GoFintech Quantum Innovation Limited — AGM Information 2009

Apr 29, 2009

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, licensed securities dealer 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, makes no representation as to its accuracy or completeness and expressly disclaim any liability whosoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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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)

PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS, PROPOSED CHANGE OF COMPANY NAME AMENDMENTS TO BYE-LAWS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at Unit 103, 1/F, Shiu On Centre, 6–8 Harbour Road, Wanchai, Hong Kong on Wednesday, 27 May, 2009 at 3:00 p.m. is set out on pages 17 to 24 of this circular. A form of proxy for the annual general meeting is also enclosed herewith. Whether or not you propose to attend the annual general meeting, you are requested to complete the proxy form and return it to the office of the Company’s branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at 26/F Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as practicable and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the annual general meeting or any adjournment thereof should you so wish.

30 April, 2009

* For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . .	4
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed change of Company name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Amendments to Bye-Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II – Details of Directors Proposed to be Re-elected at the AGM . .	11
Appendix III – Amendments to Bye-Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

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 103, 1/F, Shiu On Centre, 6–8 Harbour Road,
	Wanchai, Hong Kong, on Wednesday, 27 May, 2009 at
	3:00 p.m., to consider and, if appropriate, to pass the
	Ordinary Resolutions, or any adjournment thereof;
“AGM Notice”	the notice of the AGM as set out in pages 17 to 24 of
	this circular;
“Board”	the board of Directors;
“Bye-Laws”	the bye-laws of the Company;
“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;
“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;
“Latest Practicable Date”	24 April, 2009, 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;

– 1 –

DEFINITIONS

“Ordinary Resolutions”	the ordinary resolutions to be proposed and passed at
	the AGM as set out in the AGM Notice;
“PRC”	The People’s Republic of China;
“Repurchase Mandate”	a general mandate proposed to be granted to the
	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);
“Special Resolutions”	the special resolutions to be proposed and passed at
	the AGM as set out in the AGM Notice;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	The Hong Kong Codes on Takeovers and Mergers.

– 2 –

LETTER FROM THE BOARD

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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. Cheng Kam Chiu, Stewart Mr. Cheng Chi Him Mr. Tse On Kin

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Non-Executive Directors:

Mr. Wong Man Kong, Peter Mr. Pei Cheng Ming, Michael Mr. Chan Chi Yuen

Independent Non-Executive Directors: Mr. Fung Siu To, Clement Mr. Fung Chi Kin Mr. Chiu Wai On

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, 2009

To the Shareholders

Dear Sir or Madam,

PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, PROPOSED CHANGE OF COMPANY NAME 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 and Special Resolutions to be proposed at the AGM to (i) grant to the Directors the Issue Mandate; (ii) grant to the Directors the Repurchase Mandate; (iii) re-elect retiring Directors; (iv) change the Company name; and (v) to amend the Bye-Laws.

* For identification purpose only

– 3 –

LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE AND REPURCHASE SHARES

At the annual general meeting of the Company held on 3 June 2008, ordinary resolutions were passed granting general mandates to the Directors to exercise the powers of the Company to issue and repurchase Shares. Such mandates will lapse at the conclusion of the forthcoming AGM to be held on 27 May, 2009.

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

The ordinary resolution no. 5 of the AGM Notice, if passed, will give the Directors a general and unconditional mandate to exercise the power 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.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the 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 Repurchase Mandate at the AGM.

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Bye-law 87(1) of the Bye-Laws, Mr. Chan Chi Yuen, Mr. Fung Chi Kin. Mr. Chiu Wai On, and Mr. Fung Siu To, Clement will retire as directors at the AGM and being eligible, offer themselves for re-election.

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.

PROPOSED CHANGE OF COMPANY NAME

The Board proposed that the name of the Company be changed to “New Times Energy Corporation Limited (“the “Change of Name”). The Board also proposed to adopt “新時代能源有限公司” (“Adoption of Chinese Name”) as the Chinese name of the Company for the purpose of identification and registration with the Registrar of Companies in Hong Kong only upon the change of name becoming effective. The Change of Name is subject to the following conditions:

• (i) the passing of a special resolution by the Shareholders at the AGM to approve the Change of Name; and

• (ii) the approval by the Registrar of Companies in Bermuda.

