GoFintech Quantum Innovation Limited — Capital/Financing Update 2012

Sep 13, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, accountant or other professional adviser.

If you have sold or transferred all your shares in New Times Energy Corporation Limited (the ‘‘Company’’), you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) take no responsibility for the contents of this circular, 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 circular.

This circular is 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)

PROPOSED PLACING OF NEW SHARES UNDER SPECIFIC MANDATE AND

NOTICE OF SPECIAL GENERAL MEETING

Financial Adviser to the Company

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	Placing Agent	Co-Placing Agent
Ping	An of China Securities	Orient Securities Limited
(Hong	Kong) Company Limited

A letter from the board of the Company is set out on pages 4 to 13 of this circular.

A notice convening a special general meeting of the Company to be held at 3/F Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Wednesday, 3 October 2012 at 11:00 a.m. is set out on pages 14 to 15 of this circular. A form of proxy for the special general meeting of the Company is enclosed with this circular. Whether or not you intend to attend the special general meeting of the Company in person, you are requested to complete the form of proxy enclosed in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible, but in any event not less than 48 hours before the time appointed for the holding of the special general meeting of the Company or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the special general meeting or any adjournment thereof should you so wish.

• For identification purpose only

13 September 2012

CONTENTS

			Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from	the	Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of SGM		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– i –

DEFINITIONS

Terms or expressions used in this circular shall, unless the context otherwise requires, have the meanings ascribed to them below:

• ‘‘Announcements’’

• the announcements of the Company dated 30 August 2012 and 11 September 2012 in relation to the Placing

• ‘‘Board’’ the board of Directors

• ‘‘Business Day’’ any day (excluding a Saturday, Sunday and a public holiday) on which licensed banks in Hong Kong are open to the general public for business

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

• ‘‘Co-Placing Agent’’ Orient Securities Limited, a licensed corporation to carry on 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)

• ‘‘Completion’’ the completion of the Placing in accordance with the terms and conditions of the Placing Agreement

• ‘‘Completion Date’’ The seventh (7th) Business Day following the Placing Price Determination Date or at such other time as the Company and the Placing Agents may mutually agree in writing, as amended by the Supplementary Agreement

• ‘‘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

• ‘‘Independent Third Party(ies)’’

• any person(s) or company(ies) and their respective ultimate beneficial owner(s) whom, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, are third parties independent of, not connected with and not acting in concert (as defined in the Takeovers Code) with (i) the Company and its connected persons (as defined in the Listing Rules); and (ii) one another

– 1 –

DEFINITIONS

• ‘‘Latest Practicable Date’’

• 12 September 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• ‘‘Listing Committee’’

the listing committee of the Stock Exchange

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Minimum Placing Price’’ HK$0.90 per Placing Share

• ‘‘Placee(s)’’

• any investor who is an Independent Third Party and is an institutional investor and/or a professional or private investor, whom the Placing Agents and any selling agents procured by the Placing Agents have procured respectively to subscribe for any of the Placing Shares pursuant to the Placing Agreement

• ‘‘Placing’’

• the proposed placing of a maximum of 300,000,000 Placing Shares by the Placing Agents, on a best effort basis, pursuant to the terms and conditions of the Placing Agreement and the Supplementary Agreement

• ‘‘Placing Agent’’

• Ping An of China Securities (Hong Kong) Company Limited, a licensed corporation to carry on type 1 (dealing in securities), type 4 (advising on securities) and type 9 (asset management) of the regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘Placing Agents’’

• the Placing Agent and the Co-Placing Agent collectively

• ‘‘Placing Agreement’’

• the conditional placing agreement dated 30 August 2012 (as amended by the Supplementary Agreement dated 11 September 2012) entered into between the Company and the Placing Agents in relation to the Placing

• ‘‘Placing Price’’

• the placing price shall not be less than 90% of the average closing price per Share as quoted on the Stock Exchange for the last five trading days immediately prior to the Placing Price Determination Date and in any event not less than the Minimum Placing Price, as amended by the Supplementary Agreement

