GoFintech Quantum Innovation Limited — Capital/Financing Update 2012

Dec 10, 2012

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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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)

CLARIFICATION ANNOUNCEMENT AND SECOND SUPPLEMENTARY AGREEMENT TO THE DISCLOSEABLE TRANSACTION

IN RELATION TO THE PROPOSED ACQUISITION OF 100% EQUITY INTERESTS IN RESPECT OF GUIZHOU KUNYU TRADING COMPANY LIMITED INVOLVING THE PROPOSED ISSUE OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE

Financial Adviser to the Company

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ISSUE OF THE CONVERTIBLE BONDS UNDER SPECIFIC MANDATE

To ensure that the mandate is sufficient at all times for the issue of the Conversion Shares, the Company will issue the Convertible Bonds under the Specific Mandate. As a result, the General Mandate will not be utilised to issue the Convertible Bonds.

• For identification purpose only

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THE SECOND SUPPLEMENTARY AGREEMENT

On 10 December 2012 (after trading hours), the Purchaser entered into the Second Supplementary Agreement with the Vendors, pursuant to which a new sub-clause has been added to clause (v) under the conditions precedent to Completion A.

Upon the passing of the relevant resolution(s) by the Shareholders at the SGM, an application will be made by the Company to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in the Conversion Shares to be allotted and issued upon the exercise of the conversion rights attaching to the Convertible Bonds.

CLARIFICATION TO THE ANNOUNCEMENT

Due to an inadvertent error, the Board wishes to clarify that certain terms as appeared under the section headed ‘‘Conditions precedent to Completion B’’ on pages 19 to 20 of the Announcement should be amended.

CONSIDERATION FOR THE JV PROJECTS

Pursuant to the Acquisition Agreement, the Consideration to be paid to the Vendors in respect of the JV Projects will be the same if the conditions precedent for obtaining the JV Projects are fulfilled and satisfied at either Completion B or Completion C.

Pursuant to the KT Cooperation Agreement, in the event the JV Projects are held by LiuPanShui KunLun, KunLun, as the 60% shareholder of LiuPanShui KunLun, shall provide the major support and contribution of natural gas resources, capital, technology, distribution network and brand name of KunLun to LiuPanShui KunLun.

In view the huge investment scales of the JV Projects are among the highest within the Projects, the cooperation with KunLun and receiving major support and contribution from KunLun could be vital to the success of operation of the JV Projects and could provide intangible benefits to the Wholly-owned Projects. In such circumstance, the Company is not required to wholly bear the contribution and risk of such huge investment. Therefore, the Board holds the view that the 60% less interest in the JV Projects is justified by the benefits and support brought by KunLun.

SPECIFIC ARRANGEMENTS FOR SETTLEMENT OF THE CONSIDERATION

In the event that the Purchaser elects to transfer the Other Company’s CB in place of the Convertible Bonds, the Company will comply with all applicable announcement and/or shareholder approval requirements under the Listing Rules. A further announcement will be published to update the Shareholders when the Company transfers the Other Company’s CB to settle the Consideration.

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The Acquisition is subject to a series of conditions precedent as set out in the section headed ‘‘Conditions Precedent to the Acquisition Agreement’’ of the Announcement and under the Acquisition Agreement and the Second Supplementary Agreement. As the Acquisition may or may not proceed, Shareholders and potential investors of the Company are advised to exercise caution when dealing in securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.

Reference is made to the announcement of New Times Energy Corporation Limited dated 12 November 2012 (the ‘‘Announcement’’) in respect of the discloseable transaction in relation to the proposed acquisition of 100% equity interests in respect of 貴州坤煜經貿有限公司 (GuiZhou KunYu Trading Company Limited) involving the issue of convertible bonds under general mandate. Unless otherwise stated herein, terms and expressions used herein shall have the same meanings as those defined in the Announcement.

ISSUE OF THE CONVERTIBLE BONDS UNDER SPECIFIC MANDATE

To ensure that the mandate is sufficient at all times for the issue of the Conversion Shares, the Company will issue the Convertible Bonds under specific mandate of the Company (the ‘‘Specific Mandate’’). As a result, the General Mandate will not be utilised to issue the Convertible Bonds.

The issue of Convertible Bonds under the Specific Mandate is subject to the Shareholders’ approval at a special general meeting of the Company (the ‘‘SGM’’).

The SGM will be convened and held to consider and, if thought fit, approve the grant of the Specific Mandate for the allotment and issue of the Conversion Shares falling to be issued upon the exercise of the conversion rights attaching to the Convertible Bonds and the transactions contemplated thereunder.

