GoFintech Quantum Innovation Limited — AGM Information 2005

Oct 31, 2005

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 with the enclosed form of proxy 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)

(Stock Code: 166)

RE-ELECTION OF DIRECTORS AND GRANT OF GENERAL MANDATE

A notice convening the Annual General Meeting of the Company to be held at Unit 2003-06, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Wednesday, 30 November 2005 at 11:00 a.m. is set out in this circular. A form of proxy for the Annual General Meeting is also enclosed. 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.

28 October 2005

* 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 Unit 2003-06, Shui On Centre, 6-8 Harbour
	Road, Wanchai, Hong Kong on Wednesday, 30
	November 2005 at 11:00 a.m., to consider and, if
	thought fit, to pass the Ordinary Resolution(s) or any
	adjournment thereof;
“AGM Notice”	the notice of the Annual General Meeting as set out in
	this circular;
“Board”	the board of Directors;
“Bye-laws”	the Bye-laws of the Company;
“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 General Mandate”	a general mandate granted to the Directors at the
	annual general meeting of the Company held on 6
	September 2004 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;
“Hong Kong”	The Hong Kong Special Administrative Region of the
	People’s Republic of China;
“Latest Practicable Date”	28 October 2005, 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 General 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 “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)

(Stock Code: 166)

Executive Directors: Mr. Liu Jicheng (Deputy Chairman) Mr. Lam Kwan Sing

Non-Executive Director:

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Ms. Huang Ning

Independent Non-Executive Directors:

Ms. Kwai Laam Mr. Qi Jin Feng Mr. Law Fei Shing

Head office and principal place of business in Hong Kong:

Unit 2003-06 Shui On Centre 6-8 Harbour Road Wanchai Hong Kong

28 October 2005

To the Shareholders

Dear Sir or Madam,

RE-ELECTION OF DIRECTORS AND GRANT OF GENERAL MANDATE

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the Ordinary Resolution to be proposed at the Annual General Meeting for granting to the Directors the Proposed General Mandate. This circular also includes details of the Directors subject to re-election at the Annual General Meeting.

THE GRANT OF GENERAL MANDATE

At the annual general meeting of the Company held on 6 September 2004, ordinary resolution was passed granting the Existing General Mandate to the Directors.

In accordance with the provisions of the Listing Rules and the terms of the Existing General Mandate, the Existing General 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 Resolution numbered as resolution 4 in the AGM Notice will be proposed at the Annual General Meeting to renew the Existing General Mandate. Resolution to consider, and if thought fit, to approve the Proposed General Mandate as set out in Ordinary Resolutions numbered 4 will be proposed at the Annual General Meeting. With reference to the Proposed General Mandate the Directors wish to state that they have no immediate plans to issue any Shares pursuant thereto.

RE-ELECTION OF DIRECTORS

In accordance with the Bye-laws no. 86(2) and no. 87(1), Ms. Kwai Laam (“Ms. Kwai”), Mr. Qi Jin Feng (“Mr. Qi”), Mr. Law Fei Shing (“Mr. Law”) and Mr. Liu Jicheng (“Mr. Liu”) will retire as Directors by rotation and, being eligible, offer themselves for reelection as Directors at the Annual General Meeting.

Biographical details of the retiring Directors

1. Ms. Kwai Laam, aged 45, was appointed as independent non-executive director of the Company in September 2004. Ms. Kwai holds a Bachelor degree in Language and was a lecturer. She also has over 10 years’ experience in the securities industry. Ms. Kwai did not hold any directorship in other listed public companies in last three years.

As at the Latest Practical Date, Ms. Kwai did not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and did not have any interest in the Company’s shares within the meaning of Part XV of the SFO. There is no service contract entered between the Company and Ms. Kwai. Ms. Kwai is not appointed for a specific term but pursuant to the Bye-laws, Ms. Kwai will hold office until the forthcoming annual general meeting and will be eligible for re-election at the meeting.

Ms. Kwai has not entitled any remuneration but the Company will from time to time taking into her time and efforts to be contributed by her to the Company for her remuneration. Ms. Kwai has not been entitled to any emoluments or other kinds of benefit from the Company in her current term of office up to the Latest Practical Date. Further announcement will be made once the remuneration and other emolument (if any) payable to Ms. Kwai have been determined.

1. Mr. Qi Jin Feng, aged 50, was appointed as independent non-executive director of the Company in September 2004. He has over 20 years’ experience in the legal and commercial field. Mr. Qi did not hold any directorship in other listed public companies in last three years.

As at the Latest Practical Date, Mr. Qi did not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and did not have any interest in the Company’s shares within the meaning of Part XV of the SFO. There is no service contract entered between the Company and Mr. Qi. Mr. Qi is not appointed for a

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LETTER FROM THE BOARD

specific term but pursuant to the Bye-laws, Mr. Qi will hold office until the forthcoming annual general meeting and will be eligible for re-election at the meeting.

Mr. Qi has not entitled any remuneration but the Company will from time to time taking into his time and efforts to be contributed by him to the Company for his remuneration. Mr. Qi has not been entitled to any emoluments or other kinds of benefit from the Company in his current term of office up to the Latest Practical Date. Further announcement will be made once the remuneration and other emolument (if any) payable to Mr. Qi have been determined.

