GoFintech Quantum Innovation Limited — Capital/Financing Update 2007

May 15, 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) RESUMPTION OF TRADING

Placing agent for the top-up placing

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Goldbond Securities Limited

On 14 May 2007, the Company entered into the Placing Agreement and the 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 70,000,000 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$0.78 per Placing Share. Pursuant to the Subscription Agreement, the Vendor conditionally agrees to subscribe for and the Company agrees to allot and issue to the Vendor 70,000,000 Subscription Shares at the price of HK$0.78 per Subscription Share.

The Placing Shares or the Subscription Shares represent (i) approximately 12.58% of the existing issued share capital of the Company divided into 556,305,030 Shares; and (ii) approximately 11.18% of the issued share capital of the Company divided into 626,305,030 Shares as enlarged by the issue of the Subscription Shares.

The Placing Price (or the Subscription Price) of HK$0.78 represents (i) a discount of about 10.34% to the closing price of HK$0.87 per Share as quoted on the Stock Exchange on the Last Trading Date; (ii) a premium of about 16.77% to the average closing price per Share of HK$0.668 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 25.80% to the average closing price per Share of HK$0.62 as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Date.

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The 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 Subscription Shares, and (ii) completion of the Placing.

Trading of the Shares on the Stock Exchange was suspended at the request of the Company from 9:30 a.m. on 14 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 15 May 2007.

THE PLACING AGREEMENT

Date

14 May 2007

Parties involved

The Company, the Placing Agent and the Vendor

Placing Agent

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 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 three institutional investors as Placees, namely Galaxy China Opportunities Funds as to 63,000,000 Shares, Wellchamp Fund Limited as to 5,000,000 Shares and China Vision Fund as to 2,000,000 Shares representing approximately 11.32%, 0.90% and 0.36% respectively immediately after the Placing but before the Subscription and approximately 10.06%, 0.80% and 0.32% respectively immediately after the Placing and the Subscription.

Placing Price

The Placing Price (or the Subscription Price) of HK$0.78 represent (i) a discount of about 10.34% to the closing price of HK$0.87 per Share as quoted on the Stock Exchange on the Last Trading Date; (ii) a premium of about 16.77% to the average closing price per Share of HK$0.668 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 25.80% to the average closing price per Share of HK$0.62 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.

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The Placing Shares

The 70,000,000 Placing Shares or the Subscription Shares represent (i) approximately 12.58% of the existing issued share capital of the Company divided into 556,305,030 Shares; and (ii) approximately 11.18% of the issued share capital of the Company divided into 626,305,030 Shares as enlarged by the issue of the 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 on or about 17 May 2007 or such later date as may be agreed by the Company, the Placing Agent and the Vendor.

THE SUBSCRIPTION AGREEMENT

Date

14 May 2007

Parties involved

The Vendor and the Company

Subscription Price

The Subscription Price is HK$0.78 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 Subscription after deduction of the aggregate expenses and costs to be borne by the Company is HK$0.7585 per Share.

Number of Subscription Shares

The Subscription involves 70,000,000 Subscription Shares, equivalent to the number of Placing Shares.

Ranking

The 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 Subscription Shares.

Conditions

The Subscription is conditional upon:

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

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

Completion

Under Rule 14A.31(3)(d) of the Listing Rules, the Subscription must be completed within 14 days from the date of the Subscription Agreement and the Placing Agreement, that is, on or before 28 May 2007.

In the event that the conditions to the Subscription are not fulfilled by 26 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 Subscription to a later date to be agreed between the Company and the Vendor.

MANDATE TO ISSUE SUBSCRIPTION SHARES

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 not exercised such general mandate to allot and issue any Shares prior to the Subscription.

EFFECT ON SHAREHOLDING STRUCTURE

Name of Shareholders Vendor Placees_(Note 1)_ Other public shareholders Total	Immediately before the Placing Number of Shares % 119,712,500 21.52 0 0 436,592,530 78.48 556,305,030 100	Immediately after the Placing but before the Subscription Number of Shares % 49,712,500 8.94 70,000,000 12.58 436,592,530 78.48 556,305,030 100	Immediately after the Placing and the Subscription Number of Shares % 119,712,500 19.11 70,000,000 11.18 436,592,530 69.71 626,305,030 100	Immediately after the Placing and the Subscription Number of Shares % 119,712,500 19.11 70,000,000 11.18 436,592,530 69.71 626,305,030 100
				100

Note:

1. For illustration purposes only, the number of Shares set out in this row represents the total number of Placing Shares, that is 70,000,000 Placing Shares to be placed to the Placees.

REASONS FOR THE PLACING AND THE SUBSCRIPTION AND USE OF PROCEEDS

The Directors considered various ways of raising funds and consider that the Placing and 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 and the Subscription fair and reasonable and in the interest of the Company and the Shareholders as a whole.

The net proceeds in aggregate of about HK$53.10 million from the Subscription are intended to be used as general working capital and/or possible investment in future.

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The Company will bear an aggregate expenses and costs of about HK$1.50 million incurred in relating to the Placing and the 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.

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		Date of	Intended use of	Actual use
Description	Date	Net Proceeds	mandates granted	proceeds as announced	of proceeds
Top-up Subscription	21 December 2006	About HK$17.15	8 September 2006	Net proceeds of about	Net proceeds of about
of 50,640,000		million		HK$17.15 million were	HK$17.15 million
Shares				intended to be used for	have been used for
				general working capital	general working
				and/or possible	capital of the Group
				investment in future
Subscription of	21 December 2006	About HK$14.60	8 September 2006	Net proceeds of about	Net proceeds of about
42,060,000 Shares		million		HK$14.60 million were	HK$14.60 million
				intended to be used for	have been used for
				general working capital	general working
				and/or possible	capital of the Group
				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 14 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 15 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 “Hong Kong” the Hong Kong Special Administrative Region of the PRC

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“Last Trading Date” 11 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 “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 14 May 2007 “Placing Price” HK$0.78 per Placing Share “Placing Shares” 70,000,000 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 share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscription” The subscription by the Vendor for the Subscription Shares pursuant to the Subscription Agreement “Subscription Agreement” the subscription agreement entered into between the Company and the Vendor in relation to the Subscription on 14 May 2007 “Subscription Price” HK$0.78 per Subscription Share “Subscription Shares” 70,000,000 Shares to be issued pursuant to the Subscription Agreement “Vendor” Good Power International Limited, the legal and beneficial owner of, inter alia , the Placing Shares

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“HK$”

“%”

Hong Kong dollars, the lawful currency of Hong Kong per cent.

By Order of the Board Tse On Kin Chairman

Hong Kong, 14 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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