• ‘‘Placing Price Determination Date’’

• means any day on or after the day the conditions precedent as set out in the section headed ‘‘Conditions precedent of the Placing’’ are fulfilled, as determined at the sole and absolute discretion of the Company

– 2 –

DEFINITIONS

• ‘‘Placing Shares’’

• up to a maximum of 300,000,000 new Shares to be placed under the Placing

• ‘‘PRC’’ the People’s Republic of China, for the purpose of this circular, excluding Hong Kong, Macau Special Administrative Region of the PRC and Taiwan

• ‘‘SGM’’ special general meeting of the Company to be convened and held to consider and, if thought fit, approve, among other matters, (i) the Placing Agreement, the Supplementary Agreement and the transactions contemplated thereunder; and (ii) the grant of the Specific Mandate for the allotment and issue of the Placing Shares

• ‘‘Share(s)’’ ordinary share(s) of HK$0.50 each in the issued share capital of the Company

• ‘‘Shareholder(s)’’ the holder(s) of the Share(s)

• ‘‘Specific Mandate’’ the specific mandate for the allotment and issue of the Placing Shares to be granted to the Directors by the Shareholders at the SGM

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Supplementary Agreement’’

• the supplementary agreement to the Placing Agreement dated 11 September 2012 entered into between the Company and the Placing Agents to amend the placing price and completion date of the Placing Agreement

• ‘‘Takeovers Code’’ The Codes on Takeovers and Mergers and Share Repurchases issued by the Securities and Futures Commission of Hong Kong

• ‘‘Warrants’’ 100,000,000 unlisted transferable warrants issued by the Company on 29 May 2012 conferring rights entitling its holder(s) to subscribe for up to 100,000,000 new Shares at the initial exercise price of HK$1.05 (subject to adjustment)

‘‘%’’ per cent

In the event of any inconsistency, the English text of this circular shall prevail over the Chinese text.

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LETTER FROM THE BOARD

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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)

Executive Directors: Mr. Cheng Kam Chiu, Stewart (Chairman) Mr. Cheng Ming Kit (Chief executive officer) Mr. Sun Jiang Tian

Non-executive Directors: Mr. Wong Man Kong, Peter Independent non-executive Directors: Mr. Chan Chi Yuen Mr. Fung Siu To, Clement Mr. Chiu Wai On

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and principal place of business in Hong Kong: Unit 1007–08, 10th Floor New World Tower I 18 Queen’s Road Central Central, Hong Kong

13 September 2012

To the Shareholders

Dear Sir or Madam,

PROPOSED PLACING OF NEW SHARES UNDER SPECIFIC MANDATE AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

On 30 August 2012 (after trading hours), the Company entered into the Placing Agreement with the Placing Agents, pursuant to which the Company has conditionally agreed to place through the Placing Agents, on a best effort basis, severally (and not jointly nor on a joint and several basis) up to 300,000,000 Placing Shares to not less than six Placees who and whose ultimate beneficial owners are Independent Third Parties at the initial placing price not less than 90% of the average closing price per Share as quoted on the Stock Exchange for the last five trading days immediately prior to the initial completion date and in any event not less than the Minimum Placing Price.

• For identification purpose only

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LETTER FROM THE BOARD

Further, in order to enable and facilitate the Placing Agents to have sufficient time for settlement and completion of the Placing, the Company and the Placing Agents, on 11 September 2012 (after trading hours), entered into the Supplementary Agreement pursuant to which the Company and the Placing Agents agreed to amend the Placing Price and Completion Date, details of which, are as follows:

• (i) the Placing Price Determination Date shall be any day on or after the day the conditions precedent as set out in the section headed ‘‘Conditions precedent of the Placing’’ are fulfilled, as determined at the sole and absolute discretion of the Company.

• (ii) the Placing Price has been amended, modified and supplemented as ‘‘not less than 90% of the average closing price per Share as quoted on the Stock Exchange for the last five trading days immediately prior to the Placing Price Determination Date and in any event not less than the Minimum Placing Price’’.

