GoFintech Quantum Innovation Limited — AGM Information 2003

Jul 30, 2003

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult a stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in New Times Group Holdings Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes 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 circular.

NEW TIMES GROUP HOLDINGS LIMITED 新時代集團控股有限公司[*]

(Incorporated in Bermuda with limited liability)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

A notice convening the Annual General Meeting of the Company to be held at 11:00 a.m. on Friday, 5 September 2003 at Suite 20B, 20/F, Nine Queen’s Road Central is set out on pages 9 to 12 in the 2003 annual report of the Company. A form of proxy for the Annual General Meeting is enclosed with the 2003 annual report of the Company. Whether or not you are able to attend and vote at the Annual General Meeting, you are requested to complete the proxy form and return it to the office of the share registrar of the Company in Hong Kong, Tengis Limited at G/F, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting. Completion and return of the proxy form will not preclude you from subsequently attending and voting at the Annual General Meeting or any adjourned meetings should you so wish.

25 July 2003

* For identification purpose only

DEFINITIONS

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

“Annual General Meeting”	the Annual General Meeting of the Company to be held at
	Suite 20B, 20/F, Nine Queen’s Road Central, Hong Kong
	on Friday, 5 September 2003 at 11:00 a.m., to consider
	and, if thought fit, to pass the Ordinary Resolutions or any
	adjournment thereof;
“AGM Notice”	the notice of the Annual General Meeting as set out on
	pages 9 to 12 in the 2003 annual report of the Company;
“Code”	Hong Kong Code on Takeovers and Mergers;
“Company”	New Times Group Holdings Limited, a company
	incorporated in Bermuda with limited liability, the shares
	of which are listed on the Stock Exchange;
“Directors”	directors of the Company;
“Existing Issue Mandate”	a general mandate granted to the Directors at the special
	general meeting of the Company held on 30 August 2002
	to allot, issue and deal with Shares not exceeding 20 per
	cent. of the aggregate of the nominal amount of the issued
	share capital of the Company as at the date of passing the
	relevant resolution;
“Existing Repurchase Mandate”	a general mandate granted to the Directors at the special
	general meeting of the Company held on 30 August 2002
	to repurchase Shares not exceeding 10 per cent. of the
	aggregate number of shares comprised in the share capital
	of the Company in issue as at the date of passing the relevant
	resolution;
“Hong Kong”	The Hong Kong Special Administrative Region of the
	People’s Republic of China;
“Latest Practicable Date”	25 July 2003, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	in this circular;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“Ordinary Resolution(s)”	the ordinary resolution(s) to be proposed and, if thought
	fit, passed at the Annual General Meeting as set out in the
	AGM Notice;

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DEFINITIONS

“Proposed Issue Mandate” a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and deal with Shares of up to 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting the Proposed Issue Mandate; “Proposed Repurchase Mandate” a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting the Proposed Repurchase Mandate;

a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and deal with Shares of up to 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting the Proposed Issue Mandate;

“SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); “Share(s)” ordinary share(s) of HK$0.10 each in the capital of the Company or if there has been a sub-division, consolidation, reclassification of or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company;

• “Shareholder(s)” registered holder(s) of Share(s); “Stock Exchange” The Stock Exchange of Hong Kong Limited; “HK$” Hong Kong dollars, the lawful currency in Hong Kong.

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LETTER FROM THE BOARD

NEW TIMES GROUP HOLDINGS LIMITED 新時代集團控股有限公司[*]

(Incorporated in Bermuda with limited liability)

Executive Directors: Cheong Tin Yau (Chairman) Liu Jicheng (Deputy Chairman) Lam Kwan Shing

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Independent Non-Executive Directors: Lau Ching Yin, Judy Lo Kwok Hung, John

Head office and principal place of business in Hong Kong: 22/F 80 Gloucester Road Wanchai Hong Kong

25 July 2003

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the Ordinary Resolutions to be proposed at the Annual General Meeting for (a) granting to the Directors the Proposed Issue Mandate; (b) granting to the Directors the Proposed Repurchase Mandate; and (c) to extend the Proposed Issue Mandate to issue Shares by adding to it the aggregate number of the issued Shares repurchased under the Proposed Repurchase Mandate.

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the special general meeting of the Company held on 30 August 2002, ordinary resolutions were passed granting the Existing Issue Mandate and the Existing Repurchase Mandate to the Directors.

In accordance with the provisions of the Listing Rules and the terms of the Existing Issue Mandate and the Existing Repurchase Mandate, the Existing Issue Mandate and the Existing Repurchase Mandate shall lapse at the conclusion of the forthcoming Annual General Meeting of the Company.