– 4 –

LETTER FROM THE BOARD

The Board believes that the proposed Change of Name will accurately reflect the core business of the Company. In addition, the new name can also provide the Company a better identification and image which will benefit the Company’s future development and is in the interest of the Company and the Shareholders as a whole.

The effective date of the Change of Name will be the date (“Effective Date”) on which the new name of the Company is entered by the Registrar of Companies in Bermuda on the register of companies in place of its existing name. The Company will carry out the necessary filing procedure with the Registrar of Companies in Hong Kong.

The Change of Name will not affect any of the rights of the Shareholders. All existing share certificates in issue bearing the present name of the Company will, after the Effective Date continue to be evidence of title to the Shares and will be valid for trading, settlement, delivery and registration for the same number of Shares in the new name of the Company. Accordingly, there will not be any arrangement for free exchange of existing share certificates for new share certificates bearing the new name of the Company. Once the Change of Name becomes effective, any issue of share certificates will be under the new name of the Company. Further announcement will be made in relation to the Effective Date and the trading arrangements of the securities of the Company in its new name (including the date on which trading under the new name on the Stock Exchange will take effect) when the Change of Name has become effective.

AMENDMENTS TO BYE-LAWS

A special resolution will be proposed at the AGM to amend the Bye-Laws to allow the Company to send summarised financial statements and to send or make available any corporate communication using electronic means. The proposed amendments are set out in full in the AGM Notice.

Details of the proposed amendments to the Bye-Laws are set out in Appendix III of this circular.

ANNUAL GENERAL MEETING

A notice convening the AGM of the Company to be held at Unit 103, 1/F, Shiu On Centre, 6–8 Harbour Road, Wanchai, Hong Kong, on Wednesday, 27 May, 2009 at 3:00 p.m. is set out on pages 17 to 24 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, the granting of the Issue Mandate and the Repurchase Mandate, the extension of the Issue Mandate by the addition thereto of the number of Shares repurchased pursuant to the Repurchase Mandate, the re-elections of retiring Directors, Change of Name and amendments to Bye-Laws. A form of proxy for use at the AGM is enclosed with this circular. In order to be valid, the form of proxy must be completed, signed and returned at 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 in accordance with the instructions printed thereon, together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, not less than 48 hours before the time appointed for holding the AGM or adjourned meeting. The completion and return of the form of proxy will not preclude you from attending and voting at the AGM or adjourned meeting should you so wish.

– 5 –

LETTER FROM THE BOARD

VOTING BY POLL

In accordance with Rule 13.39(4) of the Listing Rules, all votes of the Shareholders to be taken at the Annual General Meeting shall be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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.

RECOMMENDATION

Having considered the reasons set out herein, the Directors consider that the proposed (i) grant of Issue Mandate; (ii) grant of Repurchase Mandate; (iii) the re-election of the retiring Directors; (iv) the Change of Name; and (v) the amendments to Bye-Laws 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.

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

Yours faithfully, For and on behalf of the Board New Times Group Holdings Limited Cheng Kam Chiu, Stewart Executive director

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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 AGM in relation to the Repurchase Mandate.

LISTING RULES FOR REPURCHASE OF SHARES

The Listing Rules permit companies whose listings are on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) to repurchase their securities on the Stock Exchange subject to certain restrictions, inter alia, source of funds required for any repurchases must be funded out of funds legally available for the purpose in accordance with the Company’s constitutive documents and the laws of the jurisdiction in which the company is incorporated.

SHARE CAPITAL

As at the Latest Practicable Date, the number of Shares in issue was 781,971,030 shares. Subject to the passing of the resolution granting the 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 78,197,103 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.

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.

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.

– 7 –

APPENDIX I

EXPLANATORY STATEMENT

IMPACT ON WORKING CAPITAL

The Directors do not propose to exercise the Repurchase Mandate 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. However, there might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the most recently published audited financial statements contained in the annual report of the Company for the year ended 31st December 2008) in the event that the Securities Repurchase Mandate was exercised in full at any time during the proposed repurchase period.

