GoFintech Quantum Innovation Limited - Capital/Financing Update 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 is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for 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)

SUPPLEMENTAL AGREEMENT TO THE ACQUISITION AGREEMENT

SUPPLEMENTAL AGREEMENT

On 31 July 2012, the Company, the Purchaser, the Vendor, Target Company A and Target Company B entered into the Supplemental Agreement. The principal terms of the Supplemental Agreement are summarized in this announcement.

Save and except the amendments as disclosed in this announcement, all the terms and conditions of the Acquisition Agreement remain unchanged.

Subject Matter of the transaction

Pursuant to the Supplemental Agreement, the parties to the Supplemental Agreement agreed to amend and supplement the Acquisition Agreement to the effect that the Purchaser conditionally agreed to acquire New Sale Interests directly as opposed to acquiring the same through the acquisition of the shares of Target Company A and Target Company B. Completion and termination of the individual interests in the Concessions shall be independent of each other.

Consideration

Pursuant to the Supplemental Agreement, the Consideration and settlement thereof for the New Sale Interests were agreed to be allocated and settled as follows:

(i) the consideration for New Sale Interest A shall be HK$57,500,000 of which:

For identification purpose only

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(a) as to HK$12,500,000 shall be settled by the Purchaser by applying HK7,500,000 out from the Deposit and HK$5,000,000 out from the Further Deposit at Completion A;
(b) as to HK$40,000,000 shall be paid to the Vendor and satisfied by procuring the Company to issue the Convertible Notes, in such same principal amount, in favour of the Vendor and/or Nominee(s), as the case may be, at Completion A with the Convertible Notes in such aggregate amount of HK$40,000,000 to be held in escrow by the escrow agent to be appointed by the Purchaser and the Vendor jointly in accordance with the terms and conditions under the Escrow Agreement and such Convertible Notes issued are to be delivered to the Vendor within 3 Business Days after fulfilment of the undertakings referred to in the section headed ‘‘Further Undertakings after Completion A’’;
(c) as to HK$5,000,000 shall be paid to the Vendor and satisfied by procuring the Company to issue the Promissory Notes, in such same principal amount, to the Vendor and/or the Nominee(s), as the case may be, at Completion A with the Promissory Notes in such aggregate amount of HK$5,000,000 to be held in escrow by the escrow agent referred to in (i)(b) above and such Promissory Note issued are to be delivered to the Vendor within 3 Business Days after fulfilment of the undertakings referred to in the section headed ‘‘Further Undertakings after Completion A’’; and
(d) In the event that the undertakings referred to in the section headed ‘‘Further Undertakings after Completion A’’ are not fulfilled, 1) the Vendor and the Purchaser shall procure return of the Convertible Notes and Promissory Notes held in escrow pursuant to (i)(b) and (i)(c) above; 2) the Vendor shall return to the Purchaser HK$6,400,000, being part of the Deposit utilized towards payment at Completion A, in the manner set out in the section headed ‘‘Further Undertakings after Completion A’’; and 3) the consideration in relation to New Sale Interest A will be deemed to be reduced by HK$51,400,000 and the HK$6,100,000 paid at Completion A shall be full and final settlement thereof.
(ii) the consideration for New Sale Interest B shall be HK$500,000 of which:
(a) as to HK$500,000 shall be paid to the Vendor and satisfied by procuring the Company to issue and deliver the Convertible Notes, in such same principal amount, in favour of the Vendor and/or Nominee(s), as the case may be, at Completion B;
(iii) the consideration for New Sale Interest C shall be HK$500,000 of which:
(a) as to HK$500,000 shall be paid to the Vendor and satisfied by procuring the Company to issue and deliver the Convertible Notes, in such same principal amount, in favour of the Vendor and/or Nominee(s), as the case may be, at Completion C; and

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(iv) the consideration for New Sale Interest D shall be HK$57,500,000 of which:
(a) as to HK$12,500,000 shall be settled by the Purchaser by applying HK$7,500,000 out from the Deposit and HK$5,000,000 out from the Further Deposit at Completion D;
(b) as to HK$40,000,000 shall be paid to the Vendor and satisfied by procuring the Company to issue and deliver the Convertible Notes, in such same principal amount, in favour of the Vendor and/or Nominee(s), as the case may be, at Completion D; and
(c) as to HK$5,000,000 shall be paid to the Vendor and satisfied by procuring the Company to issue the Promissory Note, in such same principal amount, to the Vendor and/or Nominee(s), as the case may be, at Completion D.