• (iii) the Completion Date has been amended, modified and supplemented as ‘‘the seventh (7th) Business Day following the Placing Price Determination Date or at such other time as the Company and the Placing Agents may mutually agree in writing’’.

Save and except the change and adjustment of the Placing Price and Completion Date, all the other terms and conditions of the Placing Agreement remain the same and unaffected.

The maximum number of 300,000,000 Placing Shares to be placed under the Placing Agreement will be allotted and issued under the Specific Mandate to be granted to the Directors by the Shareholders at the SGM. Details of the Placing have been set out in the Announcements.

The purpose of this circular is to provide you with, amongst other matters, (i) further information relating to the Placing and the transactions contemplated thereunder; and (ii) a notice convening the SGM for the Shareholders to consider and, if thought fit, to approve the Placing Agreement, the Supplementary Agreement and the transactions contemplated thereunder, including the allotment and issue of the Placing Shares under the Specific Mandate.

THE PLACING AGREEMENT

Date

30 August 2012 as amended by the Supplementary Agreement on 11 September 2012

Parties

Issuer : The Company Placing Agent : 1. Ping An of China Securities (Hong Kong) Company Limited 2. Orient Securities Limited

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LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Placing Agents and its ultimate beneficial owner(s) are independent of, not connected with and not acting in concert (as defined in the Takeovers Code) with the Company or any promoters, director, chief executive, substantial shareholder (as defined in the Listing Rules) or connected persons of the Company or any of their respective subsidiaries or any of their respective associates (as defined in the Listing Rules).

The Placing

Pursuant to the Placing Agreement, the Placing Agents have conditionally agreed to procure Placees, on a best efforts basis, severally (and not jointly nor on a joint and several basis) to subscribe for up to a maximum of 300,000,000 Placing Shares at the Placing Price not less than 90% of the average closing price per Share as quoted on the Stock Exchange for the last five trading days immediately prior to the Placing Price Determination Date and in any event not less than the Minimum Placing Price.

Placees

The Placing Shares will be placed to not less than six (6) Placees. The Placing Agents and any selling agents procured by the Placing Agents shall use all reasonable endeavours to ensure that the Placees they procure respectively and their ultimate beneficial owners shall be Independent Third Parties and independent institutional investors and/or professional or private investors. All Placees will be independent of and not connected with one another. Before Completion, none of the Placees nor any persons acting in concert with them holds, directly or indirectly any Shares.

Pursuant to the terms and conditions of the Placing Agreement, the Placing Agents and any selling agents procured by the Placing Agents shall use all reasonable endeavours to ensure that upon Completion, (i) none of the Placees they procure respectively shall become a substantial Shareholder (as defined in the Listing Rules); and (ii) each Placee they procure respectively and their respective beneficial owners, together with parties acting in concert with any of them, shall not hold 30% or more of the total issued share capital of the Company.

In the event that the total number of Placees under the Placing falls below six, information of the Placees will be disclosed in a further announcement of the Company in accordance with the Listing Rules.

Number of Placing Shares

The maximum number of 300,000,000 Placing Shares represents (i) approximately 52.41% of the total issued share capital of the Company of 572,462,087 Shares as at the Latest Practicable Date; and (ii) approximately 34.39% of the total issued share capital of the Company as enlarged by the allotment and issue of 300,000,000 Placing Shares. The aggregate nominal value of the maximum number of 300,000,000 Placing Shares is HK$150,000,000.

The allocation of the number of Placing Shares and the selection of the Placees to be placed by each of the Placing Agents shall be at the sole and absolute discretion of the Company.

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LETTER FROM THE BOARD

Placing Price

The Placing Price shall be not less than 90% of the average closing price per Share as quoted on the Stock Exchange for the last five trading days immediately prior to the Placing Price Determination Date and in any event not less than the Minimum Placing Price.

