GoFintech Quantum Innovation Limited — AGM Information 2015

Apr 29, 2015

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 to be taken, you should consult your 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 Energy Corporation Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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NEW TIMES ENERGY CORPORATION LIMITED 新時代能源有限公司 [*]

(incorporated in Bermuda with limited liability)

(Stock Code: 00166)

Executive Directors:

Mr. Cheng Kam Chiu, Stewart (Chairman) Mr. Cheng Ming Kit (Chief Executive Officer)

Non-executive Director:

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

Mr. Heffner, Paul Lincoln

Independent Non-executive Directors: Mr. Wong Man Kong, Peter Mr. Chan Chi Yuen Mr. Yung Chun Fai, Dickie Mr. Chiu Wai On

Head Office and Principal Place of Business: Room 1402, 14/F New World Tower I 16–18 Queen’s Road Central Hong Kong

30 April 2015

To the shareholders

Dear Sir or Madam,

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

* For identification purpose only

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1. INTRODUCTION

The purpose of this circular is to give you notice of the annual general meeting of New Times Energy Corporation Limited (the “ Company ”) to be held on Monday, 29 June 2015 at 11:30 a.m. (the “ AGM ”), and provide you with information on matters to be dealt at the AGM, inter alia:

• (a) the grant of general mandates (the “ General Mandates ”) to the directors of the Company (the “ Directors ”) to issue and repurchase ordinary shares of HK$0.01 each in the share capital of the Company (the “ Shares ”); and

• (b) the re-election of the retiring Directors.

2. GENERAL MANDATES

At the annual general meeting of the Company held on 27 June 2014, ordinary resolutions were passed granting general mandates to the Directors (i) to allot, issue and deal with up to 235,574,799 new Shares (the “ 2014 Issue Mandate ”), representing 20% of the issued share capital of the Company as at 27 June 2014; (ii) to repurchase Shares on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) of up to 10% of the issued share capital of the Company as at 27 June 2014; and (iii) to extend the general mandate to allot and issue Shares granted to the Directors by adding to it the number of Shares that has been repurchased by the Company.

The 2014 Issue Mandate was subsequently used up as to an aggregate of 207,150,000 Shares pursuant to (i) the acquisition in properties in the United States, details of which are set out in the announcement of the Company dated 16 July 2014; and (ii) the acquisition of 42.1% of the issued shares of Full Charming Limited, details of which are set out in the announcement of the Company dated 8 September 2014.

On 16 February 2015, a special general meeting was convened and an ordinary resolution was passed to grant the Directors a general mandate to allot, issue and deal with up to 415,507,198 new Shares, representing 20% of the total issued share capital of the Company as at 16 February 2015.

The existing General Mandates will lapse at the conclusion of the AGM, unless renewed at the AGM. In order to provide continual flexibility to the Directors, ordinary resolutions will be proposed at the AGM to renew the existing General Mandates.

(a) Repurchase Mandate

At the AGM, an ordinary resolution, set out as ordinary resolution no. 5 in the notice convening the AGM as set out in Appendix III to this circular (the “ Notice ”), will be proposed to grant a new general and unconditional mandate to the Directors to exercise the powers of the Company to repurchase, at any time during the Relevant Period (as defined in ordinary resolution no. 5), Shares of up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of ordinary resolution no. 5 (the “ Repurchase Mandate ”).

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As at 23 April 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular (the “ Latest Practicable Date ”), the number of Shares in issue was 2,077,535,992 Shares. Subject to the passing of the proposed resolution for approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase up to a limit of 207,753,599 Shares.

An explanatory statement setting out the requisite information regarding the Repurchase Mandate as required under the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”) is set out in Appendix I to this circular.

(b) Issue Mandate

At the AGM, an ordinary resolution, set out as ordinary resolution no. 4 in the Notice, will be proposed to grant a new general and unconditional mandate to the Directors to issue, at any time during the Relevant Period (as defined in ordinary resolution no. 4), Shares representing up to 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of ordinary resolution no. 4 (the “ Issue Mandate ”).

As at the Latest Practicable Date, the number of Shares in issue was 2,077,535,992 Shares. Subject to the passing of the proposed resolution for approving the Issue Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the date of the AGM, the Company would be allowed under the Issue Mandate to issue up to a limit of 415,507,198 Shares.

In addition, an ordinary resolution, set out as ordinary resolution no. 6 in the Notice, will be proposed to extend the Issue Mandate which would increase the limit of the Issue Mandate by adding to it the number of Shares repurchased under the Repurchase Mandate.

3. RE-ELECTION OF RETIRING DIRECTORS

Pursuant to the Company’s memorandum of association and the bye-laws as originally adopted, or as from time to time altered (the “ Bye-laws ”), at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the annual general meeting at which he retires.

Mr. Cheng Kam Chiu, Stewart, Mr. Chan Chi Yuen and Mr. Yung Chun Fai, Dickie will retire by rotation at the AGM and being eligible, offer themselves for re-election. Biographical details of the aforesaid Directors are set out in Appendix II to this circular.

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4. ANNUAL GENERAL MEETING

The Notice is set out in Appendix III to this circular. Shareholders of the Company (the “ Shareholders ”) are advised to read the Notice and to complete and return the enclosed form of proxy for use at the AGM in accordance with the instructions printed thereon and deposit the same with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in the Notice will be decided by poll. An announcement of the poll results will be made after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

5. RECOMMENDATION

The Directors consider that the granting of the General Mandates and the re-election of the retiring Directors are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolutions set out in the Notice to be proposed at the AGM.

6. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquires, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are not other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully, For and on behalf of the Board New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to the Shareholders for their consideration of the Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, 2,077,535,992 Shares were issued by the Company. Subject to the passing of the ordinary resolution approving the Repurchase Mandate as set out in the Notice and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase up to 207,753,599 Shares until (i) the conclusion of the next annual general meeting in 2016; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws to be held; or (iii) the revocation or variation of the Repurchase Mandate by ordinary resolution of the Shareholders at a general meeting of the Company, whichever is the earliest.

REASONS FOR REPURCHASES

Repurchases of Shares 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 its earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders.

Whilst the Directors do not at present intend to repurchase any Shares, they believe that the flexibility afforded by the mandate granted to them if the relevant ordinary resolution to approve the grant of the Repurchase Mandate is passed would be beneficial to the Company and the Shareholders.

FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such repurchase in accordance with its memorandum of association and the Bye-laws, the laws of Bermuda and the Listing Rules. Repurchases pursuant to the Repurchase Mandate will be made out of funds of the Company legally permitted to be utilised in this connection, including the funds of the Company otherwise available for dividend or distribution or the proceeds of a fresh issue of Shares made for such purpose.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited accounts for the year ended 31 December 2014) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX I

DISCLOSURE OF INTERESTS

None of the Directors and, to the best of the knowledge of the Directors, having made all reasonable enquiries, none of their associates (as defined in the Listing Rules), have any present intention, if the Repurchase Mandate is exercised, to sell any Shares to the Company.

No connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell Shares to the Company, nor has undertaken not to do so, if the Repurchase Mandate is exercised.

DIRECTORS’ UNDERTAKING

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, the Bye-laws and the applicable laws of Bermuda.

TAKEOVERS CODE

If, as a result of a repurchase of Shares by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Codes on Takeovers and Mergers and Share Buy-backs (the “ Takeovers Code ”). Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ shareholding, 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.

As at the Latest Practicable Date, according to the registers required to be kept by the Company under section 336 of the Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong (the “ SFO ”), and so far as is known to the Directors, the immediate substantial Shareholder (as defined in the Listing Rules), Max Sun Enterprises Limited (“ Max Sun ”), was directly interested in approximately 29.20% of the Company’s issued share capital. Details of the shareholdings are as follows:

			Percentage of
	Number of	Percentage of	shareholding if
	Shares held as	shareholding	the Repurchase
	at the Latest	as at the Latest	Mandate is
Name	Practicable Date	Practicable Date	exercised in full
Max Sun (Note i)	606,537,544	29.20%	32.44%
Chow Tai Fook Nominee Limited
(Note ii)	606,537,544	29.20%	32.44%

Notes:

• (i) The entire issued share capital of Max Sun is legally and beneficially owned by Chow Tai Fook Nominee Limited.

• (ii) Chow Tai Fook Nominee Limited is in turn controlled by Dato’ Dr. Cheng Yu Tung. As such, Chow Tai Fook Nominee Limited and Dato’ Dr. Cheng Yu-Tung were deemed to have interest in the Shares held by Max Sun for the purposes of the SFO.

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APPENDIX I

EXPLANATORY STATEMENT

In the event that the Repurchase Mandate is exercised in full and assuming that there is no change in the number of Shares held by Max Sun and there is no other change to the issued share capital of the Company, the shareholding of Max Sun in the Company will be increased to approximately 32.44% of the reduced issued share capital of the Company immediately after the exercise in full of the Repurchase Mandate. The Directors consider that such increase in shareholding would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not intend to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequence which may arise under the Takeovers Code as a consequence of any repurchases made under the Repurchase Mandate. In addition, in exercising the Repurchase Mandate (whether in full or otherwise), the Directors will ensure that the Company shall comply with the requirements of the Listing Rules, including the minimum percentage of Shares being held in public hands.

SHARES PURCHASES MADE BY THE COMPANY

No repurchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) during the last six months immediately preceding the Latest Practicable Date.

SHARE PRICES

The highest and lowest prices at which the Shares had traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2014
April	0.377	0.317
May	0.340	0.297
June	0.380	0.307
July	0.360	0.297
August	0.317	0.273
September	0.337	0.273
October	0.323	0.233
November	0.380	0.253
December	0.260	0.210
2015
January	0.227	0.191
February	0.255	0.191
March	0.255	0.213
April (up to the Latest Practicable Date)	0.380	0.285

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DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Set out below are the personal particulars of the Directors who offer themselves for re-election at the AGM:

Mr. CHENG Kam Chiu , Stewart, aged 60, was appointed an Executive Director in February 2008 and the Chairman in May 2009. Mr. Cheng holds a Bachelor’s degree in Civil and Environmental Engineering from the University of Wisconsin-Madison; a Master’s degree in Civil Engineering from the University of California, Berkeley, USA; and a Master’s degree in Business Administration from the Chinese University of Hong Kong. Being a member of The Hong Kong Institution of Engineers, Mr. Cheng is a professional engineer with extensive experience in property development and construction management. Mr. Cheng is a member of the Shunde District, Foshan City Committee of the Chinese People’s Political Consultative Conference since November 2006.

Mr. Cheng joined Hip Hing Construction Company Limited in 1984 as a project manager and was subsequently appointed a director. From 1993 to 1997, Mr. Cheng was transferred to New World Development (China) Limited as a director and an assistant general manager, overseeing property development in the PRC. He was a director of NWS Service Management Limited (formerly known as “New World Services Limited”) from 1997 to 2006, and was mainly responsible for the construction and the electrical and mechanical engineering businesses and pursuing business opportunities in the PRC. Mr. Cheng is the managing director of Cheung Hung Development (Holdings) Limited, principally engaging in property development in both Hong Kong and the PRC. He is currently an executive director of International Entertainment Corporation and was an executive director of Grand T G Gold Holdings Limited from November 2008 to May 2009, which shares are listed on the Stock Exchange.

Mr. Cheng is the nephew of Dato’ Dr. Cheng Yu-Tung, GBM, the ultimate beneficial owner of Max Sun, and the uncle of Mr. Cheng Ming Kit, an Executive Director and the Chief Executive Officer of the Company.

Other than as stated above, Mr. Cheng is not related to any directors, senior management, or substantial or controlling shareholders of the Company, and has not held any directorship in any other listed company in the last three years.

As at the Latest Practicable Date, Mr. Cheng had a derivative interest in respect of 6,875,608 Shares in the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Cheng does not have any interest in shares and/or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

Mr. Cheng has entered into a service contract and a letter of appointment with the Company. According to the service contract and the letter of appointment, he is not appointed for any specific length or proposed length of service and his term of service shall continue unless and until terminated by either the Company or by giving, to the other party, one month’s prior notice or payment in lieu of notice, or by mutual agreement. Mr. Cheng, if re-elected, will be appointed as an Executive Director with effect from the conclusion of the AGM for a term of not more than approximately 3 years expiring at the conclusion of the Company’s annual general meeting to be held in 2018, subject to earlier determination in accordance with the Bye-laws and/or applicable laws and regulations. His total emoluments for the year ended 31 December 2014 was HK$1,897,000, which comprised the fixed annual salary, allowance and benefits in kind of HK$1,800,000, the discretionary bonuses pegged to performance of HK$80,000 and the retirement scheme

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DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

contributions of HK$17,000. Such emoluments are determined by reference to job responsibilities, the prevailing market conditions of the industry and the Company’s remuneration policy, operating performance and profitability.

