GoFintech Quantum Innovation Limited — Capital/Financing Update 2003

Jul 16, 2003

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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

(Incorporated in Bermuda with limited liability)

DISCLOSEABLE TRANSACTION

The Board announces that the Company’s indirect wholly owned subsidiary, Powerful Union, has entered into an agreement on 14 July 2003 with the Vendor for the acquisition of the entire issued share capital of Elegant Pool and the Sale Loan at a total consideration of HK$70,000,000.

The Acquisition constitutes a discloseable transaction of the Company under the Listing Rules and further details are set out below. A circular of the Company in relation to the Acquisition will be dispatched to the shareholders of the Company as soon as practicable.

THE AGREEMENT

Date:

14 July 2003

Parties:

• Vendor : Mr. Woo, who is independent of and not connected with the Directors, chief executive or substantial shareholders of the Company or its subsidiaries or any of their respective associates as defined under the Listing Rule; and

• Purchaser : Powerful Union.

Assets to be acquired:

Under the Agreement, the Purchaser agreed to purchase and the Vendor agreed to sell:

• (1) 100 shares of US$1 each in the issued capital of Elegant Pool, representing the entire issued share capital of Elegant Pool, at a consideration of HK$8,671,026; and

• (2) all the shareholder loan and monies owing from Elegant Pool to the Vendor as at the Completion Date at a consideration of HK$61,328,974.

As at the date of the Agreement, the Sale Loan was in the aggregate principal sum of HK$61,328,974.72.

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Total Consideration:

The total consideration of the Acquisition is HK$70,000,000, as to HK$8,671,026 being consideration for the Sale Shares and as to the balance of HK$61,328,974 being consideration for the Sale Loan.

The Consideration is to be satisfied by the Purchaser in cash in the following manner and by way of cheques or by other payment method as the Vendor and the Purchaser may agree:

• (1) HK$10,000,000 of the Consideration shall be paid by the Purchaser to the Vendor upon signing of the Agreement; and

• (2) balance of the Consideration in the sum of HK$60,000,000 shall be paid by the Purchaser to the Vendor upon Completion.

The said sum of HK$10,000,000 referred to in paragraph (1) above has been paid by the Purchaser to the Vendor on 14 July 2003, the date of signing of the Agreement.

The Consideration was determined by the parties after arm’s length negotiations by reference to the market value of the Beijing Properties indicated in a valuation report issued by Chung, Chan & Associates, Chartered Surveyors, a professional valuer appointed by the Purchaser, who is not connected person as defined under the Listing Rules and has relevant experience in valuation for property in the PRC, at about RMB80 million (equivalent to approximately HK$75.5 million) as at 8 July 2003 with reference to market comparables as well as by capitalization of the net income from the Beijing Tenancy Agreements for the tenancy periods, which is the methodology adopted in valuation when a property is subject to tenancy agreements and with allowance given for outgoings and where appropriate with provisions made for reversionary income potential (being an assumption adopted for assessing a higher rental income received after the expiry of the existing tenancy under normal market conditions) and the amount of the Sale Loan to be assigned to the Purchaser.

The Consideration will be funded by internal resources of the Company, which includes all proceeds from the rights issue of the Company as referred to in the Company’s announcement dated 7 May 2003.

Conditions:

Completion is conditional on the following conditions:

• (a) the Purchaser having completed its due diligence (including without limitation, legal, financial and commercial aspects) in respect of Elegant Pool and (if any) all members of Elegant Pool group of companies and the results of which are, in the absolute opinion of the Purchaser, satisfactory and acceptable to the Purchaser in all respects;

• (b) the Beijing Properties Agreement having been duly registered with the relevant government authorities in the PRC and the real estate ownership certificates of the Beijing Properties having been issued to and in the name of Elegant Pool within 6 months of the signing of the Agreement;

• (c) the Beijing Tenancy Agreements having been varied to such terms and conditions as the Purchaser shall in its sole discretion request and Elegant Pool having signed all the variation or supplemental agreements relating to the Beijing Tenancy Agreements with the respective tenants;

