is
         signed or a notarially certified copy of such power of attorney or authority must be deposited with the Company’s
         branch share registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East,
         Wanchai, Hong Kong no less than 48 hours before the time appointed for holding the meeting or any adjournment
                                                   브
         thereof.
                                          오


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.
                             릿
                    크
            시




                                                            – 37 –

				
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