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GoFintech Quantum Innovation Limited Capital/Financing Update 2012

Sep 11, 2012

49098_rns_2012-09-11_f2785354-595b-4580-a4e7-d677f6585c13.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.

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)

SUPPLEMENTARY AGREEMENT IN RELATION TO THE

PROPOSED PLACING OF NEW SHARES UNDER SPECIFIC MANDATE

PLACING AGENT CO-PLACING AGENT Ping An of China Securities (Hong Kong) Orient Securities Limited Company Limited

SUPPLEMENTARY AGREEMENT

The Board announces that on 11 September 2012 (after trading hours), the Company and the Placing Agents have entered into the Supplementary Agreement to amend the Placing Agreement in respect of the Placing Price and Completion Date, details of which, are as follows:

Placing Price Determination Date

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’’ of the Announcement are fulfilled, as determined at the sole and absolute discretion of the Company.

  • For identification purpose only

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Placing Price

In addition, 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’’.

Completion Date

Further, 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.

Reference is made to the Announcement in respect of the proposed placing of new shares under a specific mandate. Unless otherwise stated herein, terms and expressions used herein shall have the same meanings as those defined in the Announcement.

SUPPLEMENTARY AGREEMENT

The Board announces that on 11 September 2012 (after trading hours), the Company and the Placing Agents have entered into the Supplementary Agreement to amend the Placing Agreement in respect of the Placing Price and Completion Date, details of which, are as follows:

Placing Price Determination Date

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’’ of the Announcement are fulfilled, as determined at the sole and absolute discretion of the Company.

Placing Price

In addition, 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’’.

Completion Date

Further, 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’’.

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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 Directors hold the view that the terms of 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.

EFFECT ON SHAREHOLDING STRUCTURE

The change and adjustment of the Placing Price and Completion Date 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 Placing.

GENERAL

The Placing 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, among other matters, (i) the Placing Agreement, Supplementary Agreement and the transactions contemplated thereunder; and (ii) the grant of the Specific Mandate for the allotment and issue of the Placing Shares.

To the best knowledge of the Directors, none of the Shareholders has a material interest in the transactions contemplated under the Placing Agreement and Supplementary 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 Placing and the Specific Mandate.

A circular containing, among other things, (i) further details relating to the Placing, the Placing Agreement, the Supplementary Agreement and the transactions contemplated thereunder; and (ii) a notice convening the SGM will be despatched to the Shareholders as soon as practicable in accordance with the Listing Rules.

Shareholders and potential investors should note that Completion is subject to fulfillment of the conditions precedent as set out in the section headed ‘‘Conditions precedent of the Placing’’ in the Announcement 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.

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DEFINITIONS

  • ‘‘Announcement’’

the announcement of the Company dated 30 August 2012 in respect of the Placing under the Specific Mandate

  • ‘‘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 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’’ of the Announcement are fulfilled, as determined at the sole and absolute discretion of the Company

  • ‘‘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

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

Hong Kong, 11 September 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 Directors, 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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