Further Undertakings after Completion A

Conditional upon Completion A having taken place, the Vendor shall within six months from Completion Date A, 1) procure due performance of the registration procedures and formalities required to be made to recognize the interest of the Purchaser in the Valle de Lerma Concession to the Purchaser’s satisfaction, including but not limited to (i) due registration of the UTE A incorporating the Operational Contract A for the management and operation of the Valle de Lerma Concession; (ii) due registration of the assignment evidencing the transfer of New Sale Interest A to the Purchaser or its nominee(s); and (iii) procurement of satisfaction of the terms and conditions imposed by the governing bodies for the maintenance of the validity and enforceability of the Valle de Lerma Concession; and 2) provide an official valuation report at the cost of the Purchaser in a form and substance acceptable to the Company prepared and issued by a firm of independent valuers nominated by the Company showing the value of the Valle de Lerma Concession being not less than HK$57,500,000 or its equivalent in other foreign currency.

In the event that the above undertakings are not fulfilled, 1) the Vendor and the Purchaser shall procure the escrow agent to return the Convertible Notes and Promissory Note held in escrow pursuant to (i)(b) and (i)(c) above; 2) the Vendor shall return to the Purchaser HK$6,400,000 being part of the Deposit utilized towards payment at Completion A in full without interest within 5 Business Days after six months from Completion Date A failing which default interest shall be paid at the rate of 3% per annum; and 3) the consideration in relation to New Sale Interest A shall be deemed to be reduced by HK$51,400,000 and the HK$6,100,000 paid at Completion A shall be full and final settlement thereof.

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Escrow arrangement for Completion A Convertible Notes and Promissory Notes

Pursuant to the Supplemental Agreement, the Convertible Notes in the aggregate amount of HK$40,000,000 and the Promissory Notes in the aggregate amount of HK$5,000,000 to be issued at Completion A would be held in escrow and to be released to the Vendor until the undertakings set out in section headed ‘‘Further Undertakings after Completion A’’ above having performed. In the event that such undertakings are not fulfilled, the Vendor and the Purchaser shall jointly procure the escrow agent to return to the Purchaser the Convertible Notes and Promissory Notes held in escrow in accordance with the terms and conditions of the Escrow Agreement.

The Vendor will at Completion A undertake and will procure its Nominee(s) to undertake that before the relevant Convertible Notes are released from escrow not to exercise their respective rights under the Convertible Notes until the same has been released to the Vendor and/or its Nominee(s).

All other terms and conditions of the Convertible Notes and Promissory Notes remain unchanged.

LISTING RULES IMPLICATIONS

The consideration when aggregated remains the same and will have the same Listing Rules implications as disclosed in Announcement 1.

Shareholders and potential investors should note that the acquisition of the New Sale Interests is subject to the fulfillment or waiver of conditions precedent and may or may not proceed to Completion and, even if proceeded to Completion, the value of the asset(s) acquired and the consideration to be provided may vary. Shareholders and investors should exercise caution in dealing with the securities of the Company.

Reference is made to the announcements of the Company dated 15 May 2012 (‘‘Announcement 1’’) and 29 June 2012 (‘‘Announcement 2’’) in relation to the Acquisition, pursuant to which the Company conditionally agreed to acquire the Sale Interests. Unless the context requires otherwise or otherwise defined herein, the use of capitalized terms herein shall have the same meanings as defined in the Announcement 1.

THE SUPPLEMENTAL AGREEMENT

On 15 May 2012, the Company, the Purchaser, the Vendor, Target Company A and Target Company B entered into the Acquisition Agreement, pursuant to which the Purchaser conditionally agreed to acquire and the Vendor conditionally agreed to sell the Sale Interests through acquisition of Sale Shares, representing the entire issued share capital of each of the Target Company A and Target Company B.

On 28 June 2012, the Purchaser and the Vendor agreed to include certain new terms and conditions in the form of the Convertible Notes to be issued at Completion under the Acquisition Agreement.

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Save and except the amendments as disclosed in this announcement, all the terms and conditions of the Acquisition Agreement remain unchanged.

Subject Matter of the transaction

Pursuant to the Supplemental Agreement, the parties to the Supplemental Agreement agreed to amend and supplement the Acquisition Agreement to the effect that the Purchaser conditionally agreed to acquire the New Sale Interests directly as opposed to acquiring the same through the acquisition of the shares of Target Company A and Target Company B. Completion and termination of the individual interests in the Concessions shall be independent of each other.