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• (d) the Vendor having provided the Purchaser with a certificate of good standing and a certificate of incumbency of Elegant Pool (which form and contents are subject to the prior approval of the Purchaser at its absolute discretion) by a British Virgin Islands law firm (acceptable to the Purchaser);

• (e) all necessary consents, permits and approval (whether governmental, regulatory or otherwise) as may be required for Elegant Pool in respect of the Agreement and the transactions contemplated hereunder having been obtained by the Vendor; and

• (f) all necessary consents, permits and approval (whether governmental, regulatory or otherwise) as may be required in respect of the Agreement and the transactions contemplated hereunder having been obtained by the Purchaser.

The Purchaser may at any time by notice in writing to the Vendor waive any of the above conditions (other than conditions (e) and (f)). However, the Purchaser currently has no intention to do so.

If the conditions set out above are not fulfilled or so waived on or before 5:00 p.m. on 31 January 2004 or such later date as the Purchaser may agree in writing, the Agreement will cease and determine and the parties to the Agreement shall not have any obligations and liabilities thereunder save for any antecedent breaches of the terms of the Agreement and all monies paid by the Purchaser to the Vendor thereunder shall be repaid to the Purchaser in full without any deduction forthwith. In such circumstances, the Company will immediately make an appropriate announcement.

Beijing Tenancy Agreements

The Beijing Properties are subject to the Beijing Tenancy Agreements, being three 5-year tenancy agreements commencing from 15 March 2003, 30 March 2003 and 20 April 2003 respectively, and a 4-year tenancy agreement commencing from 10 April 2003, and the total rent receivable is RMB593,430 (equivalent to approximately HK$559,839) per month. The use of the Beijing Properties under the Beijing Tenancy Agreements is for commercial purpose. The Beijing Tenancy Agreements can be terminated on certain circumstances such as non-payment of rent or subletting by the respective tenants. Upon Completion, the Beijing Properties will continue to be subject to the Beijing Tenancy Agreements.

Completion:

Completion will take place on the fifth Business Day after all the conditions set out in the paragraph headed “Conditions” in this announcement are satisfied or waived as the case may be, or such other date as the parties may agree.

INFORMATION ON ELEGANT POOL

Elegant Pool is a company incorporated with limited liability in the British Virgin Islands on 7 January 2003. Since its incorporation, it has been engaged solely in acquiring the Beijing Properties by entering into the Beijing Properties Agreement with an independent third party who is not a connected person to the Company as defined under the Listing Rules and settled the related consideration in full. As at the date of this announcement, Elegant Pool is applying for the issue of the real estate ownership certificates of the Beijing Properties in its name and it will become the legal and beneficial owner of the Beijing Properties upon completion of all relevant procedure with the PRC authorities.

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Based on the unaudited management accounts of Elegant Pool: a) its profit before and after taxation for the period from 7 January 2003 to 31 May 2003 were both HK$550,839.62 which was derived from the rental income of the Beijing Properties received for the month of May 2003 less operating expenses incurred; and b) its unaudited net asset value as at 31 May 2003 was HK$551,619.62 calculated as total assets which comprised the costs of the Beijing Properties and the rental receivables minus the total liabilities which comprised the Sale Loan to be acquired and the rental deposit received. There was no extraordinary items for the period from 7 January 2003 to 31 May 2003.

REASON FOR THE ACQUISITION

The Group is principally engaged in the provision of corporate finance and investment advisory services, manufacturing and trading of precision components processing equipment, and investment activities.