EXERCISE OF POWER IN ACCORDANCE WITH LAW

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

DIRECTORS’ INTENTION TO SELL SHARES TO THE COMPANY

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 Repurchase Mandate is approved.

CONNECTED PERSONS

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 Repurchase Mandate is approved.

CONSEQUENCES OF REPURCHASE UNDER THE 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 Takeovers Code.

– 8 –

APPENDIX I

EXPLANATORY STATEMENT

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
		Number of	Percentage of	the Repurchase
		Share held as	holding as	Mandate
		at the Latest	at the Latest	is exercised
Name	Note	Practical Date	Practical Date	in full
Max Sun Enterprises
Limited	1	165,259,530	21.13%	23.48%*
Kistefos Investment, A.S.	2	62,400,000	7.98%	8.87%*

Note:

1. Max Sun Enterprises is a wholly-owned subsidiary of Chow Tai Fook Nominee Limited. So far is known to the Directors, Chow Tai Fook Nominee Limited is in turn controlled by Dato’ Dr. Cheng Yu-Tung.

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 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 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 of the Takeovers Code.

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.

SHARES PURCHASES MADE BY THE COMPANY

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

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APPENDIX I

EXPLANATORY STATEMENT

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$
2008
April	1.150	0.960
May	1.240	0.970
June	1.510	1.020
July	1.100	0.880
August	0.880	0.630
September	0.790	0.305
October	0.455	0.200
November	0.450	0.210
December	0.345	0.244
2009
January	0.430	0.330
February	0.455	0.340
March	0.590	0.350
April (up to Latest Practicable Date)	0.600	0.430

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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. Chan Chi Yuen, aged 42, joined the Group in May 2006 as the Chairman and executive director of the Group and re-designated as a non-executive director in October 2006. Mr. Chan holds a bachelor degree with honours in Business Administration and a Master of Science degree in Corporate Governance and Directorship. He is a fellow member of The Hong Kong Institute of Certified Public Accountants and The Association of Chartered Certified Accountants and is an associate member of The Institute of Chartered Accountants in England and Wales. He is currently an executive director of Kong Sun Holdings Limited (stock code: 295) and an independent non-executive director of China Sciences Conservational Power Limited (stock code: 351), Hong Kong Health Check and Laboratory Holdings Company Limited (stock code: 397), Premium Land Limited (stock code: 164), Superb Summit International Timber Company Limited (stock code: 1228) and Dickson Group Holdings Limited (stock code: 313), companies whose shares are listed in Hong Kong. Mr. Chan was also an executive director of Amax Entertainment Holdings Limited (formerly known as A-Max Holdings Limited) (stock code: 959) from August 2005 to January 2009 and China E-Learning Group Limited (formerly known as Prosticks International Holdings Limited) (stock code: 8055) from July 2007 to September 2008.

Apart from being a non-executive director of the Company, Mr. Chan does not hold any other position in the Company or any of its subsidiaries. Save as disclosed above, Mr. Chan does not have any relationship with any director, senior management or substantial or controlling shareholders of the Company. Mr. Chan does not have, and is not deemed to have, any interest in any shares, underlying shares or debentures of the Company and/or its associated corporations within the meaning of Part XV of the SFO.

For the financial year ended 31st December 2008, Mr. Chan received a total director’s fee of HK$100,000 per annum as recommended by the Remuneration Committee with reference to his qualification, experience, responsibilities and time commitment and approved by the Board, subject to annual review by the Remuneration Committee and approval of the Board pursuant to the power granted by the Shareholders at the annual general meetings. Mr. Chan does not have a service contract with the Company.

Saved as disclosed above, Mr. Chan is not aware of any matter in relation to Mr. Chan that is required to be disclosed under Rule 13.51(2)(h) to (v) of the Listing Rules, or any other matter that needs to be brought to the attention of the Shareholders regarding Mr. Chan’s re-election.

