GoFintech Quantum Innovation Limited — AGM Information 2007

Apr 30, 2007

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 you should take, you should consult a 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 New Times Group Holdings 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.

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 whosoever 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)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES PROPOSAL FOR

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF 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 Friday, 29 June 2007 at 11:00 a.m. is set out on pages 14 to 18 of 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 26/F Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting. Completion and return of the form of proxy will not preclude you from subsequently attending and voting at the annual general meeting or any adjourned meetings should you so wish.

30 April 2007

* For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Chairman
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandates to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandates to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Right to Demand a Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II – Details of Directors Proposed
to be Re-Elected of the AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix III – Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

DEFINITIONS

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

“AGM”	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 Friday, 29 June 2007 at
	11:00 a.m., to consider and, if appropriate, to approve,
	amongst other things, the Ordinary Resolutions and
	the Special Resolutions, or any adjournment thereof;
“AGM Notice”	the notice of the AGM as set out in pages 14 to 18 of
	this circular;
“Board”	the board of Directors;
“Bye-Laws”	the bye-laws of the Company;
“Code”	The Hong Kong Codes on Takeovers and Mergers;
“Companies Act”	the Companies Act 1981 of Bermuda;
“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”	the directors of the Company;
“Group”	Company and its subsidiaries from time to time;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC;
“Latest Practicable Date”	26 April 2007, 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 Resolutions”	the ordinary resolutions to be proposed and passed at
	the AGM for the matters as set out in the AGM Notice;
“PRC”	The People’s Republic of China;

– 1 –

DEFINITIONS

“Proposed Issue Mandate”	a general mandate proposed to be granted to the
	Directors at the AGM 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 such mandate;
“Proposed Repurchase	a general mandate proposed to be granted to the
Mandate”	Directors at the AGM 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 such 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 share capital
	of the Company;
“Shareholder(s)”	registered holder(s) of Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited.

– 2 –

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. Wu Jian Feng Mr. Zhang Cheng Jie

Non-Executive Directors: Mr. Chang Chi Yuen Mr. Chan Chung Yin, Victor

Independent Non-Executive Directors: Mr. Fung Chi Kin Mr. Qian Zhi Hui Mr. Chiu Wai On

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda Head Office and Principal Place of Business in Hong Kong: Unit 2003–06 Shiu On Centre 6–8 Harbour Road Wanchai Hong Kong

30 April 2007

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the Ordinary Resolutions to be proposed at the AGM for (i) granting to the Directors the Proposed Issue Mandate; (ii) granting to the Directors the Proposed Repurchase Mandate; and (iii) the re-election of the retiring Directors.

GENERAL MANDATE TO ISSUE SHARES

At the AGM, ordinary resolutions nos. 4 and 6 of the AGM Notice will be proposed which, if passed, will give the Directors a general mandate to issue new Shares representing up to (i) 20% of the aggregate nominal amount of the issued share capital of the Company

* For identification purpose only

– 3 –

LETTER FROM THE BOARD

at the date of passing the resolution plus (ii) the nominal amount of the share capital of the Company repurchased by the Company (under the authority granted pursuant to the Repurchase Resolution) subsequent to the passing of such resolution.

As at the Latest Practicable Date, the issued share capital of the Company comprised 556,305,030 Shares. On the basis of the abovementioned number of Shares in issue and on the assumption that no further Shares will be issued or repurchased prior to the date of the AGM, the Directors would be authorized to issue up to a maximum of 111,261,006 Shares, subject to the passing of the Proposed Repurchase Mandate.

GENERAL MANDATE TO REPURCHASE SHARES

The ordinary resolution no. 5 of the AGM Notice, if passed, will give the Directors a general and unconditional mandate to exercise the powers of the Company to repurchase Shares up to a maximum of 10% of the aggregate nominal amount of the issued share capital of the Company at the date of the passing of the resolution at any time until the next annual general meeting of the Company following the passing of the said ordinary resolution or such earlier period as stated in the said ordinary resolution.

As at the Latest Practicable Date, the issued share capital of the Company comprised 556,305,030 Shares. On the basis of the abovementioned number of Shares in issue and on the assumption that no further Shares will be issued or repurchased prior to the date of the AGM, the Directors would be authorized to repurchase up to a maximum of 55,630,503 Shares, subject ot the passing of the Proposed Repurchase Mandate.

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 I 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 AGM.

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Bye-law 86(2) of the Company’s Bye-Laws, Mr. Wu Jian Feng, Mr. Zhang Cheng Jie, Mr. Chan Chung Yin, Victor, Mr. Fung Chi Kin, Mr. Qian Zhi Hui and Mr. Chiu Wai On will retire as directors at the AGM and being eligible, offer themselves for reelection.