Consideration

Pursuant to the Supplemental Agreement, the Consideration and settlement thereof for the New Sale Interests were agreed to be allocated and settled as follows:

(i) the consideration for New Sale Interest A shall be HK$57,500,000 of which:
(a) as to HK$12,500,000 shall be settled by the Purchaser by applying HK7,500,000 out from the Deposit and HK$5,000,000 out from the Further Deposit at Completion A;
(b) as to HK$40,000,000 shall be paid to the Vendor and satisfied by procuring the Company to issue the Convertible Notes, in such same principal amount, in favour of the Vendor and/or Nominee(s), as the case may be, at Completion A with the Convertible Notes in such aggregate amount of HK$40,000,000 to be held in escrow by the escrow agent to be appointed by the Purchaser and the Vendor jointly in accordance with the terms and conditions under the Escrow Agreement and such Convertible Notes issued are to be delivered to the Vendor within 3 Business Days after fulfilment of the undertakings referred to in the section headed ‘‘Further Undertakings after Completion A’’ below;
(c) as to HK$5,000,000 shall be paid to the Vendor and satisfied by procuring the Company to issue the Promissory Notes, in such same principal amount, to the Vendor and/or the Nominee(s), as the case may be, at Completion A with the Promissory Notes in such aggregate amount of HK$5,000,000 to be held in escrow by the escrow agent referred to in (i)(b) above and such Promissory Note issued are to be delivered to the Vendor within 3 Business Days after fulfilment of the undertakings referred to in the section headed ‘‘Further Undertakings after Completion A’’ below; and
(d) In the event that the undertakings referred to in the section headed ‘‘Further Undertakings after Completion A’’ below are not fulfilled, 1) the Vendor and the Purchaser shall procure return of the Convertible Notes and Promissory Notes held in escrow pursuant to (i)(b) and (i)(c) above; 2) the Vendor shall return to the

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Purchaser HK$6,400,000, being part of the Deposit utilized towards payment at Completion A, in the manner set out in the section headed ‘‘Further Undertakings after Completion A’’; and 3) the consideration in relation to New Sale Interest A will be deemed to be reduced by HK$51,400,000 and the HK$6,100,000 paid at Completion A shall be full and final settlement thereof.

(ii) the consideration for New Sale Interest B shall be HK$500,000 of which:
(a) as to HK$500,000 shall be paid to the Vendor and satisfied by procuring the Company to issue and deliver the Convertible Notes, in such same principal amount, in favour of the Vendor and/or Nominee(s), as the case may be, at Completion B;
(iii) the consideration for New Sale Interest C shall be HK$500,000 of which:
(a) as to HK$500,000 shall be paid to the Vendor and satisfied by procuring the Company to issue and deliver the Convertible Notes, in such same principal amount, in favour of the Vendor and/or Nominee(s), as the case may be, at Completion C; and
(iv) the consideration for New Sale Interest D shall be HK$57,500,000 of which:
(a) as to HK$12,500,000 shall be settled by the Purchaser by applying HK$7,500,000 out from the Deposit and HK$5,000,000 out from the Further Deposit at Completion D;
(b) as to HK$40,000,000 shall be paid to the Vendor and satisfied by procuring the Company to issue and deliver the Convertible Notes, in such same principal amount, in favour of the Vendor and/or Nominee(s), as the case may be, at Completion D; and
(c) as to HK$5,000,000 shall be paid to the Vendor and satisfied by procuring the Company to issue the Promissory Note, in such same principal amount, to the Vendor and/or Nominee(s), as the case may be, at Completion D.

Replacement of the Share Charges by the New Share Charge

Pursuant to the Supplemental Agreement, the Vendor, as chargor, executed two new share charges (together the ‘‘New Share Charges’’) to charge the Vendor’s entire interest in Target Company A and Target Company B respectively in favour of the Company, pursuant to which the Vendor created a first ranking fixed charge over the entire issue share capital of Target Company A and Target Company B, to replace the Share Charges to secure the refund of the Deposit and the Further Deposit or any part thereof, as the case may be, by the Vendor pursuant to the terms and conditions of the Acquisition Agreement and to update the respective entitlements of the Vendor as chargor for release of the same given the several completion of acquisition of each of the Concessions contemplated by the Acquisition Agreement.

