GoFintech Quantum Innovation Limited — Capital/Financing Update 2007

May 17, 2007

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 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)

(Stock Code: 166)

(I) PLACING OF EXISTING SHARES AND TOP-UP SUBSCRIPTION OF NEW SHARES; AND (II) SUBSCRIPTION OF NEW SHARES; AND

(III) RESUMPTION OF TRADING

Placing agent for the top-up placing

Goldbond Securities Limited

Placing and Top-Up Subscription

On 16 May 2007, the Company entered into the Placing Agreement and the Top-up Subscription Agreement with respectively the Placing Agent and the Vendor, and the Vendor.

Pursuant to the Placing Agreement, the Vendor agreed to place, through the Placing Agent, an aggregate of 30,000,000 Shares on a best endeavour basis with Placee(s) who and whose ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined in the Listing Rules), at the price of HK$0.87 per Placing Share. Pursuant to the Top-up Subscription Agreement, the Vendor conditionally agrees to subscribe for and the Company agrees to allot and issue to the Vendor 30,000,000 Top-up Subscription Shares at the price of HK$0.87 per Top-up Subscription Share.

The Placing Shares or the Top-up Subscription Shares represent (i) approximately 5.39% of the existing issued share capital of the Company divided into 556,305,030 Shares; and (ii) approximately 4.57% of the issued share capital of the Company divided into 656,305,030 Shares as enlarged by the issue of the Old Top-Up Subscription Shares and the Top-up Subscription Shares.

The Placing Price (or the Top-Up Subscription Price) of HK$0.87 represents (i) a discount of about 9.38% to the closing price of HK$0.96 per Share as quoted on the Stock Exchange on the Last Trading Date; (ii) a premium of about 17.25% to the average closing price per Share of HK$0.742 as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Date; and (iii) a premium of about 30.04% to the average closing price per Share of HK$0.669 as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Date.

The Top-Up Subscription is conditional upon, among other things, (i) the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Top-up Subscription Shares, and (ii) completion of the Placing.

Share Subscription

On 16 May 2007, the Company entered into a Share Subscription Agreement with each of the Share Subscribers. Pursuant to the Share Subscription Agreement, each of the Share Subscribers agrees to subscribe and the Company agrees to allot and issue in aggregate 10,000,000 Subscription Shares to the Share Subscribers for cash consideration at a price of HK$0.87 each.

The 10,000,000 Subscription Shares represent (i) about 1.80% of the existing issued share capital of the Company divided into 556,305,030 Shares; and (ii) approximately 1.50% of the issued share capital of the Company divided into 666,305,030 Shares as enlarged by the Old Top-Up Subscription, the Top-up Subscription and the Share Subscription.

The subscription price of HK$0.87 per Subscription Share represents (i) a discount of about 9.38% to the closing price of HK$0.96 per Share as quoted on the Stock Exchange on the Last Trading Date; (ii) a premium of about 17.25% to the average closing price per Share of HK$0.742 as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Date; and (iii) a premium of about 30.04% to the average closing price per Share of HK$0.669 as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Date.

The Share Subscription is conditional upon, among other things, the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Subscription Shares.

Both the net proceeds in aggregate of about HK$25.30 million from the Top-Up Subscription and the net proceeds in aggregate of about HK$8.70 million from the Share Subscription are intended to be used for general working capital and/or possible investment in the future.

Resumption of trading

Trading of the Shares on the Stock Exchange was suspended at the request of the Company from 9:30 a.m. on 16 May 2007 pending the issue of this announcement. Application has been made to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange at 9:30 a.m. on 17 May 2007.

THE PLACING AGREEMENT Date

16 May 2007

Parties involved

The Company, the Placing Agent and the Vendor

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Placing Agent

The Placing Agent will receive a placing commission of 2.5% of the gross proceeds of the Placing paid by the Company, which was arrived at after arm’s length negotiations between the Company and the Placing Agent and the Directors consider such rate of commission fair and reasonable. The Placing Agent and its ultimate beneficial owners are independent third parties independent of the Company and its connected persons (as defined in the Listing Rules).

Placees

The Placing Agent agreed to place the Placing Shares on a best endeavour basis to institutional and individual investors (the “Placees”). The Placees and their ultimate beneficial owners shall be third parties independent of the Company and its connected persons (as defined in the Listing Rules).

The Placing Agent procured nine institutional and individual investors as Placees.

