GoFintech Quantum Innovation Limited — Capital/Financing Update 2011

Sep 7, 2011

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)

PLACING OF UNLISTED WARRANTS UNDER GENERAL MANDATE

Placing Agent

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Guosen Securities (HK) Capital Company Limited

THE PLACING AGREEMENT

The Company entered into the Placing Agreement with the Placing Agent on 7 September 2011 (after trading hours) pursuant to which the Placing Agent has agreed to procure not less than six Placees to subscribe for, up to 1,800,000,000 Warrants, on a best effort basis, at the Placing Price of HK$0.01 per Warrant. The Subscription Price is HK$0.16 (subject to adjustment) per Warrant Share.

Upon exercise in full of the subscription rights attaching to the 1,800,000,000 Warrants at the initial Subscription Price of HK$0.16, a maximum of 1,800,000,000 Warrant Shares will be allotted and issued, representing approximately 19.80% of the existing issued share capital of the Company as at the date of this announcement and approximately 16.53% of the issued share capital of the Company as enlarged by the allotment and issue of the Warrant Shares.

The Warrant Shares will be allotted and issued under the General Mandate.

• For identification purposes only

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USE OF PROCEEDS

The maximum net proceeds from the issue of the Warrants under the Placing (without taking into account the net proceeds from the exercise of the subscription rights attaching to the Warrants), after taking into account the estimated expenses in relation to the Placing, will be approximately HK$17,400,000.

Assuming exercise in full of the subscription rights attaching to the Warrants at the initial Subscription Price of HK$0.16, it is expected that an additional net proceeds in the amount of approximately HK$288,000,000 will be raised, and the net proceeds raised per Warrant (including the allotment and issue of the Warrant Shares) will be approximately HK$0.17.

The aggregate net proceeds from the Placing and the allotment and issue of the Warrant Shares are intended to be used as general working capital of the Group.

Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Warrant Shares. No listing of the Warrants will be sought on the Stock Exchange or any other exchange.

Completion is subject to, among other things, fulfillment of the conditions precedent in the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

THE PLACING AGREEMENT

Date: 7 September 2011 (after trading hours) Parties: (i) Issuer: The Company (ii) Placing Agent: Guosen Securities (HK) Capital Company Limited

Pursuant to the Placing Agreement, the Placing Agent has agreed to procure not less than six Placees to subscribe for, up to 1,800,000,000 Warrants, on a best effort basis, at the Placing Price of HK$0.01 per Warrant.

To the best of the Director’s knowledge, information and belief, having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined in the Listing Rules).

Placing commission

In consideration of the services of the Placing Agent in relation to the Placing, the Company shall pay a placing commission to the Placing Agent of 2.5% on the aggregate Placing Price in respect of such number of Warrants successfully placed by the Placing Agent pursuant to the Placing Agreement.

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The placing commission was determined after arm’s length negotiations between the Company and the Placing Agent with reference to the market rate. The Directors (including the independent non-executive Directors) are of the view that the placing commission is fair and reasonable.

Conditions of the Placing

Completion is conditional upon:

• (i) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, all of the Warrant Shares which may fall to be allotted and issued upon the exercise of the subscription rights attached to the Warrants either unconditionally or subject to conditions to which the Placing Agent may accept and all other necessary waivers, consents and approvals as required under the Listing Rules in relation to the Company with respect to the Placing Agreement and the transactions contemplated thereunder being obtained and/or complied with (including but not limited to (if required) the Listing Committee of the Stock Exchange shall have approved the issue of the Warrants either unconditionally or subject to conditions to which the Placing Agent may accept);

• (ii) Bermuda Monetary Authority approving the issue of the Warrant Shares (if required); and

• (iii) any other approval as may be required for the Placing.

In the event any of the conditions above is not fulfilled by 14 September 2011 (or such later date as may be agreed between the Company and the Placing Agent in writing), the obligations of the parties under the Placing Agreement shall forthwith cease and terminate and neither party to the Placing Agreement shall have any claim against the other party save for any antecedent breach thereof provided that the respective clauses in relation to the payment of fees and expenses and indemnification under the Placing Agreement shall survive such termination and remain in full force and effect.