The Placing Price shall not in any event be less than the Minimum Placing Price of HK$0.90, which represents:

• (i) a discount of approximately 2.17% to the closing price of HK$0.920 per Share as quoted on the Stock Exchange, being the date of signing of the Placing Agreement;

• (ii) a discount of approximately 3.23% to the average closing price of HK$0.930 per Share as quoted on the Stock Exchange for the last five trading days immediately prior to the date of signing of the Placing Agreement;

• (iii) a discount of approximately 2.60% to the average closing price of HK$0.924 per Share as quoted on the Stock Exchange for the last ten trading days immediately prior to the date of signing of the Placing Agreement; and

• (iv) a premium of approximately 2.27% from the closing price of HK$0.880 per Share as quoted on the Stock Exchange on the Latest Practicable Date.

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

Placing commission

In consideration of the services of the Placing Agents in connection with the Placing, the Company shall pay the Placing Agents a placing commission of 4.30% of the amount equal to the Placing Price multiplied by the total number of the Placing Shares successfully placed by the Placing Agents in accordance with the Placing Agreement.

The placing commission was negotiated on an arm’s length basis between the Company and the Placing Agents and determined with reference to, amongst other things, the market rate and the price performance of the Shares.

The Directors consider that the terms of the Placing Agreement and the Supplementary Agreement, including the placing commission, are fair and reasonable based on the current market conditions and prevailing market price of the Shares, and the Placing is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

Specific Mandate to issue Placing Shares

The Placing Shares will be allotted and issued under the Specific Mandate to be granted to the Directors by the Shareholders at the SGM.

Ranking of Placing Shares

The Placing Shares, when allotted and issued, shall rank pari passu in all respects among themselves and with the existing issued Shares on the date of allotment and issue of the Placing Shares.

Rights of the Placing Shares

The Placing Shares shall on allotment and issue be free from all liens, charges and encumbrances, and together with all rights attaching thereto as at the date of the Placing Agreement, including the right to receive all dividends and other distributions which may be declared, made or paid on or after the date of the Placing Agreement.

Conditions precedent of the Placing

Completion of the Placing is conditional upon:

• (i) 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 Placing Agreement, the Supplementary Agreement and the transactions contemplated thereunder, including the allotment and issue of the Placing Shares under the Specific Mandate at the SGM;

• (ii) the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Placing Shares under the Placing;

• (iii) if necessary, the Bermuda Monetary Authority granting consent to the allotment and issue of the Placing Shares under the Placing; and

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

If any of the above conditions precedent cannot be fulfilled on or before 30 November 2012 or such later date to be agreed between the Company and the Placing Agents in writing, the Placing Agreement will be terminated and the Placing will not proceed and all rights, obligations and liabilities of the parties thereunder in relation to the Placing shall cease and determine and none of the parties thereto shall have any claim against any other in respect of the Placing.

Each of the parties thereto undertake to the other parties that it will use its respective best endeavours to the extent it is within their power to do so to ensure that the conditions precedent specified above are fulfilled on or before 30 November 2012 or such later date as may mutually be agreed by the Company and the Placing Agents in writing.

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LETTER FROM THE BOARD

Termination

The Placing Agreement may be terminated prior to Completion, if, in the opinion of either the Company or any of the Placing Agents, the success of the Placing or the business or financial prospects of the Group would or is likely to be materially and adversely affected by:

• (i) any material breach of any of the warranties set out in the Placing Agreement;

• (ii) any suspension in dealings in or the listing of the Shares on the Stock Exchange for a period of more than 20 trading days (other than in connection with the Placing);

• (iii) the introduction of any new law or regulation or any change in existing laws or regulations or change in the interpretation or application thereof;

• (iv) the occurrence of any event, development or change (whether or not local, national or international or forming part of a series of events or changes occurring or continuing before, on and/or after the date of the Placing Agreement and including an event or change in relation to or a development of an existing state of affairs) of a political, military, industrial, financial, economic or other nature, whether or not sui generis with any of the foregoing, resulting in a material adverse change in, or which might be expected to result in a material adverse change in, political, economic or stock market conditions;

• (v) the imposition of any moratorium, suspension or material restriction on trading in securities generally on the Stock Exchange occurring due to exceptional financial circumstances or otherwise;

• (vi) a change or development involving a prospective change in taxation in Hong Kong, Bermuda or the PRC or the implementation of exchange controls which shall or might materially and adversely affect the Group or its present or prospective shareholders in their capacity as such; or

• (vii) any change or deterioration in the conditions of local, national or international securities markets.

