GoFintech Quantum Innovation Limited — Capital/Financing Update 2007

Jun 29, 2007

NEW TIMES GROUP HOLDINGS LIMITED �� ! " # $ % & ' ( ) �[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 166)

ANNOUNCEMENT

Entering into of Memorandums of Understanding for Asset Acquisitions and Set up a Sino Foreign Joint Venture Company in the PRC.

The announcement is made pursuant to Rule 13.09(1) of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules).

On 28 June 2007, New Times Group Holdings limited (the “Company”) and three wholly-owned subsidiaries entered into four separate memorandums of understanding (“MOU”) relating to the purchases of certain assets and business, and formation of a joint venture. Information on the four MOUs are set out below.

(I) First MOU (“First MOU”)

The First MOU was entered into between a wholly-owned subsidiary (“Subsidiary A”), Party A, Party B and a company owned as to 80% and 20% by Party A and Party B respectively (“First Target”). Party A and Party B are individual and both are independent third parties not related to, or otherwise connect with, the Company, their subsidiaries, its substantial shareholders, chief executive and directors and any of their respective associates (as defined in the Listing Rules) (“Independent Third Party”).

The First MOU sets out the principal terms upon which Subsidiary A would acquire the entire equity interest in the First Target from Party A and Party B. It provides that Party A and Party B shall transfer their entire ownership in “Long Shan Xian Ye Hong Kuang Ye You Xiang Gong Si” (�� ! " # $ % & ' ( ) to the First Target such that the First Target will become the holding company of Ye Hong. The major asset of Ye Hong is the holding of the mining rights over two zinc mines in Hunan, one located at the “Hunan Sheng Long Shan Xian Xia Guang Yong Kuang Qu Qian Xin Kuang” (�� ! " # $ % & ' ( ) and another located at the “Hunan Province Long Shan Mu Ta Kuang Qu” (�� ! " # $ % & ' ). The total area of the two mines is about 5km[2] .

(II) Second MOU (the “Second MOU”)

The Second MOU was entered into between a wholly-owned subsidiary of the Company (“Subsidiary B”), Party C and a company wholly-owned by Party C (the “Second Target”). Party C is an individual and is an Independent Third Party.

The Second MOU sets out the principal terms upon which Subsidiary B would acquire the entire equity interest in the Second Target from Party C.

* For identification purposes only

The Second Target holds an effective approximately 51% interest in a project joint venture company established in Guizhou, the People’s Republic of China (the “Guizhou JV”). The other shareholders of the Guizhou JV are also Independent Third Parties. It is provided in the Second MOU that Guizhou JV’s major asset shall include an exploration right over a district at “Gui Zhou Sheng Hua Jie Di Qu He Zhang Xian” (�� ! " # $ % & ' ) with total area of about 19.09 km[2] , and that Guizhou JV would apply for a mining right over an area of about 1 km[2] in such district.

(III) Third MOU (the “Third MOU”)

The Third MOU was entered into between a wholly-owned subsidiary of the Company (“Subsidiary C”). Party D and a company wholly-owned by Part D (the “Third Target”). Party D is an individual and an Independent Third Party.

The Third MOU sets out the principal terms upon which Subsidiary C would acquire the entire equity interest in the Third Target from Party D. The Third Target will, as a result of an internal asset restructuring, become the immediate holding company of a zinc refinery plant located at “Gui Zhou Sheng Hua Jie Di Qu He Zhang Xian Cheng Guan Zheng Cheng Dong Gong Ye Qu” (�� �� ! " # $ % & ' % ( ) * ! ). The zinc refinery plant is presently owned by Party D.

(IV) The Fourth MOU (the “Fourth MOU”)

The Fourth MOU was entered into between the Company and “Xiang Yun Yien Fei Long Shi Ye You Xian” (�� ! " # $ % & ' ( ) (“Party E”) relating to a joint venture to be established between the Company and Party E for the establishment of a zinc electrolysis refinery factory. Party E is an Independent Third Party and owns the technology and intellectual property in “3+2 Leaching, Purification and Electrolysis” (the “Technical Knowhow”).

It is provided in the Fourth MOU that:

• (i) the Company and Party E will establish the refinery factory in �� Hunan, the People’s Republic of China with an annual output of 20,000 tonnes zinc products, with total investment of about RMB150 million. The shareholding will be 51% to the Company and 49% to Party E;

• (ii) Party E will provide the Technical Knowhow to the refinery factory at no cost and be responsible for controlling the production cost of the refinery factory at not more than RMB8,000 per tonne of production, and will be responsible for any amount in excess of RMB8,000 per tonne; and

• (iii) subject to the Company having acquired the assets referred to in First MOU and Second MOU, the Company will provide the source of raw material to the refinery plant at no cost, but the mining cost will be borne by the refinery factory.

Each of the First MOU, Second MOU, and Third MOU further provides that:

• (i) the consideration for the sale and purchase of the assets referred to in the relevant MOUs shall be agreed between the parties to the relevant MOU with reference to an independent valuation of the subject sale assets. Settlement of the consideration is subject to further negotiation, but could be in cash and/or promissory notes and/or new shares of the Company or a combination of the three. If the acquisition involves the issue of new shares by the Company, the issue price shall be the average of the closing prices of the Company’s shares as quoted on the Stock Exchange for the five trading days ended on the date of the first MOU. On this basis, the issue price would be HK$1.85 per share;

• (ii) each of the MOU is subject to the Company being satisfied with, among others, the valuation on the subject sale assets;

• (iii) Party A, Party B, Party C shall not discuss, enter into, negotiation with any other parties to transfer or otherwise dispose of their direct or indirect interests in the relevant sale asset during the period of 180 days from the date of the relevant MOUs; and

• (iv) each of the MOUs is conditional upon, among others, (a) the entering into a formal sale and purchase agreement between the relevant parties; and (b) the results of due diligence work on the business and operation of the relevant sale assets are to do the satisfaction of the Company.

Under the fourth MOU, Party E has also agreed to grant an exclusive period of 180 days to the Company not to negotiate or discuss with other parties on the project referred to in the Fourth MOU. The Fourth MOU is subject to the entering into a formal joint venture agreement between the Company and Party E.

Shareholders should note that formal agreements relation to the four MOUs may or may not be entered into by the relevant parties, accordingly the aforesaid acquisitions and/or joint venture may or may not proceed. Shareholders are advised the exercise caution in dealing in the securities of the Company.

Save for the above, the Directors confirm that there are no negotiations or agreements relating to intended acquisitions or realizations which are Discloseable under rule 13.23 of the Listing Rules, the Board is not aware of any matter discloseable under the general obligation imposed by rule 13.09 of the Listing Rules, which is or may be of a price-sensitive nature.

Made by the order of the Board, the Directors of which individually and jointly accept responsibility for the accuracy of this statement.

By order of the Board New Times Group Holdings Limited Tse On Kin Chairman

Hong Kong, 28 June 2007

As at the date of this announcement, the Board comprises eight Directors, of which three are executive Directors, namely Mr. Tse On Kin, Mr. Wu Jian Feng and Mr. Zhang Cheng Jie; two non-executive Directors, namely Mr. Chan Chi Yuen and Mr. Chan Chung Yin; and three independent non-executive Directors, namely Mr. Fung Chi Kin, Mr. Qian Zhi Hui and Mr. Chiu Wai On.