Mr. Fung Chi Kin , aged 59, was appointed as independent non-executive director in October 2006. Mr. Fung is the Permanent Honorary President of The Chinese Gold & Silver Exchange Society, the International Advisor of Shanghai Gold Exchange. He is also an independent non-executive director of Chaoda Modern Agriculture (Holdings) Limited (stock code: 682) and Emperor Capital Group Limited (stock code: 717). Mr. Fung has over 30 years of experience in banking and finance business. Prior to his retirement, he was the

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APPENDIX II

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

Director and Deputy General Manager of Po Sang Bank Limited (now merged into Bank of China (Hong Kong) Limited), Managing Director of BOCI Securities Limited and Chief Administration Officer of BOC International Holdings Limited. From October 1998 to June 2000, he 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 and Silver Exchange Society, Vice Chairman of The Stock Exchange of Hong Kong Limited, Director of the Hong Kong Futures Exchanges Limited and Hong Kong Securities Clearing Company Limited, Hong Kong Affairs Advisor.

Apart from disclosed above, Mr. Fung does not hold any other position with the Company and other members of the Company’s group, and he does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company.

For the financial year ended 31st December 2008, Mr. Fung received a sum of HK$100,000 from the Group determined by reference to market terms, his experience, duties and responsibilities with the Group. Mr. Fung does not have a service contract with the Company.

Saved as disclosed above, Mr. Fung is not aware of any matter in relation to Mr. Fung that is required to be disclosed under Rule 13.51(2)(h) to (v) of the Listing Rules, or any other matter that needs to be brought to the attention of the Shareholders regarding Mr. Fung’s re-election

Mr. Chiu Wai On , aged 39, was appointed as an independent non-executive director in November 2006. He is the chairman of the Audit Committee of the Company and serves on the Remuneration Committee of the Company. 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 12 years of professional experience in accounting and auditing services.

Apart from disclosed above, Mr. Chiu does not hold any other position in the Company or any of its subsidiaries. Save as disclosed above, Mr. Chiu does not have any relationship with any director, senior management or substantial or controlling shareholders of the Company. Mr. Chiu does not have, and is not deemed to have, any interest in any shares, underlying shares or debentures of the Company and/or its associated corporations within the meaning of Part XV of the SFO.

For the financial year ended 31st December 2008, Chiu received a total director’s fee of HK$100,000 per annum as recommended by the Remuneration Committee with reference to his qualification, experience, responsibilities and time commitment and approved by the Board, subject to annual review by the Remuneration Committee and approval of the Board pursuant to the power granted by the Shareholders at the annual general meetings. Mr. Chiu does not have a service contract with the Company.

– 12 –

APPENDIX II

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

Saved as disclosed above, Mr. Chiu is not aware of any matter in relation to Mr. Chiu that is required to be disclosed under Rule 13.51(2)(h) to (v) of the Listing Rules, or any other matter that needs to be brought to the attention of the Shareholders regarding Mr. Chiu’s re-election.

Mr. Fung Siu To, Clement , aged 60, was appointed as independent non-executive director in December 2008 and is a member of the Audit Committee and Remuneration Committee of the Company. Mr. Fung has over 25 years of experience in project management and construction. He is a holder of a Bachelor of Applied Science (Civil Engineering) degree and is also a fellow member of the Hong Kong Institution of Engineers. Mr. Fung is currently the chairman and executive director of Asia Orient Holdings Limited (stock code: 214) and Asia Standard International Group Limited (stock code: 129) and is an executive director of Asia Standard Hotel Group Limited (stock code: 292). Mr. Fung was an executive director of China Bio Cassava Holdings Limited (formerly known as “Q9 Technology Holdings Limited”) (stock code: 8129) from November 2000 to September 2006.

Apart from disclosed above, Mr. Fung does not hold any other position in the Company or any of its subsidiaries. Save as disclosed above, Mr. Fung does not have any relationship with any director, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Fung held 600,000 ordinary shares of the Company (representing approximately 0.08% of the issued share capital of the Company). Saved as disclosed above, he did not have any other interests in the ordinary shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (the “SFO”).

For the financial year ended 31st December 2008, Fung received a total director’s fee of HK$7,397 as recommended by the Remuneration Committee with reference to his qualification, experience, responsibilities and time commitment and approved by the Board, subject to annual review by the Remuneration Committee and approval of the Board pursuant to the power granted by the Shareholders at the annual general meetings. Mr. Fung does not have a service contract with the Company.