THE SECOND SUPPLEMENTARY AGREEMENT

On 10 December 2012 (after trading hours), the Purchaser entered into a supplementary agreement to the Acquisition Agreement (the ‘‘Second Supplementary Agreement’’) with the Vendors, pursuant to which a new sub-clause has been added to clause (v) under the conditions precedent to Completion A, as follows:

• d. the passing of the relevant resolution(s) by the Shareholders (other than those who are required to abstain from voting, if any) to approve the transactions contemplated under the Acquisition Agreement, including the allotment and issue of the Conversion Shares upon exercise in full of the conversion rights attaching to the Convertible Bonds under the Specific Mandate at the SGM.

Upon the passing of the relevant resolution(s) by the Shareholders at the SGM, an application will be made by the Company to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in the Conversion Shares to be allotted and issued upon the exercise of the conversion rights attaching to the Convertible Bonds.

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CLARIFICATION TO THE ANNOUNCEMENT

Due to an inadvertent error, the Board wishes to clarify that certain terms as appeared under the section headed ‘‘Conditions precedent to Completion B’’ on pages 19 to 20 of the Announcement should be amended, and the entire section be revised as follows:

‘‘The payment of the Second Installment shall be conditional upon, inter alia, the satisfaction of the following conditions precedent:

• (i) The conditions for jointly controlled payment release have been fulfilled and satisfied and the transfer of the First Installment has been completed (i.e. the Purchaser had facilitated the Vendors in providing and executing all necessary documents and approvals and had instructed the bank of the jointly controlled account to effect the transfer of the First Installment to the Vendors’ designated account);

• (ii) From the date of signing the Acquisition Agreement to the date of the transfer of the Second Installment, the representations and warranties stated in the Acquisition Agreement are true, accurate and complete in all material respects and the Vendors shall issue a confirmation letter to the Purchaser in this respect;

• (iii) Concerning each of the Projects, the Vendors and the Target Company have used their best endeavours to provide assistance to the Target Company to obtain all the relevant and necessary approvals and documents for the establishment, construction and business operation of the Projects in accordance with applicable policies, laws and regulations including but not limited to:

• a. legal and valid land use rights executed by the relevant regional government authorities or land department of the corresponding Project; and/or

• b. agreement signed by the relevant regional government authorities or government departments and confirmation from the government or relevant government departments that the corresponding Project is officially an operating business; and

• (iv) The Vendors have sent to the Purchaser a notification letter requesting the Purchaser to proceed with payment of the Second Installment in accordance with the payment schedule as shown in Table 1 for the satisfaction of conditions precedent (iii) above for each of the Projects.

The Purchaser may in its sole and absolute discretion at any time before Completion B waive, vary, and/or modify any of the conditions precedent to Completion B by rendering notice in writing to the other parties to the Acquisition Agreement.

Upon the fulfillment and satisfaction of or the valid waiver of all the conditions precedent to Completion B for each of the Projects, in accordance with the payment schedule set out in Table 1, (i) the Purchaser shall pay to the Vendors the corresponding cash consideration within ten (10) Business Days; and (ii) the Purchaser shall procure the Company to issue to the Vendors the corresponding amount of Convertible Bonds A.

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The Convertible Bonds A shall be issued on the last day of the three respective time frames (31 March 2013, 30 June 2013 and 30 September 2013). The relevant amount of Convertible Bonds A to be issued shall be determined according to the number of Projects completed within each time frame.

Unless otherwise agreed with the Purchaser, the Vendors shall use their best endeavours to procure and facilitate the fulfillment and satisfaction of the conditions precedent to Completion B within 12 months from the date of signing the Acquisition Agreement. If the conditions precedent to Completion B are not fulfilled and satisfied, or waived by the Purchaser, for any of the Projects within the said timeframe, the Purchaser has the absolute discretion not to effect the payment of the Second Installment for each Project where the conditions precedent to Completion B are not satisfied.

In the event that the Vendors are unable to, pursuant to condition precedent (iii) to Completion B, facilitate and procure the Target Company to obtain any of the Projects, the Vendors shall compensate the Purchaser for any amount paid by the Purchaser on behalf of the Vendors for the purposes of the establishment, construction and business operation of the corresponding Project(s). The said compensation shall be paid by the Vendors to the Purchaser within ten (10) Business Days after the deadline for the transfer of the Projects has expired (i.e. 12 months from the date of signing the Acquisition Agreement).

The Vendors undertake that they shall hold the Purchaser or the Target Company fully indemnified (indemnified amount should be payable within three (3) Business Days) from any litigation or arbitration actions, suits or proceedings, including but not limited to civil, criminal, administrative proceedings: (a) associated with any of the Projects for any reason prior to the fulfillment and satisfaction of condition precedent (iii) to Completion B; and (b) arising from obtaining the legal and contractual interests, rights and benefits of the Projects by the Target Company. The Purchaser shall not be responsible for any and all losses, liabilities, costs, claims, charges, actions, proceedings, damages, expenses, suits or demands arising therefrom.’’