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In consideration of the Vendor granting the New Share Charges, the Purchaser, as the chargee of the Share Charges, released the Share Charges by execution of two deeds of release after execution of the deeds of New Share Charges.

Conditions Precedent

Pursuant to the Supplemental Agreement, the conditions precedent to completion has been amended to the effect that Completion A, Completion B, Completion C and Completion D would have their respective conditions precedent which are set out as follows:

Conditions precedent to Completion A

Completion A is subject to the following conditions precedent being fulfilled:

(i) The Company matters:
a. the Company having obtained (where and to the extent required) the approval by the shareholders of the Company of the Acquisition Agreement and the transactions contemplated thereunder (including but not limited to (i) the purchase of the New Sale Interests, (ii) the issue of the Convertible Notes to the Vendor and/or its Nominee(s), (iii) the allotment and issue of the Conversion Shares upon the exercise of the conversion rights under the Convertible Notes as required by the Listing Rules and (iv) the issue of the Promissory Notes in favour of the Vendor and/or its Nominee(s);
b. the Company having complied to the satisfaction of the Stock Exchange and where applicable, the SFC with all applicable requirements under the Listing Rules and, where applicable, the Takeovers Code in relation to the issue of the Convertible Notes and the issue and allotment of the Conversion Shares upon the exercise of the conversion rights under the Convertible Notes and other transactions contemplated therein;
c. the Shares remaining listed and traded on the Main Board of the Stock Exchange at all times from the date hereof up to (and including) Completion A, save for any temporary suspension not exceeding twelve consecutive business days (as defined in the Listing Rules), or such longer period as may be required by the SFC or the Stock Exchange in connection with the review and approval of the documents relating to the Acquisition Agreement by the SFC or the Stock Exchange prior to their release or publication, and no indication being received prior to Completion A from the SFC or the Stock Exchange to the effect that the listing of the Shares on the Main Board of the Stock Exchange shall or may be withdrawn or objected to;
d. the Company having obtained any necessary waiver, consent, approval, licence, authorization, permission, order and exemption (if required) from the relevant governmental or regulatory authorities or other third parties which are necessary in connection with the execution and performance of the Acquisition Agreement and any of the transactions contemplated under the Acquisition Agreement, including but not limited to (where required) the Bermuda Monetary Authority granting its

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permission to the issue of the Convertible Notes, the issue and allotment of the Conversion Shares upon the exercise of the conversion rights under the Convertible Notes and the issue of the Promissory Notes;

e. the Listing Committee of the Stock Exchange having granted the listing of and permission to deal in the Conversion Shares (in each case, either unconditionally or subject only to conditions which the Vendor have no reasonable objection) approved, where required, the issuance of the Convertible Notes;
(ii) the Company having obtained an official valuation report at the cost of the Purchaser in a form and substance acceptable to the Company prepared and issued by a firm of independent valuers nominated by the Company showing the value of the Valle de Lerma Concession being not less than HK$6,100,000 or its equivalent in other foreign currency;
(iii) the Purchaser having obtained a legal opinion at the cost of the Purchaser in a form and substance acceptable to the Purchaser prepared by an Argentine legal adviser acceptable to the Purchaser on the legality, validity and enforceability of the Rights in relation to the Valle de Lerma Concession including but not limited to the ownership of 29.4% interests in the Valle de Lerma Concession, the related, potential exploration and/or exploitation rights as that set out in the Acquisition Agreement;
(iv) the Purchaser having obtained a technical report at the cost of the Purchaser in a form and substance acceptable to the Company having been prepared and issued by a firm of independent technical consultants showing that the total crude oil and natural gas reserves in the Valle de Lerma Concession with no material adverse deviation to the valuation report referred to in the condition set out in (ii) above;
(v) the Purchaser or its nominee(s) having signed a Companies’ Temporary Association Agreement (‘‘UTE A’’) together with an operational contract (the ‘‘Operational Contract A’’) to be signed by the members of the joint operational committee for the jointly controlled operation of the Valle de Lerma Concession, reflecting the direct interest of the Purchaser or its nominee(s) in the Valle de Lerma Concession as that interest holding structure as set out in the Acquisition Agreement, and such UTE A has been duly registered and recognised as effective and enforceable with the relevant authority in Argentina;
(vi) the exploitation permits for the Valle de Lerma Concession issued by relevant authority in Argentina granting the exclusive rights to exploit solid, liquid and gaseous hydrocarbon deposits or otherwise in certain hydrocarbons areas in the Valle de Lerma Concession;
(vii) the Vendor’s warranties being true and correct in all material respects as at Completion A by reference to the facts and circumstances subsisting at that date;
(viii) the Purchaser being satisfied with the results of its legal and financial due diligence in respect of the Valle de Lerma Concession by notifying the Vendor in writing; and
(ix) the Escrow Agreement duly executed and delivered.