Termination of the Placing Agreement

The Placing Agent may, in its fair and reasonable opinion (and after consultation with the Company), terminate the Placing Agreement without liability to the Company or any other party by giving notice in writing to the Company, at any time prior to 9:00 a.m. on the date of Completion, in the following events:

• (i) there develops, occurs or comes into force:

• (a) any new law or regulation or any change in existing laws or regulations or the interpretation thereof which may in the fair and reasonable opinion of the Placing Agent materially and adversely affect the business or financial condition or prospects of the Group as a whole; or

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• (b) any local, regional, national or international event or change (whether or not permanent or forming part of a series of events or changes occurring or continuing, on and/or after the date hereof) of a political, military, economic or other nature (whether or not ejusdem generis with the foregoing) which, in the fair and reasonable opinion of the Placing Agent will, or may be expected to, have a material adverse effect on the Placing; or

• (c) any significant change (whether or not permanent) in local, regional, national or international market conditions (or in conditions affecting a sector of the market) which in the fair and reasonable opinion of the Placing Agent has or may have a material adverse effect on the Placing; or

• (ii) any breach of any of the warranties under the Placing Agreement which in the fair and reasonable opinion of the Placing Agent is material in the context of the Placing, comes to the knowledge of the Placing Agent or there has been a breach by the Company of any other provision of the Placing Agreement which in the fair and reasonable opinion of the Placing Agent is material in the context of the Placing; or

• (iii) there is any adverse change in the business or in the financial or trading position of the Group taken as a whole which being unaware of by the Placing Agent and in the fair and reasonable opinion of the Placing Agent is material in the context of the Placing.

In the event that the Placing Agreement is terminated pursuant to the above-mentioned provisions, all obligations of each of the parties under the Placing Agreement shall cease and determine and no party shall have any claim against any other party in respect of any matter arising out of or in connection with the Placing Agreement except for any antecedent breach of any obligation under the Placing Agreement and the payment obligation of the Company to the Placing Agent for any reasonable out-of-pocket charges and expenses in accordance with the Placing Agreement.

Completion of the Placing

Completion of the Placing shall take place within 5 Business Days after fulfillment of the conditions of the Placing set out above (or such other date as may be agreed between the Company and the Placing Agent in writing).

PLACEES

The Warrants shall be offered to not less than six Placees. The choice of Placees for the Warrants shall be determined solely by the Placing Agent, subject to the requirement that each Placee shall be an independent institutional investor or professional investor or private investor and the requirements of the Listing Rules (in particular, the Placing Agent shall use all reasonable endeavours to ensure that the Placees and their ultimate beneficial owners shall be third parties independent of and not connected to the Company and the connected persons (as defined in the Listing Rules) of the Company and shall not be parties acting in concert with any of the Directors, chief executive or substantial shareholder(s) of the Company or any of its subsidiaries or their respective associates for the purposes of The Codes on Takeovers and Mergers and Share Repurchases).

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Upon the exercise of the subscription rights attaching to the Warrants in full, it is expected that none of the Placees will become a substantial shareholder(s) of the Company.

PRINCIPAL TERMS OF THE WARRANTS

Placing Price

The Placing Price is HK$0.01 per Warrant.

Subscription Price

The Subscription Price is HK$0.16 per Warrant Share (subject to adjustment).

Subject to the terms and conditions of the Warrants, the Subscription Price may be subject to adjustment upon, among other things:

• (i) consolidation or sub-division of the Shares;

• (ii) capitalization issue of the Shares by the Company (other than in lieu of a cash dividend);

• (iii) capital distribution (as defined in the instrument creating the Warrants) made by the Company or grant of rights to acquisition of cash assets of the Group;

• (iv) an offer or grant by the Company to Shareholders of new Shares for subscription by way of rights or of options or warrants to subscribe for new Shares, at a price less than 80% of the market price (calculated in accordance with the terms of the Warrants);

• (v) an issue for cash of convertible or exchangeable securities by the Company, if the total effective consideration (as defined in the instrument creating the Warrants) is less than 80% of the market price (calculated in accordance with the terms of the Warrants), or the terms of any such issue being altered so that the aforesaid total effective consideration is less than 80% of the market price (calculated in accordance with the terms of the Warrants);

• (vi) an issue for cash of Shares by the Company (other than pursuant to the share option scheme of the Company (as defined in the instrument creating the Warrants)) at less than 80% of the market price (calculated in accordance with the terms of the Warrants); and

• (vii) a cancellation of any Shares or convertible securities which have been purchased by the Company (other than on the Stock Exchange) in circumstances where the Directors consider that it may be appropriate to make an adjustment to the Subscription Price.

Every adjustment to the Subscription Price will be certified either by the auditors of the Company or an independent merchant bank or other financial institution selected by the Company.

Payment of the Subscription Price must be made in immediately available funds.

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Subscription period

A period of 12 months commencing from the date of issue of the Warrants.