Brief biographical details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular.

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 Friday, 29 June 2007 is set out on pages 14 to 18 of this circular.

– 4 –

LETTER FROM THE BOARD

A form of proxy for use at the AGM is enclosed herewith. If you are not able to attend the AGM, you are requested to complete the form of proxy and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tengis Limited at 26/F Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the AGM. Completion and returning of a form of proxy will not preclude you from attending and voting at the AGM or any adjourned meetings if you so wish.

RIGHT TO DEMAND A POLL

Pursuant to Bye-law 66 of the Bye-Laws, a resolution put to the vote of the meeting shall be decided on a show of hands unless voting by way of a poll is required by the rules of the Designated Stock Exchange or (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 poll may be demanded. A poll might be demanded by:

• (a) the chairman of the meeting; or

• (b) 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 a Shareholder of 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 the shares conferring that right.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

– 5 –

LETTER FROM THE BOARD

RECOMMENDATION

Having considered the reasons set out herein, the Directors consider that the proposed resolutions for (i) granting to the Directors the Proposed Issue Mandate; (ii) granting to the Directors the Proposed Repurchase Mandate; and (iii) the re-election of the retiring Directors are in the best interest of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of such proposed resolutions at the AGM.

GENERAL INFORMATION

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

Yours faithfully, For and on behalf of the Board New Times Group Holdings Limited Wu Jian Feng Executive Director

– 6 –

APPENDIX I

EXPLANATORY STATEMENT

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 was 556,305,030 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 up to a maximum of 55,630,503 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 December 2006, being the date to which the latest published audited accounts of the Company were made up. The

– 7 –

APPENDIX I

EXPLANATORY STATEMENT

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.

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 thirteen months prior to the issue of this circular.

	Highest	Lowest
Month	trade price	trade price
	HK$	HK$
2006
April	0.200	0.200
May	0.200	0.200
June	0.201	0.200
July	0.200	0.200
August	0.200	0.195
September	0.200	0.195
October	0.540	0.180
November	0.440	0.280
December	0.500	0.300
2007
January	0.450	0.380
February	0.500	0.415
March	0.485	0.380

GENERAL

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.

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

No connected person, as defined in the Listing Rules, has notified the Company that he has a present intention to sell any Shares to the Company, or has undertaken not to do so, in the event that the Proposed Repurchase Mandate is approved.

– 8 –

APPENDIX I

EXPLANATORY STATEMENT

EFFECT OF TAKEOVER CODE

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 interested in 5% 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
		Number of	Percentage	Proposed
		Share held	of holding	Repurchase
		as at the Latest	as at the Latest	Mandate is
Name	Note	Practical Date	Practical Date	exercised in full
Good Power International	1	119,712,500	21.52%	23.91%*
Limited
Kistefos Investment A.S.	2	62,400,000	11.22%	12.46%*
So Chi Ming		30,303,030	5.45%	6.05%*

Notes:

1. The interest in these Shares are held by Good Power International Limited, the issued share capital of which is 80% owned by Mr. Tse On Kin and 20% owned by Ms. Wong Chin Yen.

2. So far as is know to the Directors, Kistefos Investment A.S. is wholly owned by A.S. Kistefos Traesliberi, in which Christen Sveaas has an 85% beneficial interest.

3. Assuming the present shareholdings remains the same.

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 and such increase would not give rise to an obligation to make a mandatory offer under Rule 26.1 of the Takeover Code.

Save as disclosed above, the Directors are not aware of any consequences which would arise under the Takeover Code as a consequence of any purchases made pursuant to the Repurchase Mandate.

– 9 –

APPENDIX I

EXPLANATORY STATEMENT

The Listing Rules prohibit a company from making a repurchase of shares on the Stock Exchange if the result of the repurchase would be less than 25% (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.

– 10 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Stated below are the details of Directors who will be eligible for re-election at the AGM:

Mr. Wu Jian Feng , aged 35, was appointed as an executive Director on 25 October 2005. Mr. Wu holds a bachelor degree in Engineering from Yunnan Industry Institute and is an Economist by profession. Mr. Wu had worked in Yunnan Geology and Mineral Bureau before he joined the Company. In 1995, he starts his career in non-ferrous industry in PRC. He has more than ten years experience in non-ferrous metal and zinc industry and trading.