Saved as disclosed above, Mr. Fung is not aware of any matter in relation to Mr. Fung that is required to be disclosed under Rule 13.51(2)(h) to (v) of the Listing Rules, or any other matter that needs to be brought to the attention of the Shareholders regarding Mr. Fung’s re-election.

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APPENDIX III

AMENDMENTS TO BYE-LAWS

The amendments to the Bye-Laws will be proposed at the AGM to allow the Company to send summarised financial statements and to send or make available any corporate communication using electronic means to bring them in line with the Listing Rules. The proposed amendments are set out below.

Bye-law 1

By inserting the words “and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the member’s election comply with applicable Statues, rules and regulations” immediate after the words “written notice” in the meaning of the word “Notice” of existing Bye-law 1.

Bye-law 153

By deleting the existing Bye-Law 153 in its entirety and replacing therewith the following as new Bye-Law 153:

• “153. Subject to Section 88 of the Statutes and Bye-law 153A, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto at least twenty-one (21) days before the date of the general meeting and at the same time as the notice of annual general meeting and laid before the Company at the annual general meeting in accordance with the requirements of the Statutes provided that this Bye-law shall not require a copy of those documents to be sent to any person whose address the Company is not aware of or to more than one of the joint holders of any shares or debentures.”

Bye-law 153A and 153B

By inserting the following as new Bye-Laws 153A and 153B immediately following Bye-Law 153:

• “153A. To the extent permitted by and subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Bye-law 153 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, summarised financial statements derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the

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APPENDIX III

AMENDMENTS TO BYE-LAWS

Company sends to him, in addition to summarised financial statements, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

• 153B. The requirement to send to a person referred to in Bye-law 153 the documents referred to in that provision or a summary financial report in accordance with Bye-law 153A shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Bye-law 153 and, if applicable, a summary financial report complying with Bye-law 153A, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.”

Bye-law 160

By deleting the existing Bye-Law 160 in its entirety and replacing therewith the following as new Bye-Law 160:

• “160. Any notice or document (including any “corporate communication” within the meaning ascribed thereto under the rules of the Designated Stock Exchange), whether or not, to be given or issued under these Bye-laws from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the notice being duly received by the member or may also be served by advertisement in appointed newspapers (as defined in the Statute) or in newspapers published daily and circulating generally in the territory of and in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website or the website of the Designated Stock Exchange, and giving to the Member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above for so long it is permitted by the rules of the Designated Stock Exchange.”

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APPENDIX III

AMENDMENTS TO BYE-LAWS

Bye-law 161

By deleting the existing Bye-Law 161 in its entirety and replacing therewith the following as new Bye-Law 161:

• “161. Any notice or other document:

• (a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof;

• (b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice placed on the Company’s website or the website of the Designated Stock Exchange, is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;

• (c) if served or delivered in any other manner contemplated by these Bye-laws, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch, transmission or publication; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the fact and time of such service, delivery, despatch, transmission or publication shall be conclusive evidence thereof; and

• (d) may be given to a Member either in the English language or the Chinese language, subject to due compliance with all applicable Statutes, rules and regulations.”

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [66 x 55] intentionally omitted <==

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 103, 1/F, Shiu On Centre, 6–8 Harbour Road, Wanchai, Hong Kong, on Wednesday, 27 May, 2009 at 3:00 p.m., for the following purposes:

ORDINARY BUSINESS

1. to receive and consider the audited financial statements of the Company for the year ended 31st December 2008 together with the reports of the directors of the Company 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 board of 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 :

   • (a) subject to paragraph (c) below, pursuant to the Listing Rules, the exercise by the directors of the Company (“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;

2. For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) above 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 of the Company 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 paragraph (a) above, 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

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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;

“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).”

5. “ THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase issued shares in the capital of the Company 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;

• (b) the aggregate nominal amount of shares of the Company which may be repurchased pursuant to the approval in paragraph (a) above during the Relevant Period 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 approval in paragraph (a) above shall be limited accordingly;

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

• (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;

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NOTICE OF ANNUAL GENERAL MEETING

• (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.”