The Board considers that the terms of the Agreement are fair and reasonable and in the best interests of the Company. The Board also considers that the Acquisition will give the Group the opportunity to diversify its business in the PRC property market and broaden the earnings base of the Group with a view to maximize the return on the assets of the Group. It is also expected that through the leasing of the Beijing Properties pursuant to the Beijing Tenancy Agreements, the Acquisition will contribute additional operating profit to the Group and hence gives a positive effect on the overall earnings in future. In view of the above and the rental yield of the Beijing Properties, the Board considers that it is now a suitable time for the Company to engage in the Acquisition. In addition, as a result of the Acquisition, there is no adverse effect on the assets and liabilities of the Company. Elegant Pool will be an indirect wholly owned subsidiary of the Company after Completion. The Board expects that the Company will hold the Beijing Properties through Elegant Pool as a long term investment.

GENERAL

The Acquisition constitutes a discloseable transaction for the Company under the Listing Rules. A circular of the Company containing, among other matters, details of the Acquisition and information on the Company will be dispatched to the shareholders of the Company as soon as practicable.

DEFINITIONS

“Acquisition” the acquisition of the Sale Shares and the Sale Loan by the Purchaser under the Agreement “Agreement” a conditional agreement dated 14 July 2003 entered into between the Vendor and the Purchaser in respect of the Acquisition “Beijing Properties” Shop spaces within Axes 1-10, 10-15, 16-22 and 28-32 on 1st Level and Shop spaces within Axes 1-10, 10-15, 16-22 and 28-32 on 2nd Level, Buildings Nos.1, 2 and 3, Wan Di Ming Yuan, No.39 Xi Si Huan Zhong Road, Hai Din District, Beijing, Hebei Province, PRC, which are of a total gross floor area of approximately 4,550.94 square meters and are all occupied and subject to the Beijing Tenancy Agreements

“Beijing Properties Agreement” the contract which has been signed by Elegant Pool on 30 April 2003 for acquiring the Beijing Properties

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“Beijing Tenancy Agreements”	four tenancy agreements which all the Beijing Properties are and will be
	subject to upon Completion
“Board”	the board of Directors
“Business Day”	a day (other than Saturdays and days on which a tropic cyclone warning
	No. 8 or above or a rainstorm warning signal is hoisted in Hong Kong at
	any time between 9:00 a.m. and 5:00 p.m.) on which banks in Hong
	Kong are generally open for the transaction of normal banking business
“Company”	New Times Group Holdings Limited, a company incorporated in Bermuda
	with limited liability, the shares of which are listed on the Stock
	Exchange
“Completion”	Completion of the Agreement
“Completion Date”	the date of Completion, which is expected to be on or before 6 February
	2004
“Consideration”	the total sum of HK$70,000,000
“Directors”	the directors, including independent non-executive directors, of the
	Company
“Elegant Pool”	Elegant Pool Limited, a company incorporated in the British Virgin
	Islands with limited liability and is beneficially and wholly owned by
	the Vendor
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of PRC
“Listing Rules”	The Rules Governing the Listing of Securities on the Stock Exchange
“PRC”	The People’s Republic of China
“Purchaser” or	Powerful Union Limited, a company incorporated in the British Virgin
“Powerful Union”	Islands with limited liability, which is an indirect wholly owned
	subsidiary of the Company
“Sale Loan”	all the shareholder loan and monies owing from Elegant Pool to the
	Vendor as at the Completion Date and to be assigned by the Vendor to
	the Purchaser pursuant to the Agreement
“Sale Shares”	100 shares of US$1 each in the issued share capital of Elegant Pool,
	which are beneficially owned by the Vendor and to be purchased by the
	Purchaser

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“Stock Exchange” The Stock Exchange of Hong Kong Limited “Vendor” or “Mr. Woo” Mr. Woo Chun Kei, Jackie “HK$” Hong Kong dollars, the lawful currency of Hong Kong “RMB” Renminbi, the lawful currency of the PRC “%” per cent.

For and on behalf of New Times Group Holdings Limited Cheong Tin Yau Chairman

Hong Kong, 16 July 2003

• For identification purpose only

Conversion of RMB into HK$ is based on the exchange rate of RMB1.06 = HK$1.00.

“Please also refer to the published version of this announcement in China Daily”.

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