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The Company may waive the conditions precedent set out in (v) and (vi) above by notice in writing to other parties to the Acquisition Agreement.

If any of the above conditions has not been fulfilled or waived (as the case may be) on or before 31 December 2012 or such other dates as may be agreed by the parties to the Acquisition Agreement in writing (except that the condition precedent set out in (vii) above be fulfilled at Completion A), those parts of the Acquisition Agreement in relation to New Sale Interest A shall be terminated with effect of termination as that set out in the section headed ‘‘Termination — New Sale Interest A’’ below.

Conditions precedent to Completion B

Completion B is subject to the following conditions precedent being fulfilled:

(I) The Company matters:
a. the Shares remaining listed and traded on the Main Board of the Stock Exchange at all times from the date hereof up to (and including) the Completion B, save for any temporary suspension not exceeding twelve consecutive business days (as defined in the Listing Rules), or such longer period as may be required by the SFC or the Stock Exchange in connection with the review and approval of the documents relating to the Acquisition Agreement by the SFC or the Stock Exchange prior to their release or publication, and no indication being received prior to Completion B from the SFC or the Stock Exchange to the effect that the listing of the Listed Shares on the Main Board of the Stock Exchange shall or may be withdrawn or objected to;
b. the Listing Committee of the Stock Exchange having granted the listing of and permission to deal in the Conversion Shares (in each case, either unconditionally or subject only to conditions which the Vendor have no reasonable objection) where required, approved the issuance of the Convertible Notes;
(II) the Company having obtained an official valuation report at the cost of the Purchaser in a form and substance acceptable to the Company prepared and issued by a firm of independent valuers nominated by the Company showing the value of the San Salvador Concession being not less than HK$500,000 or its equivalent in other foreign currency;
(III) the Purchaser having obtained a legal opinion in a form and substance acceptable to the Purchaser prepared by an Argentine legal adviser acceptable to the Purchaser on the legality, validity and enforceability of the Rights in relation to the San Salvador Concession including but not limited to the ownership of 35% interests in the San Salvador Concession and the related and potential exploration and/or exploitation rights as that set out in the Acquisition Agreement;
(IV) the Purchaser having obtained a technical report at the cost of the Purchaser in a form and substance acceptable to the Company having been prepared and issued by a firm of independent technical consultants showing that the total crude oil and natural gas reserves in San Salvador Concession with no material adverse deviation to the valuation report referred to in the condition set out in (II) above;

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(V) the Purchaser or its nominee(s) having signed a Companies’ Temporary Association Agreement (‘‘UTE B’’) together with an operational contract to be signed by the members of the joint operational committee for the jointly controlled operation of the San Salvador Concession, reflecting the direct interest of the Purchaser or its nominee(s) in the San Salvador Concession as that interest holding structure as set out in the Acquisition Agreement, and such UTE B has been duly registered and recognised as effective and enforceable with the relevant authority in Argentina;
(VI) the exploitation permit for the San Salvador Concession issued by relevant authority in Argentina granting the exclusive rights to exploit solid, liquid and gaseous hydrocarbon deposits or otherwise in certain hydrocarbons areas in the San Salvador Concession;
(VII) the Vendor’s warranties being true and correct in all material respects as at Completion B by reference to the facts and circumstances subsisting at that date; and
(VIII) the Purchaser being satisfied with the results of its legal and financial due diligence in respect of the San Salvador Concession by notifying the Vendor in writing.

The Company may waive the conditions precedent set out in (V) and (VI) above by notice in writing to other parties to the Acquisition Agreement.

If any of the above conditions has not been fulfilled or waived (as the case may be) on or before 31 December 2012 or such other dates as may be agreed by the parties to the Acquisition Agreement in writing (except that the conditions precedent set out in (VII) above be fulfilled at Completion B), those parts of the Acquisition Agreement in relation to New Sale Interest B shall be terminated with effect of termination as that set out in the section headed ‘‘Termination — New Sale Interest B’’ below.