* For identification purpose only

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LETTER FROM THE BOARD

Ordinary Resolutions numbered as resolutions 4(d) and 5(c) in the AGM Notice will be proposed at the Annual General Meeting to revoke the Existing Issue Mandate and the Existing Repurchase Mandate respectively. Resolutions to consider, and if thought fit, to approve the Proposed Issue Mandate and the Proposed Repurchase Mandate as set out in Ordinary Resolutions numbered 4(a), (b), (c) and (e) and Ordinary Resolutions 5(a), (b) and (d) respectively will also be proposed at the Annual General Meeting. With reference to the Proposed Issue Mandate and the Proposed Repurchase Mandates, the Directors wish to state that they have no immediate plans to issue or repurchase any Shares pursuant thereto.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Proposed Repurchase Mandate is set out in Appendix to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution for the Proposed Repurchase Mandate at the Annual General Meeting.

RECOMMENDATION

Having considered the reasons set out herein, the Directors consider that the proposed Ordinary Resolutions for (a) granting to the Directors the Proposed Issue Mandate; (b) granting to the Directors the Proposed Repurchase Mandate; and (c) to extend the Proposed Issue Mandate to issue Shares by adding to it the aggregate number of the issued Shares repurchased under the Proposed Repurchase Mandate are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the Ordinary Resolutions.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix to this circular.

Yours faithfully,

By order of the Board of New Times Group Holdings Limited Cheong Tin Yau Chairman

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APPENDIX

This Appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the Annual General Meeting in relation to the Proposed Repurchase Mandate.

LISTING RULES FOR REPURCHASE OF SHARES

The relevant sections of the Listing Rules which permit companies with primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions are summarized below:

SOURCES OF FUNDS

Repurchases must be funded out of funds legally available for the purpose and in accordance with the Company’s constitutive documents and the laws of the jurisdiction in which the Company is incorporated or otherwise established.

SHARE CAPITAL

As at the Latest Practicable Date, the number of shares in issue of the Company is 433,302,000 Shares. Subject to the passing of the resolution granting the Proposed Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 43,330,200 Shares during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.

REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase Shares in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors consider that if the general mandate to repurchase Shares were to be exercised in full at the currently prevailing market value, it would have a material adverse impact on the working capital position and gearing position of the Company, as compared with the positions disclosed in the audited consolidated accounts of the Company as at 31 March 2003, being the date to which the latest published audited accounts of the Company were made up. The Directors do not propose to exercise the mandate to repurchase Shares to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX

SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the last twelve months prior to the issue of this circular.

	Highest	Lowest
Month	trade price	trade price
	HK$	HK$
2002
July	0.547	0.520
August	0.580	0.533
September	0.560	0.553
October	0.547	0.540
November	0.547	0.533
December	0.513	0.413
2003
January	–	–
February	0.407	0.390
March	0.367	0.327
April	–	–
May	0.450	0.350
June	–	–

GENERAL

To the best of their knowledge, having made all reasonable enquiries, none of the Directors nor any of their associates currently intend to sell any Shares to the Company or its subsidiaries in the event that the Proposed Repurchase Mandate is approved.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Proposed Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

On 8 March 2001, Kistefos Investment, A.S., a substantial shareholder of the Company filed a petition against the Company and a former director of the Company (“Respondent Director”) at the Supreme Court of Bermuda (“Court”) and sought an order, inter alia, that the Company and/or the Respondent Director purchase all shares in the Company held by Kistefos Investment, A.S., at a fair value to be determined by the Court, details of which were disclosed in the announcement of the Company dated 13 March 2001 as well as in the annual report for the year ended 31 March 2001.

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APPENDIX

Save as disclosed above, no other connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell any Shares to the Company, or have undertaken not to do so, in the event that the Proposed Repurchase Mandate is approved.

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Code. Accordingly, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Code.

As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 366 of the SFO, and so far as is known to the Directors, the following Shareholders were directly or indirectly interested in 10% or more of the issued share capital of the Company carrying rights to vote in all circumstances at general meetings of the Company together with the number of Shares in which it was deemed to be interested:

			Percentage of
			holding if the
		Percentage	Proposed
		of holding	Repurchase
	Number of	as at the Latest	Mandate is
Name	Shares	Practicable Date	exercised in full
Kandy Profits Limited	242,366,000	55.9%	62.1%
Kistefos Investment, A.S.	62,400,000	14.4%	16.0%

In the event that the Directors exercise the Proposed Repurchase Mandate in full and assuming there is no change in the issued share capital of the Company as at the date of passing of the relevant resolution granting the Proposed Repurchase Mandate, the interest of the above Shareholders would be increased to approximately the percentage shown in the last column above. The Directors are not aware of any consequences of such increases under Rule 26 of the Code.

The Listing Rules prohibit a company from making repurchase of shares on the Stock Exchange if the result of the repurchase would be that less than 25 per cent. (or such other prescribed percentage as determined by the Stock Exchange to constitute the minimum public float of a company) of the issued share capital would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

The Company has not repurchased any Shares on the Stock Exchange in the six months preceding the date of this circular.

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