Transferability

Subject to transfer(s) being made to a person or persons who are independent of and not connected with the Company or any of its associates, the Warrants are transferable in integral multiples of 500,000 Warrants.

Ranking of the Warrant Shares

The Warrant Shares, when allotted and issued, will rank pari passu in all respects among themselves and with all other Shares then in issue.

Rights for holders of Warrants

Holders of Warrants will not be entitled to attend or vote at any general meeting of the Company by virtue of them being the holders of the Warrants. Holders of Warrants shall not have the right to participate in any distribution and/or offers of further securities made by the Company.

THE WARRANT SHARES

Upon exercise in full of the subscription rights attaching to the 1,800,000,000 Warrants at the initial Subscription Price of HK$0.16, a maximum of 1,800,000,000 Warrant Shares will be allotted and issued, representing approximately 19.80% of the existing issued share capital of the Company as at the date of this announcement, and approximately 16.53% of the issued share capital of the Company as enlarged by the allotment and issue of the Warrant Shares.

Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Warrant Shares. No listing of Warrants will be sought on the Stock Exchange or any other exchange.

PLACING PRICE AND SUBSCRIPTION PRICE

The initial Subscription Price and the Placing Price, in aggregate, of HK$0.17 represents:

• (i) a premium of approximately 97.67% to the closing price of HK$0.086 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (ii) a premium of approximately 92.31% to the average closing price of approximately HK$0.0884 per Share as quoted on the Stock Exchange for the last 5 consecutive trading days up to and including the Last Trading Day; and

• (iii) a premium of approximately 96.76% to the average closing price of approximately HK$0.0864 per Share as quoted on the Stock Exchange for the last 10 consecutive trading days up to and including the Last Trading Day.

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The Placing Price and the Subscription Price were determined after arm’s length negotiations between the Company and the Placing Agent, after considering the Group’s existing financial position, liquidity of the Shares in the market and number of Warrant Shares.

The Directors (including the independent non-executive Directors) consider that the Placing Price and the Subscription Price are fair and reasonable.

ISSUE OF WARRANT SHARES UNDER GENERAL MANDATE

The Warrant Shares will be allotted and issued under the General Mandate granted to the Directors by a resolution of the Shareholders passed at the annual general meeting of the Company held on 17 May 2011, under which the Board is authorised to issue a maximum of 20% of the issued share capital of the Company as at the date of passing of the relevant resolution, that is, 1,817,703,897 Shares. The General Mandate has not been previously utilised prior to the Placing.

As the Warrant Shares are to be issued under General Mandate, the Placing is not subject to Shareholders’ approval.

REASONS FOR THE PLACING

The principal activity of the Company is investment holding, and its subsidiaries are mainly engaged in general trading, oil exploration and exploitation, energy and natural resources related business.

The Directors consider that, in the event the Warrants are exercised, the Placing represents a good opportunity to raise additional funds for the Company while broadening the capital base of the Company.

The Directors (including the independent non-executive Directors) consider the terms of the Placing Agreement (including the Placing Price and the Subscription Price) are fair and reasonable and the Placing are in the interests of the Company and the Shareholders as a whole.

USE OF PROCEEDS

The maximum gross proceeds from the issue of the Warrants under Placing will be HK$18,000,000 (without taking into account of the exercise of the subscription rights attaching to the Warrants). The maximum net proceeds from the issue of the Warrants under Placing (without taking into account of the exercise of the subscription rights attaching to the Warrants), after taking into account the estimated expenses in relation to the Placing, will be approximately HK$17,400,000.

Assuming exercise in full of the subscription rights attaching to the Warrants at the initial Subscription Price, it is expected that an additional net amount of HK$288,000,000 will be raised and the net proceeds raised per Warrant (including the allotment and issue of the Warrant Shares) will be approximately HK$0.17.

The aggregate net proceeds from the Placing and the allotment and issue of the Warrant Shares are intended to be used as general working capital of the Group.

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FUND RAISING ACTIVITIES DURING THE PAST TWELVE MONTHS

Date of		Approximate	Intended use of
**Announcement **	Event	net proceeds	proceeds	Actual use of proceeds
25 January	Placing of convertible	HK$155.1	For general	Part of the proceeds
2011	notes up to an	million	working capital	(approximately HK$125
	aggregate principal		purpose and for	million) has been used for
	amount of		financing future	the payments of exploration
	HK$160,000,000		investment	works in Argentina; part of
			opportunities	the proceeds (approximately
				HK$20 million) has
				been used to finance the
				investment in ET-LA LLC
				and the balances were put
				in an interest bearing bank
				account.