1. Mr. Law Fei Shing, age 45, was appointed as independent non-executive director of the Company in September 2005. Mr. Law is a certified public accountant practicing in Hong Kong. He is also a member of American Institute of Certified Public Accountants (AICPA), U.S.A. Mr. Law has over 15 years of experience in audit and accounting services. He is currently an executive director of Orient Industries Holdings Limited (Stock code: 353), a company whose shares are listed on the Stock Exchange. Save as disclosed above, he has not held any directorship in a company listed on the Stock Exchange during the pass three years. He is currently the senior partner of Messrs. of F. S. Law & Co. being a Certified Public Accountants Firm in Hong Kong.

As at the Latest Practical Date, Mr. Law did not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and did not have any interest in the Company’s shares within the meaning of Part XV of the SFO. There is no service contract entered between the Company and Mr. Law. Mr. Law is not appointed for a specific term but pursuant to the Bye-laws, Mr. Law will hold office until the forthcoming annual general meeting and will be eligible for re-election at the meeting.

Mr. Law has not entitled any remuneration but the Company will from time to time taking into his time and efforts to be contributed by him to the Company for his remuneration. Mr. Law has not been entitled to any emoluments or other kinds of benefit from the Company in his current term of office up to the Latest Practical Date. Further announcement will be made once the remuneration and other emolument (if any) payable to Mr. Law have been determined.

1. Mr. Liu Jicheng, aged 45, was appointed as director and Deputy Chairman of the Company in June/July 2003. He holds an Economic Management Degree from the Beijing Commercial Management College. Mr. Liu has more than 20 years’ experience in trading and management.

As at the Latest Practical Date, Mr. Liu did not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company and did not have any interest in the Company’s shares within the meaning of Part XV of the SFO. There is no service contract entered between the Company and Mr. Liu. Mr. Liu is not appointed for a

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LETTER FROM THE BOARD

specific term but he is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws.

Mr. Liu has not entitled any remuneration but the Company will from time to time taking into his time and efforts to be contributed by him to the Company for his remuneration. Mr. Liu has not been entitled to any emoluments or other kinds of benefit from the Company in his current term of office up to the Latest Practical Date. Further announcement will be made once the remuneration and other emolument (if any) payable to Mr. Liu have been determined.

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at Unit 2003-06, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Wednesday, 30 November 2005 at 11:00 a.m. is set out on pages 8 to 10 of this circular.

A form of proxy for use by the Shareholders at the Annual General Meeting is enclosed with this circular. Whether or not you intend to attend and vote at the Annual General Meeting in person, you are requested to complete the form of proxy and return it to the office of the branch share registrar of the Company in Hong Kong, Tengis Limited, at Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong in accordance with the instructions printed thereon 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 form of proxy will not prevent you from attending and voting at the Annual General Meeting or any adjourned meeting should you so wish.

Pursuant to Bye-law 66, a poll may be demanded in relation to a resolution put to the vote of the Annual General Meeting before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll:

• (a) by the chairman of such meeting; or

• (b) by at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• (c) by any Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• (d) by any Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors are of the opinion that the grant of the Proposed General Mandate and the proposed re-election of Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant ordinary resolutions to be proposed at the Annual General Meeting.

Yours faithfully, By order of the Board of New Times Group Holdings Limited Lam Kwan Sing Executive Director

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NOTICE OF ANNUAL GENERAL MEETING

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 166)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of New Times Group Holdings Limited (the “ Company ”) will be held at Unit 2003-06, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Wednesday, 30 November 2005 at 11:00 a.m., for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and auditors for the year ended 31 March 2005;

2. To re-elect directors and to authorize the board of directors to fix their remuneration;

3. To re-appoint auditors and to authorize the board of directors to fix their remuneration;

4. To consider and, if thought fit, passing with or without modification, the following resolution as an ordinary resolution of the Company:–

“THAT:

• (a) subject to paragraph (c) below, the exercise by the directors of the Company (“ Directors ”) during the Relevant Period of all the powers of the Company to allot, issue and otherwise deal with additional shares of the Company (“ Shares ”) or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Resolution shall be in addition to any other authorizations given to the Directors and shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to:–

• (i) a Rights Issue (as hereinafter defined);

• (ii) the exercise of rights of subscription or conversion under terms of any warrants issued by the Company or any securities which are convertible into Shares;

* For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) the exercise of any 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 right to acquire Shares;

• (iv) any scrip dividend or similar arrangements providing for the allotment of shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company;

shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution and the said approval shall be limited accordingly;

• (d) subject to the passing of each of the paragraphs (a), (b) and (c) of this Resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

• (e) for the purpose of this Resolution:

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

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the bye-laws of the Company to be held; or

• (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting;

“ 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 holders of Shares or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional 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 outside Hong Kong).”

By order of the Board of

New Times Group Holdings Limited Lam Kwan Sing Executive Director

Hong Kong, 28 October 2005

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NOTICE OF ANNUAL GENERAL MEETING

Head office and Principal place of business in Hong Kong: Unit 2003-06

Shui On Centre 6-8 Harbour Road

Wanchai Hong Kong

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Notes:–

1. A shareholder entitled to attend and vote at the above meeting may appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a shareholder of the Company.

2. Where there are joint registered holders of any Share, any one such persons may vote at the meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

3. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered 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 not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

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