Placing Price

The Placing Price (or the Subscription Price) of HK$0.87 represent (i) a discount of about 9.38% to the closing price of HK$0.96 per Share as quoted on the Stock Exchange on the Last Trading Date; (ii) a premium of about 17.25% to the average closing price per Share of HK$0.742 as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Date; and (iii) a premium of about 30.04% to the average closing price per Share of HK$0.669 as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Date.

The Placing Price was determined with reference to the prevailing market price of the Shares and was negotiated on an arm’s length basis between the parties to the Placing Agreement. The Directors consider that the terms of the Placing are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.

The Placing Shares

The 30,000,000 Placing Shares or the Top-up Subscription Shares represent (i) approximately 5.39% of the existing issued share capital of the Company divided into 556,305,030 Shares; and (ii) approximately 4.57% of the issued share capital of the Company divided into 656,305,030 Shares as enlarged by the issue of the Old Top-Up Subscription Shares and the Top-up Subscription Shares.

Ranking of the Placing Shares

The Placing Shares rank pari passu in all respects among themselves and with Shares in issue as at the date of this announcement.

Condition of the Placing

The Placing is unconditional.

Completion

The Placing is expected to be completed 21 May 2007 or such later date as may be agreed by the Company, the Placing Agent and the Vendor.

THE TOP-UP SUBSCRIPTION AGREEMENT

Date

16 May 2007

Parties involved

The Vendor and the Company

Top-Up Subscription Price

The Top-Up Subscription Price is HK$0.87 per Share, which is equivalent to the Placing Price and was determined after arm’s length negotiation between the Company and the Vendor with reference to the Placing Price. The net price for the Top-Up Subscription after deduction of the aggregate expenses and costs to be borne by the Company is HK$0.84 per Share.

Number of Top-up Subscription Shares

The Top-Up Subscription involves 30,000,000 Top-up Subscription Shares, equivalent to the number of Placing Shares.

Ranking

The Top-up Subscription Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with the Shares in issue at the time of the issue and allotment of the Top-up Subscription Shares.

Conditions

The Top-up Subscription is conditional upon:

• (i) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Top-up Subscription Shares;

(ii) completion of the Placing; and

(iii) if necessary, the Bermuda Monetary Authority approving or agreeing to approve the allotment, issue and subsequent transfer of the Topup Subscription Shares.

Application will be made to the Stock Exchange to grant the listing of, and permission to deal in, the Top-up Subscription Shares.

Completion

Under Rule 14A.31(3)(d) of the Listing Rules, the Top-up Subscription must be completed within 14 days from the date of the Top-up Subscription Agreement and the Placing Agreement, that is, on or before 30 May 2007.

In the event that the conditions to the Top-up Subscription are not fulfilled by 30 May 2007, the Company and the Vendor may elect, subject to compliance with all the requirements in relation to connected transaction under the Listing Rules (including the Shareholders’ approval), to postpone completion of the Top-up Subscription to a later date to be agreed between the Company and the Vendor.

SHARE SUBSCRIPTION AGREEMENTS

Date

16 May 2007

Parties involved

1) Mr. Huang Bang Hua (for 5,000,000 Shares) and the Company

• 2) Ample Talent Development Group Limited (for 5,000,000 Shares) and the Company

The Share Subscribers are merchants from the PRC and were acquainted with the management of the Company during recent social events. To the best of the Directors’ knowledge, the Share Subscribers and their ultimate beneficial owners, where applicable, are independent of each other and are not connected with the Company and its connected persons (as defined under the Listing Rules).

Subscription Shares

The aggregate of 10,000,000 Subscription Shares represent (i) about 1.80% of the existing issued share capital of the Company divided into 556,305,030 Shares; and (ii) approximately 1.50% of the issued share capital of the Company divided into 666,305,030 Shares as enlarged by the Old Top-Up Subscription, the Top-up Subscription and the Share Subscription.

The Subscription Shares when issued will rank pari passu with all other Shares then in issue.

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Subscription Price

The subscription price of HK$0.87 per Subscription Share represents (i) a discount of about 9.38% to the closing price of HK$0.96 per Share as quoted on the Stock Exchange on the Last Trading Date; (ii) a premium of about 17.25% to the average closing price per Share of HK$0.742 as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Date; and (iii) a premium of about 30.04% to the average closing price per Share of HK$0.669 as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Date. The net price for the Share Subscription is HK$0.87 per Share.

Conditions

The Share Subscription is conditional upon:

• (i) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subscription Shares; and

• (ii) if necessary, the Bermuda Monetary Authority approving or agreeing to approve the allotment, issue and subsequent transfer of the Subscription Shares.

The conditions set out above cannot be waived by the Company and the Share Subscribers.