• “ 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 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.”

As Special Resolution of the Company:–

1. “ THAT subject to and conditional upon approval of the Registrar of Companies in Bermuda, the name of the Company be changed from “New Times Group Holdings Limited to “New Times Energy Corporation Limited” and the Chinese name of the Company, for the purpose of identification only, be adopted as “新時代能源有限公司” to replace “新時代集團控股有限公司” and that the Directors be and are hereby authorized to do all such acts and things and execute all documents that they consider necessary or expedient to effect the change of name and the adoption of the new Chinese name for the purpose of registration in Hong Kong for and on behalf of the Company”

2. “ THAT the Bye-laws of the Company be and are hereby amended in the following manner:

Bye-law 1

By inserting the words “and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member’s election comply with applicable Statues, rules and regulations” immediate after the words “written notice” in the meaning of the word “Notice” of existing Bye-law 1.

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NOTICE OF ANNUAL GENERAL MEETING

Bye-law 153

By deleting the existing Bye-Law 153 in its entirety and replacing therewith the following as new Bye-Law 153:

• “153. Subject to Section 88 of the Statutes and Bye-law 153A, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto at least twenty-one (21) days before the date of the general meeting and at the same time as the notice of annual general meeting and laid before the Company at the annual general meeting in accordance with the requirements of the Statutes provided that this Bye-law shall not require a copy of those documents to be sent to any person whose address the Company is not aware of or to more than one of the joint holders of any shares or debentures.”

Bye-law 153A and 153B

By inserting the following as new Bye-Laws 153A and 153B immediately following Bye-Law 153:

• “153A. To the extent permitted by and subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Bye-law 153 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, summarised financial statements derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to summarised financial statements, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

• 153B. The requirement to send to a person referred to in Bye-law 153 the documents referred to in that provision or a summary financial report in accordance with Bye-law 153A shall be deemed satisfied where, in accordance with all applicable Statutes, rules and

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NOTICE OF ANNUAL GENERAL MEETING

regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Bye-law 153 and, if applicable, a summary financial report complying with Bye-law 153A, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.”

Bye-law 160

By deleting the existing Bye-Law 160 in its entirety and replacing therewith the following as new Bye-Law 160:

• “160. Any notice or document (including any “corporate communication” within the meaning ascribed thereto under the rules of the Designated Stock Exchange), whether or not, to be given or issued under these Bye-laws from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the notice being duly received by the member or may also be served by advertisement in appointed newspapers (as defined in the Statute) or in newspapers published daily and circulating generally in the territory of and in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website or the website of the Designated Stock Exchange, and giving to the Member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above for so long it is permitted by the rules of the Designated Stock Exchange.”

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NOTICE OF ANNUAL GENERAL MEETING

Bye-law 161

By deleting the existing Bye-Law 161 in its entirety and replacing therewith the following as new Bye-Law 161:

• “161. Any notice or other document:

• (a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof;

• (b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice placed on the Company’s website or the website of the Designated Stock Exchange, is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;

• (c) if served or delivered in any other manner contemplated by these Bye-laws, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch, transmission or publication; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the fact and time of such service, delivery, despatch, transmission or publication shall be conclusive evidence thereof; and

• (d) may be given to a Member either in the English language or the Chinese language, subject to due compliance with all applicable Statutes, rules and regulation.””

By order of the Board of New Times Group Holdings Limited Cheng Kam Chiu, Stewart Executive director

Hong Kong 30 April, 2009

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NOTICE OF ANNUAL GENERAL MEETING

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

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, Tricor Tengis 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. 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.

As at the date of this notice, the Board comprises nine Directors, of which three are executive Directors, namely Mr. Tse On Kin, Mr. Cheng Kam Chiu, Stewart, and Mr. Cheng Chi Him; three non-executive Directors, namely Mr. Pei Cheng Ming, Michael, Mr. Wong Man Kong, Peter, and Mr. Chan Chi Yuen; and three independent non-executive Directors, namely Mr. Fung Chi Kin, Mr. Fung Siu To, Clement and Mr. Chiu Wai On.

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