In the event that the Company or any of the Placing Agents terminate the Placing Agreement in accordance with the above-mentioned provisions, all obligations of each of the parties thereto under the Placing Agreement shall cease and determine and no party thereto shall have any claim against any other parties 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.

Completion

Completion of the Placing shall take place on the seventh (7th) Business Day following the Placing Price Determination Date, or at such other time as the Company and the Placing Agents may mutually agree in writing.

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LETTER FROM THE BOARD

Application for listing

The Company will apply to the Listing Committee for the granting of the listing of, and permission to deal in, the Placing Shares.

EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below is the shareholding structure of the Company (i) as at the Latest Practicable Date; (ii) immediately after Completion, assuming none of the subscription rights attaching to the Warrants are exercised and a maximum of 300,000,000 Placing Shares are successfully placed by the Placing Agents; and (iii) immediately after Completion, assuming full exercise of all subscription rights attaching to the Warrants and a maximum of 300,000,000 Placing Shares are successfully placed by the Placing Agents.

Substantial Shareholder Max Sun Enterprises Limited (Note 1) Directors’ Interests Mr. Cheng Ming Kit (Note 2) Mr. Fung Siu To, Clement (Note 2) Existing Public Shareholders Placees (Note 3) Other Shareholders Total Note:	As at the Latest Practicable Date Number of Shares Approximate % 66,030,276 11.53% 1,000 0.0002% 30,000 0.0052% — — 506,400,811 88.46% 572,462,087 100.00%	Immediately after Completion assuming none of the subscription rights attaching to the Warrants are exercised Number of Shares Approximate % 66,030,276 7.57% 1,000 0.0001% 30,000 0.0034% 300,000,000 34.39% 506,400,811 58.04% 872,462,087 100.00%	Immediately after Completion assuming full exercise of all subscription rights attaching to the Warrants Number of Shares Approximate % 166,030,276 17.07% 1,000 0.0001% 30,000 0.0031% 300,000,000 30.85% 506,400,811 52.07% 972,462,087 100.00%	Immediately after Completion assuming full exercise of all subscription rights attaching to the Warrants Number of Shares Approximate % 166,030,276 17.07% 1,000 0.0001% 30,000 0.0031% 300,000,000 30.85% 506,400,811 52.07% 972,462,087 100.00%
				100.00%

1. Max Sun Enterprises Limited is a wholly-owned subsidiary of Chow Tai Fook Nominee Limited, which is in turn controlled by Dato’ Dr. Cheng Yu Tung. As such, Chow Tai Fook Nominee Limited and Dato’ Dr. Cheng Yu-Tung were deemed to have interest in the shares held by Max Sun Enterprises Limited for the purposes of Securities and Futures Ordinance.

2. Mr. Cheng Ming Kit is an executive Director and Mr. Fung Siu To, Clement is an independent nonexecutive Director.

3. All Placees are independent institutional investors and/or professional or private investors, and who and whose ultimate beneficial owners are Independent Third Parties. All Placees will be independent of and not connected with one another.

Pursuant to the terms and conditions of the Placing Agreement, the Placing Agents and any selling agents procured by the Placing Agents shall use all reasonable endeavours to ensure that upon Completion, (i) none of the Placees they procure respectively will become a substantial Shareholder (as

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LETTER FROM THE BOARD

defined in the Listing Rules); and (ii) each Placee they procure respectively and their respective beneficial owners, together with parties acting in concert with any of them, will not hold 30% or more of the total issued share capital of the Company.

FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

Save as disclosed below, the Company has not conducted any fund raising activities in the past twelve months before the Latest Practicable Date.

Date of		Net proceeds	Intended use of	Actual use of
announcement	Event	(approximately)	proceeds as announced	proceeds
29 May 2012	Subscription of unlisted	HK$1.7 million	For general working capital of	Not yet utilised
	Warrants under the		the Group
	specific mandate
20 January 2012	Placing of new shares	HK$47.2 million	For the payment of	For the payment of
	under general mandate		exploration works in	exploration works in
			Argentina, to finance	Argentina and deposits
			potential new projects and	for the possible
			future investment	acquisitions as
			opportunities	announced by the
				Company on
				15 May 2012 and 31
				July 2012
7 September 2011	Placing of unlisted	N/A	For the payment of	N/A
(Note)	warrants under general		exploration works in
	mandate		Argentina, to finance
			potential new projects and
			future investment
			opportunities

Note: The placing has been lapsed, details of which have been set out in the announcement of the Company dated 30 September 2011.

REASONS FOR AND BENEFIT OF THE PLACING AND USE OF PROCEEDS

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 hold the view that the Placing can provide an opportunity to strengthen the capital base of the Group and the financial position of the Group’s future business developments.

The Directors confirm that apart from the Placing, the Group has also considered other fund raising alternatives including rights issue, open offer or debt financing. However, the Directors hold the view that the ability of the Group to obtain bank borrowings usually depends on the Group’s profitability, financial position and the then prevailing market condition, such alternative may be subject to lengthy due diligence and negotiations with

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LETTER FROM THE BOARD

banks. Also, in light of the interest burden of debt financing on the Group, the Directors consider debt financing to be relatively costly and time consuming as compared to the placing of new Shares to obtain additional funding. The Directors also hold the view that pro-rata equity financing such as rights issue or open offer is more time consuming and often attracts a steeper discount to its then market price than the placing of new Shares. Having assessed the costs and benefits of such alternatives, the Directors hold the view that the Placing is the preferred means of fund raising.

Assuming all 300,000,000 Placing Shares are placed in full at or above the Minimum Placing Price of HK$0.90 by the Placing Agents, the minimum gross proceeds from the Placing to be received by the Company will be HK$270 million. The minimum net proceeds from the Placing, after taking into account the estimated expenses in relation to the Placing, will be approximately HK$258 million. As a result, the minimum net price per Placing Share will be approximately HK$0.86.

The Company intends to apply the net proceeds of approximately HK$258 million from the Placing in the following manner:

• . for financing future investment opportunities which are expected to improve the profitability and/or broaden the revenue streams of the Group, including but not limited to:

• (i) approximately 33% of the net proceeds for financing the exploration and conducting test drillings of the Tartagal Oriental and Morillo concessions;

• (ii) approximately 25% of the net proceeds for financing the possible acquisition of 29.4% interest in the Valle de Lerma concession, 35% interest in the Selva Maria concession, 35% interest in the San Salvador concession and 35% interest in the Libertador concession as announced by the Company on 15 May 2012 and 31 July 2012; and

• (iii) approximately 22% of the net proceeds for financing the liquefied natural gas and related business in the PRC; and

• . approximately 20% of the net proceeds for general working capital purpose.

The Directors hold the view that the terms of the Placing Agreement and the Supplementary Agreement are on normal commercial terms and are fair and reasonable and the Placing is in the interests of the Company and the Shareholders as a whole.

SGM

A notice convening the SGM to be held at 3/F Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Wednesday, 3 October 2012 at 11:00 a.m. is set out on pages 14 to 15 of this circular.

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LETTER FROM THE BOARD

A form of proxy for the SGM is enclosed with this circular. Whether or not you intend to attend the SGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible, but in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

All votes of the Shareholders at the SGM shall be taken by poll pursuant to Rule 13.39(4) of the Listing Rules. To the best knowledge of the Board, none of the Shareholders have a material interest in the Placing and the transactions contemplated thereunder and will be required to abstain from voting at the SGM in respect of the relevant resolution(s) relating to the Placing and the Specific Mandate.