There is no service contact entered into between the Company and Mr. Wu and he has no fixed term of services with the Company but he is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-Laws. Mr. Wu is entitled to an annual emolument of HK$60,000. The amount of director’s fee is determined by the recommendation of the remuneration committee of the Company with reference to the prevailing market conditions and his responsibilities and duties within the Company. As at the Latest Practical date Mr. Wu did not have 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 information in relation to Mr. Wu which is required to be disclosed pursuant to Rule 13.51(2)(h)-(v) and there is no other matter which needs to be bought to the attention of the Shareholders.

Zhang Cheng Jie , aged 59, was appointed as an executive Director on 25 October 2005. Mr. Zhang has extensive experience in zinc industry for more than Twenty Eight years. He graduated from Liaoning Radio and TV University with Profession Senior Engineer in Metallurgical Engineering. Prior to joining the Company, he was a director of Huludao Nonferrous Metals Group Company Limited where he obtained useful management and technological knowledge and skills.

There is no service contact entered into between the Company and Mr. Zhang and he has no fixed term of services with the Company but he is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-Laws. Mr. Zhang is entitled to an annual emolument of HK$60,000. The amount of director’s fee is determined by the recommendation of the remuneration committee of the Company with reference to the prevailing market conditions and his responsibilities and duties within the Company. As at the Latest Practical date Mr. Zhang did not have 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 information in relation to Mr. Zhang which is required to be disclosed pursuant to Rule 13.51(2)(h)-(v) and there is no other matter which needs to be bought to the attention of the Shareholders.

– 11 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. Chan Chung Yin, Victor , aged 46, was appointed as a non-executive Director on 25 October 2005. Mr. Chan is a Qualified Solicitor of the High Court of Hong Kong since 1991 and has over 14 years of experience in corporate and commercial law. He is currently a partner of Tang, Wong & Cheung. He had been an independent non-executive director of Ever Fortune International Holdings Limited (Formerly known as First Dragoncom Agro-Strategy Holdings Limited) from July 2005 to September 2005.

There is no service contact entered into between the Company and Mr. Chan and he has no fixed term of services with the Company but he is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-Laws. Mr. Chan is entitled to an annual emolument of HK$100,000. The amount of director’s fee is determined by the recommendation of the remuneration committee of the Company with reference to the prevailing market conditions and his responsibilities and duties within the Company. As at the Latest Practical date Mr. Chan did not have 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 information in relation to Mr. Chan which is required to be disclosed pursuant to Rule 13.51(2)(h)–(v) and there is no other matter which needs to be bought to the attention of the Shareholders.

Mr. Fung Chi Kin , aged 57, was appointed as independent non-executive director on 25 October 2005. Mr. Fung is the Permanent Honorary President of The Chinese Gold & Silver Exchange Society, the International Advisor of Shanghai Gold Exchange and Director of Fung Chi Kin Consulting Limited. He was an executive director of Chaoda Modern Agriculture (Holdings) Limited of Yanion International Holdings Limited from January 2005 to February 2006. He also acts as independent non-executive director of two listed companies in Hong Kong namely Chaoda Modern Agriculture (Holdings) Limited and Emperor Capital Group Limited. Mr. Fung has over 30 years of experience in banking and finance business. Prior to his retirement, he was the Director and Deputy General Manager of Po Sang Bank Limited (merged into Bank of China (Hong Kong) in 2001), Managing Director of BOCI Securities Limited and Chief Administration Officer of BOC International Holdings Limited. From October 1998 to June 2000, Mr. Fung served as the Council Member of First Legislative Council of the HKSAR. He also held important office in various public organizations, namely President of The Chinese Gold & Silver Exchange Society, the Vice Chairman of The Stock Exchange of Hong Kong Limited, Director of the Hong Kong Futures Exchange, Director of Hong Kong Securities Clearing Company Limited and Hong Kong Affairs Advisor.

There is no service contact entered into between the Company and Mr. Fung and he has no fixed term of services with the Company but he is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-Laws. Mr. Fung is entitled to an annual emolument of HK$100,000. The amount of director’s fee is determined by the recommendation of the remuneration committee of the Company with reference to the prevailing market conditions and his responsibilities and duties within the Company. As at the Latest

– 12 –

APPENDIX II

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Practical date Mr. Fung did not have 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 information in relation to Mr. Fung which is required to be disclosed pursuant to Rule 13.51(2)(h)–(v) and there is no other matter which needs to be bought to the attention of the Shareholders.

Mr. Qian Zhi Hui , aged 44, was appointed as independent non-executive director on 25 October 2005. Mr. Qian graduated from Jilin Normal University. He has a Master degree in Procedural Law from Southwest University of Political Science and Law and has more than twelve years’ experience in legal professional in the PRC. He joined China National Native Produce & Animal By-products Import & Export Corporation, Guangdong Province, as chief legal advisor in 1988. Mr. Qian joined Guangzhou King Pound Law Firm as lawyer in 1993 and is currently a partner of Guangdong Justwin Law firm.