CONSIDERATION FOR THE JV PROJECTS

Pursuant to the Acquisition Agreement, the Consideration to be paid to the Vendors in respect of the JV Projects will be the same if the conditions precedent for obtaining the JV Projects are fulfilled and satisfied at either Completion B or Completion C.

Pursuant to the KT Cooperation Agreement, in the event the JV Projects are held by LiuPanShui KunLun, KunLun, as the 60% shareholder of LiuPanShui KunLun, shall provide the major support and contribution of natural gas resources, capital, technology, distribution network and brand name of KunLun to LiuPanShui KunLun.

In view the huge investment scales of the JV Projects are among the highest within the Projects, the cooperation with KunLun and receiving major support and contribution from KunLun could be vital to the success of operation of the JV Projects and could provide intangible benefits to the Wholly-owned Projects. In such circumstance, the Company is not required to wholly bear the contribution and risk of such huge investment. Therefore, the Board holds the view that the 60% less interest in the JV Projects is justified by the benefits and support brought by KunLun.

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SPECIFIC ARRANGEMENTS FOR SETTLEMENT OF THE CONSIDERATION

Upon the fulfillment of the conditions to the payment of the Second Installment and the Third Installment, the Purchaser has the right to transfer convertible bonds with an equal aggregate principal amount of another company listed on the Stock Exchange (the ‘‘Other Company’s CB’’) in place of the Convertible Bonds.

The Company does not, at present, hold the Other Company’s CB and has not yet identified the Other Company. Accordingly, the Company is unable to ascertain the terms and conditions of the Other Company’s CB. The specific terms and conditions of the Other Company’s CB shall be agreed by the Purchaser and the Vendors before the transfer of the Other Company’s CB.

In the event that the Purchaser elects to transfer the Other Company’s CB in place of the Convertible Bonds, the Company will comply with all applicable announcement and/or shareholder approval requirements under the Listing Rules. A further announcement will be published to update the Shareholders when the Company transfers the Other Company’s CB to settle the Consideration.

EFFECT ON SHAREHOLDING STRUCTURE

The change in relation to the mandate for the issue of Convertible Bonds and the amendments to several sections of the Announcement does not affect the disclosure made by the Company in the Announcement in relation to the expected changes in the share capital and shareholding structure of the Company resulting from the full exercise of the conversion rights attaching to the Convertible Bonds.

LISTING RULES IMPLICATIONS

Under the section headed ‘‘Basis for determining the Consideration payment’’ on page 8 of the Announcement, the preliminary assessment prepared by LCH (Asia-Pacific) Surveyors Limited is based on discounted cash flows and projections of profits, and constitutes a profit forecast under Rule 14.61 of the Listing Rules. Accordingly, the information as required under Rule 14.60A of the Listing Rules shall be disclosed at the circular stage.

The issue of Convertible Bonds under the Specific Mandate is subject to the Shareholders’ approval at the SGM.

The SGM will be convened and held to consider and, if thought fit, approve the grant of the Specific Mandate for the allotment and issue of the Conversion Shares falling to be issued upon the exercise of the conversion rights attaching to the Convertible Bonds and the transactions contemplated thereunder.

To the best knowledge of the Directors, none of the Shareholders has a material interest in the transactions contemplated under the Acquisition Agreement as at the date of this announcement. Accordingly, none of the Shareholders will be required to abstain from voting at the SGM in respect of the relevant resolution(s) relating to the Specific Mandate.

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A circular containing, among other things, (i) further details of the Acquisition; (ii) the evaluation report of the Projects; (iii) further details of the Convertible Bonds to be issued under the Specific Mandate; and (iv) the notice of SGM to be convened and held for the purpose of considering and, if thought fit, passing the relevant resolution(s) to approve the grant of the Specific Mandate for the allotment and issue of the Conversion Shares falling to be issued upon the exercise of the conversion rights attaching to the Convertible Bonds, will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules.

Upon the passing of the relevant resolution(s) by the Shareholders at the SGM, an application will be made by the Company to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in the Conversion Shares to be allotted and issued upon the exercise of the conversion rights attaching to the Convertible Bonds.

The Acquisition is subject to a series of conditions precedent as set out in the section headed ‘‘Conditions Precedent to the Acquisition Agreement’’ of the Announcement and under the Acquisition Agreement and the Second Supplementary Agreement. As the Acquisition may or may not proceed, Shareholders and potential investors of the Company are advised to exercise caution when dealing in securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.

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

Hong Kong, 10 December 2012

As at the date of this announcement, the Board comprises seven Directors, of which three are executive Directors, namely Mr. Cheng Kam Chiu, Stewart, Mr. Cheng Ming Kit and Mr. Sun Jiang Tian; one non-executive Director namely Mr. Wong Man Kong, Peter; and three independent non-executive Directors, namely Mr. Chan Chi Yuen, Mr. Fung Siu To, Clement and Mr. Chiu Wai On.

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