In the event that the above conditions are not fulfilled on or before the date falling 60 days from the date of the Share Subscription Agreements (or such other later date as may be agreed between the Share Subscribers and the Company), the Share Subscription Agreements shall lapse and become null and void and the parties thereto shall be released from all obligations thereunder, save for any liability arising out of any antecedent breaches thereof.

Application will be made to the Stock Exchange to grant the listing of, and permission to deal in, the Subscription Shares.

Completion

The Share Subscription is to be completed on or before the third business day after satisfaction of the above-mentioned conditions (or such later date as may be agreed among the parties thereto).

MANDATE TO ISSUE TOP-UP SUBSCRIPTION SHARES

The Top-up Subscription Shares and the Subscription Shares will be allotted and issued under the general mandate granted to the Directors pursuant to a resolution passed at the special general meeting of the Company held on 16 April 2007 (“SGM”), subject to the limit of up to 20% of the issued share capital of the Company as at the date of passing such resolution at the SGM (i.e. 111,261,006 Shares). The Company has exercised approximately 12.58% out of such 20% general mandate to allot and issue 70,000,000 Shares pursuant to the top-up placing as disclosed in its announcement dated 14 May 2007 prior to the Top-Up Subscription and the Share Subscription.

EFFECT ON SHAREHOLDING STRUCTURE

							Immediately		Immediately
					Immediately		after the		after the
	Immediately		Immediately		after the Placing		Placing and		Placing and the		Immediately
	before the Old		after the Old		but before		the Top-Up		Share		after the
	Top-Up		Top-Up		the Top-Up		Subscription		Subscription		Top-Up
	Subscription		Subscription		Subscription		but before		but before the		Subscription
Name of	and the		but before the		and the Share		the Share		Top-Up		and the Share
shareholders	Placing	%	Placing	%	Subscription	%	Subscription	%	Subscription	%	Subscription	%
Kistefos Investment A.S.	62,400,000	11.22	62,400,000	9.96	62,400,000	9.96	62,400,000	9.51	62,400,000	9.81	62,400,000	9.37
Vendor	119,712,500	21.52	119,712,500	19.11	89,712,500	14.32	119,712,500	18.24	89,712,500	14.10	119,712,500	17.97
Galaxy China
Opportunities Funds	0	0.00	63,000,000	10.06	63,000,000	10.06	63,000,000	9.60	63,000,000	9.90	63,000,000	9.46
Placees_(Note)_	0	0.00	0	0.00	30,000,000	4.79	30,000,000	4.57	30,000,000	4.71	30,000,000	4.50
Share Subscribers:
Mr. Huang Bang Hua	10,928,000	1.96	10,928,000	1.74	10,928,000	1.74	10,928,000	1.67	15,928,000	2.50	15,928,000	2.39
Ample Talent
Development
Group Limited	0	0.00	0	0.00	0	0.00	0	0.00	5,000,000	0.79	5,000,000	0.75
Subtotal	130,640,500	23.48	193,640,500	30.92	193,640,500	30.92	223,640,500	34.08	203,640,500	32.00	233,640,500	35.07
Other public
shareholders	363,264,530	65.30	370,264,530	59.12	370,264,530	59.12	370,264,530	56.41	370,264,530	58.19	370,264,530	55.57
Total	556,305,030	100.00	626,305,030	100.00	626,305,030	100.00	656,305,030	100.00	636,305,030	100.00	666,305,030	100.00

Note: For illustration purposes only, the number of Shares set out in this row represents the total number of Placing Shares, that is 30,000,000 No new substantial shareholder would evolve from the Top-Up Subscription.

REASONS FOR THE PLACING, THE TOP-UP SUBSCRIPTION AND THE SHARE SUBSCRIPTION AND USE OF PROCEEDS

The Directors consider that the Placing, the Top-Up Subscription and the Share Subscription represent an opportunity to raise capital for the Company while broadening the shareholder base and capital base of the Company. Accordingly, the Directors consider the Placing the Top-Up Subscription and the Share Subscription are fair and reasonable in the interest of the Company and the Shareholders as a whole.

The Directors consider the consecutive fund raising exercises necessary to tab the advantage brought about by the favourable market conditions and as such is to the benefit of the Company and Shareholders as a whole. The Directors also consider that funds raised by the recent fund raising exercises are sufficient to meet the needs of the Company’s present operations and the Company has no present intention to conduct further fund raising exercise.

The Company will bear expenses and costs of about HK0.80 million incurred in relation to the Placing and the Top-Up Subscription.

GENERAL

The Group is principally engaged in property investment and development and has been diversifying into Zinc business. The Group has commenced its trading business in Zinc and is currently seeking further business opportunity in the mining, ore processing and refining operation of lead-zinc resources in non-ferrous metal industry.