Conditions precedent to Completion C

Completion C is subject to the following conditions precedent being fulfilled:

1) The Company matters:
a. the Shares remaining listed and traded on the Main Board of the Stock Exchange at all times from the date hereof up to (and including) the Completion C, save for any temporary suspension not exceeding twelve consecutive business days (as defined in the Listing Rules), or such longer period as may be required by the SFC or the Stock Exchange in connection with the review and approval of the documents relating to the Acquisition Agreement by the SFC or the Stock Exchange prior to their release or publication, and no indication being received prior to Completion C from the SFC or the Stock Exchange to the effect that the listing of the Listed Shares on the Main Board of the Stock Exchange shall or may be withdrawn or objected to;
b. the Listing Committee of the Stock Exchange having granted the listing of and permission to deal in the Conversion Shares (in each case, either unconditionally or subject only to conditions which the Vendor have no reasonable objection) where required, approved the issuance of the Convertible Notes;

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2) the Company having obtained an official valuation report at the cost of the Purchaser in a form and substance acceptable to the Company prepared and issued by a firm of independent valuers nominated by the Company showing the value of the Libertador Concession being not less than HK$500,000 or its equivalent in other foreign currency;
3) the Purchaser having obtained a legal opinion in a form and substance acceptable to the Purchaser prepared by an Argentine legal adviser acceptable to the Purchaser on the legality, validity and enforceability of the Rights in relation to the Libertador Concession including but not limited to the ownership of 35% interests in the Libertador Concession and the related and potential exploration and/or exploitation rights as that set out in the Acquisition Agreement;
4) the Purchaser having obtained a technical report at the cost of the Purchaser in a form and substance acceptable to the Company having been prepared and issued by a firm of independent technical consultants showing that the total crude oil and natural gas reserves in the Libertador Concession with no material adverse deviation to the valuation report referred to in the condition set out in 2) above;
5) the Purchaser or its nominee(s) having signed a Companies’ Temporary Association Agreement (‘‘UTE C’’) together with an operational contract to be signed by the members of the joint operational committee for the jointly controlled operation of the Libertador Concession, reflecting the direct interest of the Purchaser or its nominee(s) in the Libertador Concession as that interest holding structure as set out in the Acquisition Agreement, and such UTE C has been duly registered and recognised as effective and enforceable with the relevant authority in Argentina;
6) the exploitation permit for the Libertador Concession issued by relevant authority in Argentina granting the exclusive rights to exploit solid, liquid and gaseous hydrocarbon deposits or otherwise in certain hydrocarbons areas in the Libertador Concession;
7) the Vendor’s warranties being true and correct in all material respects as at Completion C by reference to the facts and circumstances subsisting at that date; and
8) the Purchaser being satisfied with the results of its legal and financial due diligence in respect of the Libertador Concession by notifying the Vendor in writing.

The Company may waive the conditions precedent set out in 5) and 6) above by notice in writing to other parties to the Acquisition Agreement.

If any of the above conditions has not been fulfilled or waived (as the case may be) on or before 31 December 2012 or such other dates as may be agreed by the parties to the Acquisition Agreement in writing (except that the conditions precedent set out in 7) above be fulfilled at Completion C), those parts of the Acquisition Agreement in relation to New Sale Interest C shall be terminated with effect of termination as that set out in the section headed ‘‘Termination — New Sale Interest C’’ below.

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Conditions precedent to Completion D

Completion D is subject to the following conditions precedent being fulfilled:

