CST Mining : (1) CONNECTED TRANSACTION - SUBSCRIPTION FOR NEW SHARES BY A CONNECTED PERSON; (2) PLACING OF NEW SHARES UNDER SPECIFIC MANDATE; (3) PROPOSED INCREASE IN AUTHORIZED SHARE CAPITAL OF THE COMPANY; (4) PROPOSED CHANGE OF COMPANY NAME; AND (5) NOTICE OF EXTRAORDINARY GENERAL MEETING (in PDF)

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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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.‌‌‌‌

If you have sold or transferred all your shares in CST Mining Group Limited, you should at once hand this circular, together with 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 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 CST Mining Group Limited.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 985)

1. CONNECTED TRANSACTION - SUBSCRIPTION FOR NEW SHARES BY A CONNECTED PERSON;

2. PLACING OF NEW SHARES UNDER SPECIFIC MANDATE;

3. PROPOSED INCREASE IN

   AUTHORIZED SHARE CAPITAL OF THE COMPANY;

4. PROPOSED CHANGE OF COMPANY NAME; AND

5. NOTICE OF EXTRAORDINARY GENERAL MEETING

Placing Agent to the Company in connection with the Placing

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

All capitalised terms used in this circular have the same meanings set out in the section headed ''Definitions'' of this circular.

A letter from the Board is set out on pages 5 to 20 of this circular. A letter from the Independent Board Committee to the Independent Shareholders is set out on page 21 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders, is set out on pages 22 to 34 of this circular. A notice convening the EGM of the Company to be held at Boardroom 6, Mezzanine Floor, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Monday, 16 May 2016 at 10 : 00 a.m. is set out on pages 40 to 42 of this circular. A form of proxy for use at the EGM is also enclosed.

Whether or not you intend to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the EGM or any adjourned meeting should you so wish.

21 April 2016

Page

DEFINITIONS ... ....... ........ ....... ....... ........ ....... ........ ....... .... 1

LETTER FROM THE BOARD . ....... ....... ........ ....... ........ ....... .... 5

LETTER FROM THE INDEPENDENT BOARD COMMITTEE .... ....... .... 21

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER .... ....... .... 22

APPENDIX - GENERAL INFORMATION .. ........ ....... ........ ....... .... 35

NOTICE OF EGM ...... ........ ....... ....... ........ ....... ........ ....... .... 40

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

''Articles'' the articles of association of the Company

''Board'' the board of Directors

''Change of Company Name''

the proposed change of the English name of the Company from ''CST Mining Group Limited'' to ''NetMind Financial Holdings Limited'' and the adoption of a dual foreign name of the

Company in Chinese as ''網智金控集團有限公司''

''Company'' CST Mining Group Limited, a company incorporated in Cayman Islands with limited liability and the securities of which are listed on the Stock Exchange

''connected person(s)'' the meaning ascribed thereto in the Listing Rules ''Director(s)'' the director(s) of the Company

''E-logistics Platform'' the e-logistics platform operated by OPCO which PSL, through

its subsidiaries, owns an effective 91.81% of the entire registered capital of 第一運（北京）科技有限公司 (First Cargo (Beijing)

Technology Limited*), which, through a series of contractual arrangements, is able to exert effective control over and receive the economic benefits generated by OPCO

''EGM'' the extraordinary general meeting of the Company to be convened and held at Boardroom 6, Mezzanine Floor, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong, on Monday, 16 May 2016 at 10 : 00 a.m. to consider and, if thought fit, approve the Subscription Agreement and the Placing Engagement Letter and the transactions contemplated thereunder, including the allotment and issue of the Placing Shares, the grant of the Specific Mandate for the allotment and issue of the Placing Shares, the proposed increase in the authorized share capital of the Company and the proposed Change of Company Name

''First Cargo

Acquisition''

the acquisition of the entire issued share capital of PSL, further details of which are disclosed in the announcement of the Company dated 4 November 2015

''Gold Label'' Gold Label Inc., a wholly-owned subsidiary of the Company

''Group'' the Company and its subsidiaries and for the purpose of this circular, includes OPCO

''Hangzhou Kuaichi'' Hangzhou Kuaichi Technology Company Limited* (杭州快馳科

技有限公司), a company established in the PRC

''HK$'' Hong Kong dollars, the lawful currency of Hong Kong ''Hong Kong'' Hong Kong Special Administrative Region of the PRC

''Independent Board Committee''

an independent board committee of the Board comprising all the independent non-executive Directors established for the purpose of advising the Independent Shareholders on the Subscription Agreement and the transactions contemplated thereunder

''Independent Financial Adviser''

Alliance Capital Partners Limited, a licensed corporation to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Subscription

''Independent

Shareholder(s)''

Shareholder(s) other than those Shareholder(s) who are required by the Listing Rules to abstain from voting in respect of the resolution(s) relating to the Subscription Agreement and the transactions contemplated thereunder at the EGM

''Independent Third Party(ies)''

third party(ies) who are not connected persons of the Company and independent of, not connected or acting in concert (as defined in the Hong Kong Code on Takeovers and Mergers) with any directors, chief executive or substantial shareholder(s) of the Company or its subsidiaries and their respective associates (as defined under the Listing Rules)

''Interim Report'' the interim report of the Company for the six months ended 30 September 2015 and issued on 22 December 2015

''Kuaichi'' Kuaichi Group Holding Limited, a company incorporated in the Cayman Islands with limited liability and is an investment holding company

''Kuaichi Group'' Kuaichi and its subsidiaries

''Kuaichi Investment'' the Company's 20% investment in Kuaichi

''Latest Practicable Date''

18 April 2016, being the latest practicable date prior to the printing of this circular, for ascertaining certain information for inclusion in this circular

''Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange