GoFintech Quantum Innovation Limited — AGM Information 2017

Apr 28, 2017

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 the Company, 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)

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

Capitalised terms used in this cover page have the same meanings as defined in this circular.

A notice convening the AGM of the Company to be held at Portion 2, 12/F, The Center, 99 Queen’s Road Central, Central, Hong Kong, on Thursday, 1 June 2017 at 11:00 a.m. is set out on pages 18 to 22 of this circular. A form of proxy for use at the AGM is enclosed with this circular.

Whether or not you are able to attend the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it 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 as soon as possible and in any event not less than forty-eight (48) hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the enclosed form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned thereof should you so wish.

28 April 2017

• For identification purpose only

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Issue Mandate, Repurchase Mandate and Extension Mandate . . . . . . . . . . . . . . . . . . .	5
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I – Explanatory Statement on Repurchase of Shares . . . . . . . . . . . . . . . . .	9
Appendix II – Details of Retiring Directors Proposed for Re-election. . . . . . . . . . . . .	14
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

– i –

DEFINITIONS

In this circular (other than in the notice of AGM), 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 Portion 2, 12/F, The Center, 99 Queen’s Road Central, Central, Hong Kong, on Thursday, 1 June 2017 at 11:00 a.m. or any adjournment thereof;

• “associate(s)”

• has the same meaning ascribed to it under the Listing Rules;

• “Board”

the board of Directors;

• “Bye-Laws”

• the bye-laws of the Company, as amended from time to time;

• “Company”

• New Times Energy Corporation Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the main board of the Stock Exchange;

• “core connected person(s)” has the same meaning ascribed to it under the Listing Rules;

• “controlling shareholder(s)” has the same meaning ascribed to it under the Listing Rules;

• “Director(s)”

• the director(s) of the Company;

• “Extension Mandate”

a general and unconditional mandate to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate;

• “HK$”

Hong Kong dollars, the lawful currency of Hong Kong;

• “Hong Kong”

the Hong Kong Special Administrative Region of the PRC;

– 1 –

DEFINITIONS

• “Issue Mandate” a general and unconditional mandate to the Directors to exercise all the powers of the Company to allot, issue and otherwise deal with additional Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing the relevant resolution;

• “Latest Practicable Date” 24 April 2017, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular;

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time;

• “PRC” the People’s Republic of China, which for the purpose of this circular, excludes Hong Kong, Macao Special Administrative Region of the PRC and Taiwan;

• “Repurchase Mandate” a general and unconditional mandate to the Directors to exercise all the powers of the Company to repurchase Shares not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of the relevant resolution;

• “SFO” the Securities and Futures Ordinance of Hong Kong, Chapter 571 of the Laws of Hong Kong (as amended, supplemented or otherwise modified from time to time);

• “Share(s)” ordinary shares of HK$0.01 each in the issued share capital of the Company;

• “Share Repurchase Code” the Hong Kong Code on Share Repurchases issued by the Securities and Futures Commission of Hong Kong;

• “Shareholder(s)” the holder(s) of the Share(s); “Stock Exchange” The Stock Exchange of Hong Kong Limited;

– 2 –

DEFINITIONS

“substantial shareholder(s)” has the same meaning ascribed to it under the Listing Rules; “Takeovers Code” the Hong Kong Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong; “USA” the United States of America; and “%” per cent.

– 3 –

LETTER FROM THE BOARD

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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 Mr. Zhang Kun

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

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

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

28 April 2017

To the Shareholders

Dear Sir or Madam,

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

INTRODUCTION

The purpose of this circular is to provide you with the notice of AGM and information regarding the resolutions to be proposed at the AGM relating to, among other things, (i) the granting of the Issue Mandate to the Directors; (ii) the granting of the Repurchase Mandate to the Directors; (iii) the granting of the Extension Mandate to the Directors; and (iv) the re-election of retiring Directors.

• For identification purpose only

– 4 –

LETTER FROM THE BOARD

ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

At the annual general meeting of the Company held on 31 May 2016, ordinary resolutions were passed for the granting of general mandates to the Directors (i) to allot, issue and deal with up to 500,064,398 new Shares, representing 20% of the aggregate nominal value of the share capital of the Company in issue as at 31 May 2016; (ii) to repurchase Shares up to a maximum of 10% of the aggregate nominal value of the share capital of the Company in issue as at 31 May 2016; and (iii) to extend the general mandate to increase the number of Shares to be issued and allotted by an additional number representing such number of Shares repurchased. The above general mandates will lapse at the conclusion of the forthcoming AGM.

As set out in the announcements of the Company dated 28 October 2016 and 4 November 2016, the Company allotted and issued 500,000,000 Shares at the subscription price of HK$0.22 per Share pursuant to the general mandate to issue Shares granted from (i) above for a share subscription.

As set out in the announcements of the Company dated 13 February 2017 and 15 March 2017, the circular of the Company dated 28 February 2017 and the offering memorandum of the Company dated 27 March 2017, the Company proposed an open offer on the basis of one offer share for every two shares held on 21 March 2017 at the subscription price of HK$0.25 per offer share. The open offer was completed on 21 April 2017 and the issued share capital of the Company has increased from 5,910,321,992 to 8,865,482,988.

In order to provide continual flexibility to the Directors, the following resolutions (among other matters) will be proposed at the AGM:

• (a) to grant the Issue Mandate to the Directors, i.e. to exercise all the powers of the Company to allot, issue and otherwise deal with additional Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of such resolution;

• (b) to grant the Repurchase Mandate to the Directors, i.e. to exercise all the powers of the Company to repurchase Shares up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of such resolution; and

• (c) to grant the Extension Mandate, i.e. to increase the number of Shares to be issued and allotted under the Issue Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.

– 5 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company had an aggregate of 8,865,482,988 Shares in issue. Subject to the passing of the proposed resolution for the grant of the Issue Mandate and on the basis that no Shares are allotted and issued or repurchased by the Company prior to the AGM, the Company would be allowed under the Issue Mandate (if approved by the Shareholders at the AGM) to issue up to a maximum of 1,773,096,597 Shares.

Further, subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that no Shares are allotted and issued or repurchased by the Company prior to the AGM, the Company would be allowed under the Repurchase Mandate (if approved by the Shareholders at the AGM) to repurchase up to a maximum of 886,548,298 Shares.

Each of the Issue Mandate and Repurchase Mandate, if approved, will continue in force until the earliest of: (i) the conclusion of the next annual general meeting of the Company following the AGM; or (ii) the end of the period within which the Company is required by the memorandum of association and the Bye-Laws or any other applicable laws of Bermuda; or (iii) the revocation and variation of the authority given under such resolution by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company following the AGM.

Under the Listing Rules, the Company is required to give the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution for the grant of the Repurchase Mandate to the Directors. The explanatory statement required by the Listing Rules is set out in Appendix I to this circular.

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to the bye-law 87 of the Bye-Laws and to comply with the code provision A.4.2 of the Corporate Governance Code as set out in Appendix 14 of the Listing Rules, 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 AGM at which he retires.

Accordingly, the Directors, namely, Mr. Cheng Ming Kit, Mr. Chan Chi Yuen and Mr. Yung Chun Fai, Dickie will retire as Directors by rotation at the AGM and being eligible, offer themselves for re-election at the same meeting.

Biographical details of the aforementioned retiring Directors who are proposed to be reelected at the AGM are set out in Appendix II to this circular.

– 6 –

LETTER FROM THE BOARD

AGM AND PROXY ARRANGEMENT

A notice convening the AGM to be held at Portion 2, 12/F, The Center, 99 Queen’s Road Central, Central, Hong Kong, on Thursday, 1 June 2017 at 11:00 a.m. is set out on pages 18 to 22 of this circular. At the AGM, in addition to the ordinary businesses of the meeting, resolutions will be proposed for approval on the proposed Issue Mandate, Repurchase Mandate and Extension Mandate as special businesses.

A form of proxy for use by the Shareholders at the AGM is enclosed with this circular. Whether or not you intend to attend and vote at the AGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same 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 as soon as possible and in any event not less than forty-eight (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 the Shareholders from attending and voting in person at the AGM or any adjourned meeting should the Shareholders so wish.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders to be taken at the AGM shall be taken by poll, except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or matter to be voted on by a show of hands. Therefore, the chairman of the AGM will demand a poll for all the resolutions to be put forward at the AGM pursuant to bye-law 66 of the Bye-Laws. The Company will appoint scrutineers to handle vote-taking procedures at the AGM. The results of the poll will be published on the websites of the Stock Exchange and the Company as soon as possible after the AGM in accordance with Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Board is pleased to recommend all of the retiring Directors to stand for re-election by Shareholders as Directors. The Directors also consider that the proposed resolutions set out in the notice of AGM, including the granting of Issue Mandate, Repurchase Mandate and Extension Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders to vote in favour of the ordinary resolutions to be proposed at the AGM as set out in the notice of AGM.

– 7 –

LETTER FROM THE BOARD

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.

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

– 8 –

EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

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 in connection with the Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the authorised share capital of the Company was HK$2,000,000,000 divided into 200,000,000,000 Shares, among which an aggregate of 8,865,482,988 Shares were issued and fully paid-up.

Subject to the passing of the relevant ordinary resolution at the AGM approving the Repurchase Mandate and on the basis that no further Shares will be allotted and issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase up to a maximum of 886,548,298 Shares until the earliest of: (i) the conclusion of the next annual general meeting of the Company following the AGM; or (ii) the end of the period within which the Company is required by the memorandum of association and the Bye-Laws or any other applicable laws of Bermuda; or (iii) the revocation and variation of the authority given under such resolution by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company following the AGM.

REASONS FOR REPURCHASES

The Directors believe that the proposed grant of the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. The Repurchase Mandate will give the Company the flexibility to repurchase Shares as and when appropriate. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share 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 as a whole.

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 interest of the Company and the Shareholders as a whole.

FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such repurchase in accordance with the memorandum of association and Bye-Laws of the Company, the Listing Rules, the laws of Bermuda, and other applicable laws. 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.

– 9 –

EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

APPENDIX I

IMPACT ON WORKING CAPITAL OR GEARING POSITION

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. 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 its most recent published audited financial statements contained in the annual report of the Company for the year ended 31 December 2016) in the event that the Repurchase Mandate is exercised in full.

DISCLOSURE OF INTERESTS

As at the Lastest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, none of the Directors nor, any of their respective associates have a present intention to sell Shares to the Company if the Repurchase Mandate is approved by the Shareholders.

No core connected persons of the Company have notified the Company that they have a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Company is authorised to make repurchases of Shares.

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Bye-Laws and the applicable laws of Bermuda.

EFFECT OF THE 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 of voting rights for the purposes of Rule 32 of the Takeovers Code and Rule 6 of the Share Repurchase Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (with the meaning of the Takeovers Code), 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.

– 10 –

EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

APPENDIX I

As at the Latest Practicable Date, according to the registers required to be kept by the Company under section 336 of the SFO, and to the best knowledge and belief of the Directors, the following Shareholders were directly or indirectly, interested in 5% or more of the Company’s issued share capital:–

			Percentage of
	Number of	Percentage of	shareholding
	Shares held	shareholding	if the
	as at	as at	Repurchase
	the Latest	the Latest	Mandate is
Name	Practical Date	Practical Date	exercised in full
		(note (viii))
Max Sun Enterprises Limited
(“Max Sun”) (note (i))	5,737,129,098	64.71%	71.90%
Chow Tai Fook Nominee Limited
(“CTFNL”) (note (ii))	5,737,129,098	64.71%	71.90%
Chow Tai Fook (Holding) Limited
(“CTFHL”) (note (iii))	5,761,900,848	64.99%	72.21%
Chow Tai Fook Capital Limited
(“CTFC”) (note (iv))	5,761,900,848	64.99%	72.21%
Cheng Yu Tung Family (Holdings)
Limited (“CYTFH”) (note (v))	5,761,900,848	64.99%	72.21%
Cheng Yu Tung Family (Holdings II)
Limited (“CYTFH-II”) (note (vi))	5,761,900,848	64.99%	72.21%
Elberta Holdings Limited (note (vii))	529,900,000	5.98%	6.64%
Note:

• (i) The entire issued share capital of Max Sun is legally and beneficially owned by CTFNL.

• (ii) CTFNL holds 100% direct interest in Max Sun and is accordingly deemed to have an interest in the interests held by Max Sun.

• (iii) CTFHL holds 99.80% direct interest in CTFNL and is accordingly deemed to have an interest in the interests of CTFNL.

• (iv) CTFC holds 81.03% direct interest in CTFHL and is accordingly deemed to have an interest in the interests of CTFHL.

• (v) CYTFH holds 48.98% direct interest in CTFC and is accordingly deemed to have an interest in the interests of CTFC.

• (vi) CYTFH-II holds 46.65% direct interest in CTFC and is accordingly deemed to have an interest in the interests of CTFC.

• (vii) Based on the publicly information available as at the Latest Practicable Date.

• (viii) The approximate percentage of interests held was calculated on the basis of 8,865,482,988 ordinary Shares of the Company in issue as at the Latest Practicable Date.

– 11 –

APPENDIX I

EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

On 16 July 2012, pursuant to the conditional warrant subscription agreement dated 29 May 2012 entered into between the Company and Max Sun, the substantial Shareholder of the Company, a total of 100,000,000 unlisted warrants was issued by the Company to Max Sun at an issue price of HK$0.02 conferring the rights to subscribe for an aggregate of 100,000,000 Shares at an exercise price of HK$1.05 per Share. Upon the completion of open offer in January 2015, the exercise price of the unlisted warrants was adjusted from HK$1.05 to HK$0.86 per Share. As a result, the rights attached to the unlisted warrants to subscribe Shares were adjusted from 100,000,000 Shares to 122,093,023 Shares. Such unlisted warrants shall be due on 15 July 2017.

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 or none of the warrants held by Max Sun had been exercised 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 71.90% of the reduced issued share capital of the Company immediately after the exercise in full of the Repurchase Mandate. The Directors are not aware of any consequences 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 (whether on the Stock Exchange or otherwise) have been made by the Company during the last six months immediately preceding the Latest Practicable Date.

– 12 –

EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

APPENDIX I

SHARE PRICES

The highest and lowest prices at which the Shares were 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$
2016
April	0.162*	0.137*
May	0.186*	0.143*
June	0.184*	0.154*
July	0.181*	0.158*
August	0.178*	0.153*
September	0.211*	0.154*
October	0.314*	0.189*
November	0.260*	0.221*
December	0.245*	0.197*
2017
January	0.285*	0.204*
February	0.275*	0.237*
March	0.275	0.248
April (up to Latest Practicable Date)	0.315	0.247

• adjusted retroactively to take into account of the open offer as detailed in the circular of the Company dated 28 February 2017 and the offering memorandum of the Company dated 27 March 2017

– 13 –

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Pursuant to the Listing Rules, stated below are the biographical details of the Directors who will retire and be eligible offer themselves for re-election at the AGM:

EXECUTIVE DIRECTORS

Mr. CHENG Ming Kit

Mr. CHENG Ming Kit, aged 42, was appointed as an Executive Director in October 2009 and the Chief Executive Officer in March 2012. Mr. Cheng resigned as the Chief Executive Officer on 19 August 2015. Mr. Cheng holds a Bachelor’s degree in Commerce from the University of Alberta, Canada and a Master’s degree in Business Administration from the University of North Carolina, Charlotte, USA.

Mr. Cheng has over 10 years of experience in merger and acquisition, capital markets and corporate finance. He also has extensive investment and management experience in the energy business in Hong Kong, the PRC and overseas. He served various positions with New World Development Company Limited, a company listed on the Stock Exchange, and was responsible for corporate finance, fund raising and real estate activities in the PRC. From 2003 to 2008, Mr. Cheng was involved in the investment and operations in the gold mining industry in the PRC and held various senior positions in a mining company listed on the Toronto Stock Exchange Venture Board with mining and exploration operations in the PRC. Mr. Cheng is currently an executive director and the co-chairman of Beijing Gas Blue Sky Holdings Limited (formerly known as “Blue Sky Power Holdings Limited”), which shares are listed on the Stock Exchange. He was an executive director of Grand T G Gold Holdings Limited from November 2008 to June 2009, which shares are listed on the Stock Exchange.

Mr. Cheng is the nephew of Mr. Cheng Kam Chiu, Stewart, the Chairman and an Executive Director 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 other public companies which are listed on any securities market in Hong Kong or overseas in the last three years.

As at the Latest Practicable Date, 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).