(1) The Company matters:
a. the Shares remaining listed and traded on the Main Board of the Stock Exchange at all times from the date hereof up to (and including) the Completion D, save for any temporary suspension not exceeding twelve consecutive business days (as defined in the Listing Rules), or such longer period as may be required by the SFC or the Stock Exchange in connection with the review and approval of the documents relating to the Acquisition Agreement by the SFC or the Stock Exchange prior to their release or publication, and no indication being received prior to Completion D from the SFC or the Stock Exchange to the effect that the listing of the Listed Shares on the Main Board of the Stock Exchange shall or may be withdrawn or objected to;
b. the Listing Committee of the Stock Exchange having granted the listing of and permission to deal in the Conversion Shares (in each case, either unconditionally or subject only to conditions which the Vendor have no reasonable objection) where required, approved the issuance of the Convertible Notes;
(2) the Company having obtained an official valuation report at the cost of the Purchaser in a form and substance acceptable to the Company prepared and issued by a firm of independent valuers nominated by the Company showing the value of the Selva Maria Concession being not less than HK$57,500,000 or its equivalent in other foreign currency;
(3) the Purchaser having obtained a legal opinion in a form and substance acceptable to the Purchaser prepared by an Argentine legal adviser acceptable to the Purchaser on the legality, validity and enforceability of the Rights in relation to the Selva Maria Concession including but not limited to the ownership of 35% interests in the Selva Maria Concession and the related and potential exploration and/or exploitation rights as that set out in the Acquisition Agreement;
(4) the Purchaser having obtained a technical report at the cost of the Purchaser in a form and substance acceptable to the Company having been prepared and issued by a firm of independent technical consultants showing that the total crude oil and natural gas reserves in the Selva Maria Concession with no material adverse deviation to the valuation report referred to in the condition set out in (2) above;
(5) the Purchaser or its nominee(s) having signed a Companies’ Temporary Association Agreement (‘‘UTE D’’) together with an operational contract to be signed by the members of the joint operational committee for the jointly controlled operation of the Selva Maria Concession, reflecting the direct interest of the Purchaser or its nominee(s) in the Selva Maria Concession as that interest holding structure as set out in the Acquisition Agreement, and such UTE D has been duly registered and recognised as effective and enforceable with the relevant authority in Argentina;

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(6) the exploitation permit for the Selva Maria Concession issued by relevant authority in Argentina granting the exclusive rights to exploit solid, liquid and gaseous hydrocarbon deposits or otherwise in certain hydrocarbons areas in the Selva Maria Concession;
(7) the Vendor’s warranties being true and correct in all material respects as at Completion D by reference to the facts and circumstances subsisting at that date; and
(8) the Purchaser being satisfied with the results of its legal and financial due diligence in respect of the Selva Maria Concession by notifying the Vendor in writing.

The Company may waive the conditions precedent set out in (5) and (6) above by notice in writing to other parties to the Acquisition Agreement.

If any of the above conditions has not been fulfilled or waived (as the case may be) on or before 31 December 2012 or such other dates as may be agreed by the parties to the Acquisition Agreement in writing (except that the condition precedent set out in (7) above be fulfilled at Completion D), those parts of the Acquisition Agreement in relation to New Sale Interest D shall be terminated with effect of termination as that set out in the section headed ‘‘Termination — New Sale Interest D’’ below.

Further Undertakings after Completion A

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Escrow arrangement for Completion A Convertible Notes and Promissory Notes

Pursuant to the Supplemental Agreement, the Convertible Notes in the aggregate amount of HK$40,000,000 and the Promissory Notes in the aggregate amount of HK$5,000,000 to be issued at Completion A would be held in escrow and to be released to the Vendor until the undertakings set out in the section headed ‘‘Further Undertakings after Completion A’’ above having been performed. In the event that such undertakings are not fulfilled, the Vendor and the Purchaser shall jointly procure the escrow agent to return to the Purchaser the Convertible Notes and Promissory Notes held in escrow in accordance with the terms and conditions of the Escrow Agreement.

All other terms and conditions of the Convertible Notes and Promissory Notes remain unchanged.

Termination — New Sale Interest A

Pursuant to the Supplemental Agreement, in relation to the acquisition of New Sale Interest A, in the event that Completion A does not occur but any or all of Completion B, Completion C and Completion D has already taken place; and the parts of the Acquisition Agreement in respect of New Sale Interest A is terminated in accordance with its terms, payment made to the Vendor at the respective Completion shall be full and final settlement thereof; and (i) where termination is caused by the Vendor failing to perform, if not waived, any of its obligations at Completion A; or the Purchaser or the Company comes to know any material inconsistency under any of the Vendor’s undertakings or any of the warranties given by the Vendor being incorrect or misleading in any material aspect prior to Completion A, HK$7,500,000 of the Deposit and HK$5,000,000 of the Further Deposit paid by the Purchaser shall be returned to the Purchaser without interest in full within 5 Business Days from the day of such termination, failing which default interest at the rate of 3% per annum shall be payable by the Vendor to the Purchaser; or (ii) where termination is caused by the Purchaser failing to perform, if not waived, any of its obligations at Completion A, HK$7,500,000 of the Deposit and HK$5,000,000 of the Further Deposit paid by the Purchaser shall not be refunded to the Purchaser and shall be forfeited by the Vendor as the Vendor’s liquidated damages but not as penalty; or (iii) where termination is caused by any of the conditions precedent as set out in (i) to (ix) above not being fulfilled or waived or the Vendor comes to know any material inconsistency under any of the Purchaser’s undertakings or any warranties given by the Purchaser being incorrect or misleading in any material aspect prior to Completion A, HK$7,500,000 of the Deposit and HK$5,000,000 of the Further Deposit minus a sum of HK$500,000 shall be returned to the Purchaser without interest in full within 5 Business Days from the day of such termination failing which default interest shall be paid at the rate of 3% per annum shall be payable by the Vendor to the Purchaser and the sum of HK$500,000 retained by the Vendor and not refunded to the Purchaser shall be forfeited by the Vendor in full as the Vendor’s liquidated damages but not as penalty. Other than such repayment and forfeiture of the appropriate amount of the Deposit and the Further Deposit as set above, as the case may be, none of the parties shall