There is no service contact entered into between the Company and Mr. Qian and he has no fixed term of services with the Company but he is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-Laws. Mr. Qian is entitled to an annual emolument of HK$60,000. The amount of director’s fee is determined by the recommendation of the remuneration committee of the Company with reference to the prevailing market conditions and his responsibilities and duties within the Company. As at the Latest Practical date Mr. Qian did not have 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 information in relation to Mr. Qian which is required to be disclosed pursuant to Rule 13.51(2)(h)–(v) and there is no other matter which needs to be bought to the attention of the Shareholders

Mr. Chiu Wai On , aged 37, appointed as independent non-executive director on 6 November 2005. Mr. Chiu is a member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants. Mr. Chiu possesses 10 years of professional experience in accounting and auditing services

There is no service contact entered into between the Company and Mr. Chiu and he has no fixed term of services with the Company but he is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-Laws. Mr. Chiu is entitled to an annual emolument of HK$100,000. The amount of director’s fee is determined by the recommendation of the remuneration committee of the Company with reference to the prevailing market conditions and his responsibilities and duties within the Company. As at the Latest Practical date Mr. Chiu did not have 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 information in relation to Mr. Chiu which is required to be disclosed pursuant to Rule 13.51(2)(h)–(v) and there is no other matter which needs to be bought to the attention of the Shareholders

– 13 –

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 Time Group Holdings Limited (the “Company”) will be held at Unit 2003 – 2006, 6 – 8 Harbour Road, Wanchai, Hong Kong, on Friday, 29 June 2007 at 11:00 a.m., for the following purposes:

ORDINARY BUSINESS

1. to receive and consider the audited financial statements of the Company for the year ended 31 December 2006 together with the reports of the directors of the Company (the “Directors”) and auditors thereon;

2. to re-elect Directors and to authorize the board of Directors to fix all their remuneration;

3. to re-appoint CCIF CPA Limited as Auditors and to authorize the Directors to fix their remuneration;

SPECIAL BUSINESS

To consider and, if thought fit, pass, with or without modification, the following resolution:

As Ordinary Resolution of the Company:

1. “ THAT:

2. (a) subject to paragraph (c) below, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional shares of the Company (the “Shares”) or securities convertible into 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;

3. (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;

* For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

• (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 the terms of any warrant issued by the Company or any securities which are convertible into Shares;

• (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 rights 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 earliest 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;

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NOTICE OF ANNUAL 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).”

1. “ THAT:

2. (a) subject to paragraph (b) below, the exercise by the directors of the Company (the “Directors”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company (the “Shares”) on The Stock Exchange of Hong Kong Limited or on any other stock exchanges on which the Shares may be listed and recognized for this purpose by the Securities and Futures Commission and The Stock Exchange of Hong Kong Limited under the Code on Share Repurchases, and subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or of any other stock exchanges (as amended from time to time), be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of Shares which may be repurchased pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10 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;

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

5. (d) for the purpose of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest 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

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NOTICE OF ANNUAL GENERAL MEETING

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

• THAT conditional upon the passing of Resolutions 4 and 5 as set out in the notice of this meeting, the general mandate granted to the directors of the Company (the “Directors”) to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to Resolution 4 above be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted by the Directors pursuant to such general mandate an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution 5 above, provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this Resolution.

By order of the Board of New Times Group Holdings Limited Wu Jian Feng Executive Director

Hong Kong, 30 April 2007

Head office and Principal place

of business in Hong Kong

Unit 2003 – 06 Shiu On Centre 6–8 Harbour Road Wanchai Hong Kong

Registered office Clarendon House 2 Church Street Hamilton HM 11 Bermuda

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NOTICE OF ANNUAL GENERAL MEETING

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 person may vote at the meeting, either personally or by proxy, in respect of such Shares as if he was 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 certified copy thereof must be delivered to the office of the Company’s branch share registrars, Secretaries Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.

4. At the date of this announcement, the executive directors of the Company are Mr. Wu Jian Feng, Mr. Zhang Cheng Jie; non-executive directors of the Company are Mr. Chan Chi Yuen, Mr. Chan Chung Yin; and independent non-executive directors of the Company are Mr. Fung Chi Kin, Mr. Qian Zhi Hui and Mr. Chiu Wai On.

5. A form of proxy for use at the meeting is being despatched to the shareholders of the Company together with a copy of this notice.

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