Save as disclosed above, in relation to the re-election of Mr. Cheng as an Executive Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

Mr. CHAN Chi Yuen , aged 48, was re-designated as an Independent Non-executive Director in May 2012. He acted as an Executive Director and the Chairman from May to October 2006 and a Non-executive Director from October 2006 to May 2012. Mr. Chan holds a Bachelor’s degree with honors in Business Administration and a Master of Science degree in Corporate Governance and Directorship. He is a fellow of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants in the United Kingdom, and an associate of the Institute of Chartered Accountants in England and Wales. He is a practicing certified public accountant and has extensive experience in financial management, corporate finance and corporate governance.

Mr. Chan is currently an executive director of Noble Century Investment Holdings Limited, South East Group Limited and Co-Prosperity Holdings Limited; and an independent non-executive director of Asia Energy Logistics Group Limited, REX Global Entertainment Holdings Limited (formerly known as “China Gamma Group Limited”), Jun Yang Solar Power Investments Limited, Media Asia Group Holdings Limited and U-RIGHT International Holdings Limited, which shares are listed on the Stock Exchange. Mr. Chan was an executive director of Kong Sun Holdings Limited from December 2011 to September 2013 and an independent non-executive director of The Hong Kong Building and Loan Agency Limited from October 2009 to February 2011 and China Sandi Holdings Limited from September 2009 to July 2014.

Other than as stated above, Mr. Chan is not related to any directors, senior management, or substantial or controlling shareholders of the Company, and has not held any directorship in any other listed company in the last three years.

As at the Latest Practicable Date, Mr. Chan had a derivative interest in respect of 687,338 Shares in the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Chan does not have any interest in shares and/or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

There is a letter of appointment entered into between Mr. Chan and the Company. Mr. Chan, if re-elected, will be appointed as an Independent Non-executive Director with effect from the conclusion of the AGM for a term of not more than approximately 3 years expiring at the conclusion of the Company’s annual general meeting to be held in 2018, subject to earlier determination in accordance with the Bye-laws and/or applicable laws and regulations. The total amount of Mr. Chan’s emoluments as an Independent Non-executive Director, member of the Audit Committee and the chairman of the Nomination Committee and the Remuneration Committee amounted to HK$200,000 for the year ended 31 December 2014. Mr. Chan is entitled to such Director’s fee and emoluments as may be approved by the Board in accordance

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DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

with the Bye-laws. His emoluments will be determined by reference to job responsibilities, the prevailing market conditions of the industry and the Company’s remuneration policy, operating performance and profitability.

Save as disclosed above, in relation to the re-election of Mr. Chan as an Independent Non-executive Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

Mr. YUNG Chun Fai, Dickie , aged 62, was appointed as an Independent Non-executive Director in March 2013. Mr. Yung holds a Master’s degree in Business Administration from the University of East Asia, Macau. He is a member of the Institute of Management and a fellow of the Chartered Management Institute. Mr. Yung has been engaged in finance and banking businesses for over 25 years. He was the chief deputy executive of Industrial & Commercial Bank of China (Macau) Limited and a director, deputy general manager and alternate chief executive of Industrial & Commercial International Holdings Limited, a wholly owned subsidiary of Industrial & Commercial Bank of China Limited.

Other than as stated above, Mr. Yung is not related to any directors, senior management, or substantial or controlling shareholders of the Company, and has not held any directorship in any other listed company in the last three years.

As at the Latest Practicable Date, Mr. Yung had a derivative interest in respect of 687,338 Shares in the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Yung does not have any interest in shares and/or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

There is a letter of appointment entered into between Mr. Yung and the Company. Mr. Yung, if re-elected, will be appointed as an Independent Non-executive Director with effect from the conclusion of the AGM for a term of not more than approximately 3 years expiring at the conclusion of the Company’s annual general meeting to be held in 2018, subject to earlier determination in accordance with the Bye-laws and/or applicable laws and regulations. The total amount of Mr. Yung’s emoluments as an Independent Non-executive Director, members of the Audit Committee, the Nomination Committee and the Remuneration Committee amounted to HK$200,000 for the year ended 31 December 2014. Mr. Yung is entitled to such Director’s fee and emoluments as may be approved by the Board in accordance with the Bye-laws. His emoluments will be determined by reference to job responsibilities, the prevailing market conditions of the industry and the Company’s remuneration policy, operating performance and profitability.

