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GoFintech Quantum Innovation Limited — Capital/Financing Update 2009
Aug 4, 2009
49098_rns_2009-08-04_1e6134a6-295b-4c41-90f2-f78c7f14e7dd.pdf
Capital/Financing Update
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
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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)
ANNOUNCEMENT PURSUANT TO RULE 13.09 OF THE LISTING RULES REGARDING THE ALLOTMENT AND ISSUE OF THE SECOND TRANCHE CONSIDERATION SHARES IN RESPECT OF THE ACQUISITION OF JADE HONEST LIMITED
SUMMARY
On 4 August 2009, the Company made an application to the Court for interpleader relief for the purpose of seeking an order or direction from the Court concerning the allotment and issue of the Second Tranche Consideration Shares pursuant to the Acquisition Agreements for the Company’s acquisition of the entire issued share capital of Jade Honest Limited.
This announcement is made by New Times Energy Corporation Limited (the “ Company ”) pursuant to Rule 13.09 of the Listing Rules in connection with the acquisition (the “ Acquisition ”) by the Company from Mr Chan Koon Wa and Mr Wong Cheung Yiu (together, the “ Vendors ”) of the entire issued share capital of Jade Honest Limited pursuant to the Acquisition Agreements as disclosed in, among others, the Company’s circular dated 20 February 2009 (the “ Circular ”). The Acquisition was completed on 4 May 2009.
Unless the context otherwise requires, capitalised terms used in this announcement have the same meanings as defined in the Circular.
As disclosed in the Circular, the consideration payable by the Company for the Acquisition consisted of, among other things, Consideration Shares to be issued in three tranches, and the Second Tranche Consideration Shares (comprising 93,750,000 new Shares) are required to be allotted and issued to the Vendors or their respective Nominee(s) on the date falling three months after Completion (that is, on or before 4 August 2009) (the “ Due Date of Allotment ”).
* for identification purpose only
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By an irrevocable payment instructions given by the Vendors on 27 March 2009 (as varied by a supplemental irrevocable payment instructions dated 4 May 2009) (collectively, the “ Payment Instructions ”), the Vendors gave irrevocable instructions to the Company to allot and issue the Second Tranche Consideration Shares to their nominee, Dragon Day Group Limited (the “ Nominee ”).
Before the Due Date of Allotment and despite the Payment Instructions, the Vendors asserts claims over, and demands the Company to allot and issue, the Second Tranche Consideration Shares to the Vendors. The Nominee, on the other hand, maintains that it is entitled to be allotted and issued with the Second Tranche Consideration Shares.
While the Company has every intention and is ready, willing and able to honour its obligations under the Acquisition Agreements to allot and issue the Second Tranche Consideration Shares, the Company considers it inappropriate, in light of the rival claims made by the Vendors and the Nominee to the Second Tranche Consideration Shares, to make an allotment and issue of these Shares.
After taking advice from the Company’s legal advisers and leading counsel, the Company considers it appropriate to apply for interpleader relief from the High Court of Hong Kong (the “Court”) for the purpose of seeking an order or direction from the Court regarding the allotment and issue of the Second Tranche Consideration Shares and, in the interim period, withhold the allotment and issue of the Second Tranche Consideration Shares pending directions or orders from the Court. The application for interpleader relief was taken out by the Company on 4 August 2009.
The Directors would like to emphasise that the interpleader application is solely for the purpose of applying to Court for a determination of whether the Vendors (on the one hand) or the Nominee (on the other) is entitled to be allotted and issued the Second Tranche Consideration Shares, and that neither the Vendors nor the Nominee has instituted any proceedings against the Company in respect of these Shares.
The Company will make further announcement(s) to inform shareholders and potential investors of the Company of the outcome of the application for the interpleader relief and the development of the allotment and issue of the Second Tranche Consideration Shares as and when appropriate.
By Order of the Board New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman
Hong Kong, 4 August 2009
As at the date of this announcement, the Board comprises nine Directors, of which two are executive Directors, namely Mr. Cheng Kam Chiu, Stewart and Mr. Cheng Chi Him; four nonexecutive Directors, namely Mr. Pei Cheng Ming, Michael, Mr. Wong Man Kong, Peter, Mr Chan Chi Yuen and Mr. Tse On Kin; and three independent non-executive Directors, namely Mr. Fung Chi Kin, Mr. Fung Siu To, Clement and Mr. Chiu Wai On.
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