– 14 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Cheng has entered into a service contract and a letter of appointment with the Company. According to the service contract, 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 three (3) years expiring at the conclusion of the Company’s annual general meeting to be held in 2020, 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 2016 was HK$984,000, which comprised the fixed annual salary of HK$816,000, the discretionary bonuses pegged to performance of HK$150,000 and the retirement scheme contributions of HK$18,000. Mr. Cheng is entitled to such 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. 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.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. CHAN Chi Yuen

Mr. CHAN Chi Yuen, aged 50, 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 honours in Business Administration and a Master of Science degree with distinction in Corporate Governance and Directorship. He is a fellow member of the Hong Kong Institute of Certified Public Accountants, the Association of Chartered Certified Accountants and the Institute of Chartered Accountants in England and Wales. He is a practicing certified public accountant and has extensive experience in financial management, corporate development, corporate finance and corporate governance.

Mr. Chan is currently an executive director of Noble Century Investment Holdings Limited, e-Kong Group Limited and Royal Century Resources Holdings Limited (formerly known as “Kate China Holdings Limited”), and an independent non-executive director of Affluent Partners Holdings Limited (formerly known as “Man Sang Jewellery Holdings Limited”), Asia Energy Logistics Group Limited, China Baoli Technologies Holdings Limited (formerly known as “REX Global Entertainment Holdings Limited”), Jun Yang Financial Holdings Limited, Media Asia Group Holdings Limited, Leyou Technologies 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, South East Group Limited (currently known as “China Minsheng Drawin Technology Group Limited”) from December 2013 to July 2015 and Co-Prosperity Holdings Limited from December 2014 to October 2015, and an independent non-executive director of China Sandi Holdings Limited from September 2009 to July 2014.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

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 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 three (3) years expiring at the conclusion of the Company’s annual general meeting to be held in 2020, 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 chairmen of the Nomination Committee and the Remuneration Committee amounted to HK$200,000 for the year ended 31 December 2016. Mr. Chan is entitled to such Director’s fee and emoluments as may be approved by the Board in accordance with the ByeLaws. 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 Nonexecutive 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

Mr. YUNG Chun Fai, Dickie, aged 64, 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 deputy chief executive officer of Industrial & Commercial Bank of China (Macau) Limited and an executive director, deputy general manager and alternate chief executive officer of Industrial & Commercial International Capital Limited (currently known as “ICBC International Holdings Limited”), a wholly owned subsidiary of Industrial & Commercial Bank of China Limited.

Mr. Yung is currently the chief executive officer of Landbridge Holdings Limited, a wholly-owned subsidiary of Landbridge Group which is principally engaged in port logistics, petrochemicals, timber trading and real estate development.

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.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, 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 three (3) years expiring at the conclusion of the Company’s annual general meeting to be held in 2020, 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 2016. 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 Nonexecutive 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 AGM

==> picture [89 x 62] intentionally omitted <==

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 Portion 2, 12/F, The Center, 99 Queen’s Road Central, Central, Hong Kong, on Thursday, 1 June 2017 at 11:00 a.m. (or an adjournment thereof) to consider and, if though fit, pass with or without modification the following resolutions as ordinary resolutions:

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 2016;

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

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

SPECIAL BUSINESSES

As special business, to consider and, if thought fit, to pass with or without modifications the following resolutions as ordinary resolutions:

1. “ THAT :

2. (a) subject to paragraph (c) of this resolution, pursuant to the Rules Governing the Listing Securities of The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), the exercise by the Directors during the Relevant Period (as hereinafter defined) 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 ”) or 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;

• For identification purpose only

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NOTICE OF AGM

• (b) the approval in paragraph (a) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) 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;

• (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 hereinafter defined);

• (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 share capital of the Company 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

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NOTICE OF AGM

• (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,

“ 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 recognised regulatory body or any stock exchange in, any territory outside Hong Kong).”

5. “ THAT :

• (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 recognised 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;

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NOTICE OF AGM

• (b) the aggregate nominal amount of Shares which the Company is authorised 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;

• (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

• (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.”

• “ 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, 28 April 2017

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NOTICE OF AGM

Head office and principal place of business in Hong Kong Room 1402, 14/F New World Tower I 16-18 Queen’s Road Central Hong Kong

Registered office Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Notes:

• (1) Any shareholder of the Company (the “ Shareholder ( s )”) 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 authorised 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 forty-eight (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 from Friday, 26 May 2017 to Thursday, 1 June 2017 (both days inclusive), 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 no later than 4:30 p.m. on Thursday, 25 May 2017.

• (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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