RECOMMENDATIONS

Having considered the reasons as set out herein, the Board hereby recommends the Shareholders to vote in favour of the relevant resolution(s) to be proposed at the SGM to approve, among other matters, (i) the Placing Agreement, the Supplementary Agreement and the transactions contemplated thereunder; and (ii) the grant of the Specific Mandate for the allotment and issue of the Placing Shares.

Shareholders and potential investors should note that the Completion is subject to fulfillment of the conditions precedent as set out in the section headed ‘‘Conditions precedent of the Placing’’ above and under 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 and if they are in any doubt about their position, they should consult their professional advisers.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By Order of the Board

New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman

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NOTICE OF SGM

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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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘SGM’’) of New Times Energy Corporation Limited (the ‘‘Company’’) will be convened and held at 3/F Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Wednesday, 3 October 2012 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolution with or without amendments as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT

• (a) the execution of the placing agreement dated 30 August 2012 (the ‘‘Placing Agreement’’) as amended by the Supplementary Agreement to the Placing Agreement dated 11 September 2012 (the ‘‘Supplementary Agreement’’) entered into between the Company as issuer, and Ping An of China Securities (Hong Kong) Company Limited as the placing agent and Orient Securities Limited as the coplacing agent in relation to the best effort placing of an aggregate of 300,000,000 new shares (the ‘‘Placing Shares’’) of HK$0.50 each (the ‘‘Share(s)’’) in the share capital of the Company at the placing price not less than 90% of the average closing price per Share as quoted on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) for the last five trading days immediately prior to any day on or after the day the conditions precedent to the Placing Agreement are fulfilled, as determined at the sole and absolute discretion of the Company and in any event not less than the minimum placing price of HK$0.90, and all transactions contemplated thereunder be and are hereby approved, confirmed and ratified (a copy of which is marked ‘‘A’’ and ‘‘B’’ respectively, and has been produced to the SGM and signed by the chairman of the SGM for the purpose of identification);

• (b) conditional upon, among others, the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Placing Shares, the allotment and issue of the Placing Shares (the ‘‘Specific Mandate’’), pursuant to and subject to the terms and conditions of the Placing Agreement as amended by the Supplementary Agreement be and are hereby approved. The Specific Mandate is in addition to, and shall not prejudice nor revoke any general or specific mandate(s) which has/have been granted or may from time to time be granted to the directors of the Company prior to the passing of this resolution; and

• For identification purpose only

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NOTICE OF SGM

• (c) any one director of the Company be and is hereby authorised to exercise all the powers of the Company and take all steps as might in his/her opinion be desirable, necessary or expedient in relation to the allotment and issue of the Placing Shares in connection with the implementation of the transactions contemplated under the Placing Agreement as amended by the Supplementary Agreement, including without limitation to the execution, amendment, supplement, delivery, submission and implementation of any further documents or agreements.’’

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

Hong Kong, 13 September 2012

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and principal place of business in Hong Kong: Unit 1007–08, 10th Floor New World Tower I 18 Queen’s Road Central Hong Kong

Notes:

• (1) Any shareholder of the Company (the ‘‘Shareholder(s)’’) entitled to attend and vote at the SGM shall be entitled to appoint another person as his proxy to attend and vote instead of him, subject to the provisions of the bye-laws of the Company. A proxy need not be a Shareholder.

• (2) The form of proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

• (3) Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the SGM and in such event, the form of proxy shall be deemed to be revoked.

• (4) Where there are joint Shareholders, any one of such joint Shareholders may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint Shareholders be present at the SGM the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Shareholders, and for this purpose seniority shall be determined by the order in which the names stand in the register of shareholders of the Company in respect of the joint holding.

• (5) In order to be valid, the form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof (as the case may be).

The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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