– 3 –

FUND RAISING IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THIS ANNOUNCEMENT

The Company conducted the following equity fund raising activities in the past 12 months immediately preceding this announcement:

	Announcement	Net	Date of mandates	Intended use of	Actual use
Description	Date	Proceeds	granted	proceeds as announced	of proceeds
Top-up	21 December 2006	About	8 September 2006	Net proceeds of about	Net proceeds of about
Subscription		HK$17.15		HK$17.15 million	HK$17.15 million
of 50,640,000		million		intended to be used for	were have been used
Shares				general working capital	for general working
				and/or possible investment	capital of the Group
				in future
Subscription of	21 December 2006	About	8 September 2006	Net proceeds of about	Net proceeds of about
42,060,000		HK$14.60		HK$14.60 million were	HK$14.60 million
Shares		million		intended to be used for	have been used for
				general working capital	general working
				and/or possible investment	capital of the Group
				in future
Top-up	14 May 2007	About	16 April 2007	Net proceeds of about	Not applicable since
Subscription		HK$53.10		HK$53.10 million were	completion has not
of 70,000,000		million		intended to be used for	taken place yet
Shares				general working capital
				and/or possible investment
				in future

SUSPENSION AND RESUMPTION OF TRADING IN THE SHARES

At the request of the Company, trading of the Shares on the Stock Exchange was suspended from 9:30 a.m. on 16 May 2007 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on 17 May 2007.

DEFINITIONS

• “Board” the board of directors of the Company “Company” New Times Group Holdings Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the main board of the Stock Exchange

“Director(s)” the director(s) of the Company

• “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Last Trading Date” 15 May 2007, being the last full trading day for the Shares before this announcement “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Old Top-Up Subscription” the top-up subscription of 70,000,000 Shares referred to in the Company’s announcement dated 14 May 2007

“Old Top-Up Subscription 70,000,000 new Shares to be allotted and issued to the Vendor pursuant the Old Top-Up Subscription Shares” “Placing” the placing of the Placing Shares by the Placing Agent, on a best endeavour basis, on behalf of the Vendor pursuant to the Placing Agreement “Placing Agent” Goldbond Securities Limited, a licensed corporation of the SFC permitted to engage in type 1 (dealing in securities) and type 4 (advising on securities) of the regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Placing Agreement” the placing agreement entered into between the Company, the Placing Agent and the Vendor in relation to the Placing on 16 May 2007 “Placing Price” HK$0.87 per Placing Share “Placing Shares” 30,000,000 Shares to be placed under the Placing Agreement “PRC” the People’s Republic of China “SFC” the Securities and Futures Commission “Share(s)” the ordinary share(s) of HK$0.10 each in the issued share capital of the Company “Share Subscribers” Huang Bang Hua (黃邦華 ) and Ample Talent Development Group Limited

• “Share Subscription” the subscription by the Share Subscribers for the Subscription Shares pursuant to the Share Subscription Agreements

– 4 –

“Share Subscription the agreements entered into between the Company and each of the Share Subscribers in relation to the Share Agreements” Subscription on 16 May 2007

“Shareholder(s)”

“Stock Exchange”

holder(s) of the Share(s)

The Stock Exchange of Hong Kong Limited

• “Subscription Shares” 30,000,000 Shares to be issued pursuant to the Share Subscription Agreement

• “Top-Up Subscription” The subscription by the Vendor for the Top-up Subscription Shares pursuant to the Top-up Subscription Agreement

• “Top-up Subscription the Top-up Subscription Agreement entered into between the Company and the Vendor in relation to the Top-Up Agreement” Subscription on 16 May 2007

• “Top-Up Subscription HK$0.87 per Top-up Subscription Share Price”

• “Top-up Subscription 30,000,000 Shares to be issued pursuant to the Top-Up Subscription Agreement Shares”

• “Vendor” Good Power International Limited, the legal and beneficial owner of, inter alia, the Placing Shares

• “%” per cent.

By Order of the Board Tse On Kin Chairman

Hong Kong, 16 May 2007

* For identification purpose only

The composition of the Board as at the date of this announcement is:

Executive Directors: Mr. Tse On Kin, Mr. Wu Jian Feng and Mr. Zhang Cheng Jie; Non-executive Directors: Mr. Chan Chi Yuen and Mr. Chan Chung Yin; and Independent Non-executive Directors: Mr. Fung Chi Kin, Mr. Qian Zhi Hui and Mr. Chiu Wai On.

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

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