Save as the above, the Company did not have any fund raising activity on any issue of equity securities in the past twelve months immediately prior to the date of the announcement.

CHANGES IN THE SHAREHOLDINGS STRUCTURE OF THE COMPANY

As at the date of this announcement, the Company has an authorised share capital of HK$2,000,000,000 divided into 20,000,000,000 Shares of HK$0.10 each, of which 9,089,241,759 Shares have been issued and are fully-paid or credited as fully-paid.

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For illustration purpose only, the shareholding structure of the Company as at the date of this announcement and immediately after Completion (assuming exercise in full of the subscription rights attaching to the Warrants at the initial Subscription Price) are as follows:

Shareholders Substantial Shareholder Max Sun Enterprises Limited_(Note) _Directors’ Interests Mr. Cheng Ming Kit Mr. Fung Siu To, Clement Public Shareholders Placees Other Shareholders Total

As at the date of this announcement Immediately after Completion (assuming exercise in full of subscription rights attaching the Warrants at the initial Subscription Price) No. of Shares Approximate % of issued share capital of the Company No. of Shares Approximate % of issued share capital of the Company 868,605,530 9.56% 868,605,530 7.98% 20,000 0.0002% 20,000 0.0002% 600,000 0.0066% 600,000 0.0055% – – 1,800,000,000 16.53% 8,220,016,229 90.44% 8,220,016,229 75.49% 9,089,241,759 100.00% 10,889,241,759 100.00%

Note: Max Sun Enterprises is a wholly-owned subsidiary of Chow Tai Fook Nominee Limited. So far as known to the Directors, Chow Tai Fook Nominee Limited is in turn controlled by Dato’ Dr. Cheng Yu-Tung.

GENERAL

Completion is subject to, among other things, fulfillment of the conditions precedent in the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

“acting in concert” has the meaning ascribed thereto under The Codes on Takeovers and Mergers and Share Repurchases “associate(s)” has the meaning ascribed thereto under the Listing Rules “Board” the board of Directors

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• “Business Day” any day (other than Saturday, Sunday and public holiday) on which licensed banks in Hong Kong are generally open for ordinary banking business throughout their normal business hours

• “Company” New Times Energy Corporation Limited, a company incorporated in the Bermuda with limited liability, the issued Shares of which are listed on the main board of the Stock Exchange

• “Completion” completion of the Placing in accordance with the terms and conditions of the Placing Agreement

• “connected person(s)” has the meaning ascribed thereto under the Listing Rules “Director(s)” the director(s) of the Company “General Mandate” the general mandate granted to the Directors by the Shareholders pursuant to an ordinary resolution passed at the annual general meeting of the Company held on 17 May 2011, to allot and issue a maximum of 20% of the issued share capital of the Company as at the date of passing of the relevant resolution

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Last Trading Day” 7 September 2011, the date of the Placing Agreement “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Placee(s)” investor(s) of the Warrants procured by or on behalf of the Placing Agent to subscribe for the Warrants pursuant to the Placing Agreement

“Placing” the placing of the Warrants by or on behalf of the Placing Agent pursuant to the Placing Agreement “Placing Agent” Guosen Securities (HK) Capital Company Limited, a licensed corporation to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities for the purpose of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

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“Placing Agreement” the placing agreement dated 7 September 2011 entered into between the Company and the Placing Agent “Placing Price” HK$0.01 per Warrant “PRC” the People’s Republic of China, and for the purposes of this announcement only, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company “Shareholder(s)” holder(s) of issued Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscription Price” HK$0.16 (subject to adjustment), being the subscription price per Warrant Share at which the holder(s) of the Warrants may subscribe for the Warrant Shares “substantial shareholder” has the meaning ascribed thereto under the Listing Rules “Warrant(s)” a maximum of 1,800,000,000 unlisted transferable warrants of the Company each in registered form conferring rights entitling its holder(s) to subscribe for up to HK$288,000,000 in aggregate in cash for 1,800,000,000 Warrant Shares at the initial Subscription Price (subject to adjustment) “Warrant Share(s)” new Shares to be allotted and issued by the Company upon exercise of the subscription rights attaching to the Warrants “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

By order of the Board New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman

Hong Kong, 7 September 2011

As at the date of this announcement, the board of Directors comprises seven Directors, of which two are executive Directors, namely Mr. Cheng Kam Chiu, Stewart and Mr. Cheng Ming Kit; two non-executive Directors, namely Mr. Wong Man Kong, Peter and Mr. Chan Chi Yuen; 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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