Save as disclosed above, in relation to the re-election of Mr. Yung as an Independent Non-executive Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

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NEW TIMES ENERGY CORPORATION LIMITED 新時代能源有限公司 [*]

(incorporated in Bermuda with limited liability)

(Stock Code: 00166)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ AGM ”) of New Times Energy Corporation Limited (the “ Company ”) will be held at 3/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Monday, 29 June 2015 at 11:30 a.m. for the following purposes:

As ordinary businesses:

1. To receive and consider the audited consolidated financial statements, the Directors’ Report and the Independent Auditor’s Report of the Company for the year ended 31 December 2014;

2. To re-elect the retiring directors of the Company (the “ Directors ”) and authorize the Company’s board of Directors (the “ Board ”) to fix the remuneration of the Directors;

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

And as special businesses, to consider and, if thought fit, to pass with or without amendments, the following as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “THAT:

2. (a) subject to paragraph (c) of this resolution, pursuant to the Listing Rules, the exercise by the Directors during the Relevant Period (as defined in paragraph (e) of this resolution) of all the powers of the Company to allot, issue and deal with ordinary shares of HK$0.01 each in the capital of the Company (the “ Shares ”) and to make and/or grant offers, agreements and options (including warrants, bonds, notes and debentures convertible into Shares) which would or might require the exercise of such powers 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 authorisation given to the Directors and shall authorize the Directors during the Relevant Period to make and/or grant offers, agreements and options (including warrants, bonds, notes and debentures convertible into Shares) which would or might require the exercise of such powers 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 Shares allotted, issued or dealt with, or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval given under paragraph (a) of this resolution, otherwise than pursuant to:

• (i) a Rights Issue (as defined in paragraph (e) of this resolution);

• (ii) the exercise of the subscription or conversion rights attaching to any warrants, bonds, notes or any other securities issued by the Company which are convertible into Shares;

• (iii) the exercise of options granted by the Company under any share option scheme or similar arrangement for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible person (if any) of Shares or rights to acquire Shares; or

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

shall not exceed 20 per cent. of the aggregate nominal amount of the Shares in issue at the date of the 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 the Bye-laws or the Companies Act 1981 of Bermuda (as amended) or any applicable laws 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 (the “ Shareholders ”) in general meeting;

and,

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NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means an offer of Shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusions 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) of this resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) of this resolution) of all the powers of the Company to repurchase issued Shares on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the securities of the Company may be listed and recognized for this purpose by the Securities and Futures Commission and the Stock Exchange, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange (as amended from time to time), be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of Shares which the Company is authorized to repurchase 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;

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 the Bye-laws or the Companies Act 1981 of Bermuda (as amended) or any applicable laws to be held; or

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

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NOTICE OF ANNUAL GENERAL MEETING

1. “THAT conditional upon the passing of resolutions no. 4 and no. 5 set out in the notice convening the AGM, the aggregate nominal amount of the number of Shares which are repurchased by the Company under the authority granted to the Directors as mentioned in the said resolution no. 5 shall be added to the aggregate nominal amount of share capital of the Company that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to the approval in the said resolution no. 4.”

By order of the Board New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman

Hong Kong, 30 April 2015

Head office and principal place of business Registered office Room 1402, 14/F Clarendon House New World Tower I 2 Church Street 16–18 Queen’s Road Hamilton HM 11 Hong Kong Bermuda

Notes:

• (1) Any Shareholder entitled to attend and vote at the AGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a Shareholder.

• (2) The form of proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

• (3) Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the AGM and in such event, the form of proxy shall be deemed to be revoked.

• (4) Where there are joint Shareholders, any one of such joint Shareholder may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint Shareholders be present at the above meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Shareholders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

• (5) The form of proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof.

• (6) The register of members of the Company will be closed on Monday, 29 June 2015, for the purpose of determining Shareholders’ entitlement to attend and vote at the AGM, during which day no transfers of shares will be registered. In order to eligible to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4: 30 p.m. on Friday, 26 June 2015.

• (7) The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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