– 14 –

have any liability under the Acquisition Agreement and none of them may make any claim whatsoever against any of the other parties to the Acquisition Agreement whether for the non-fulfilment of any of the relevant obligations or undertakings in respect of New Sale Interest A or any breach of the Vendor’s warranties or the Company’s warranties (as the case may be) or otherwise in respect of matters relating to New Sale Interest A.

Termination — New Sale Interest B

Pursuant to the Supplemental Agreement, in relation to the acquisition of New Sale Interest B, in the event that Completion B does not occur but any or all of Completion A, Completion C and Completion D has already taken place; and the parts of the Acquisition Agreement in respect of New Sale Interest B is terminated in accordance with its terms, payment made to the Vendor at the respective Completion shall be full and final settlement thereof and none of the parties shall have any liability under the Acquisition Agreement and none of them may make any claim whatsoever against any of the other parties to the Acquisition Agreement whether for the non-fulfilment of any of the relevant obligations or undertakings in respect of New Sale Interest B or any breach of the Vendor’s warranties or the Company’s warranties (as the case may be) or otherwise in respect of matters relating to New Sale Interest B.

Termination — New Sale Interest C

Pursuant to the Supplemental Agreement, in relation to the acquisition of New Sale Interest C, in the event that Completion C does not occur but any or all of Completion A, Completion B and Completion D has already taken place; and the parts of the Acquisition Agreement in respect of New Sale Interest C is terminated in accordance with its terms, payment made to the Vendor at the respective Completion shall be full and final settlement thereof and none of the parties shall have any liability under the Acquisition Agreement and none of them may make any claim whatsoever against any of the other parties to the Acquisition Agreement whether for the non-fulfilment of any of the relevant obligations or undertakings in respect of New Sale Interest C or any breach of the Vendor’s warranties or the Company’s warranties (as the case may be) or otherwise in respect of matters relating to New Sale Interest C.

Termination — New Sale Interest D

Pursuant to the Supplemental Agreement, in relation to the acquisition of New Sale Interest D, in the event that Completion D does not occur but any or all of Completion A, Completion B and Completion C has already taken place; and the parts of the Acquisition Agreement in respect of New Sale Interest D is terminated in accordance with its terms, payment made to the Vendor at the respective Completion shall be full and final settlement thereof; and (i) where termination is caused by the Vendor failing to perform, if not waived, any of its obligations at Completion D; or the Purchaser or the Company comes to know any material inconsistency under any of the Vendor’s undertakings or any of the warranties given by the Vendor being incorrect or misleading in any material aspect prior to

– 15 –

Completion D), HK$7,500,000 of the Deposit and HK$5,000,000 of the Further Deposit paid by the Purchaser shall be returned to the Purchaser without interest in full within 5 Business Days from the day of such termination, failing which default interest at the rate of 3% per annum shall be payable by the Vendor to the Purchaser; or (ii) where termination is caused by the Purchaser failing to perform, if not waived, any of its obligations at Completion D, HK$7,500,000 of the Deposit and HK$5,000,000 of the Further Deposit paid by the Purchaser shall not be refunded to the Purchaser and shall be forfeited by the Vendor as the Vendor’s liquidated damages but not as penalty; or (iii) where termination is caused by any of the conditions precedent as set out in (1) to (8) above not being fulfilled or waived or the Vendor comes to know any material inconsistency under any of the Purchaser’s undertakings or any warranties given by the Purchaser being incorrect or misleading in any material aspect prior to Completion D, HK$7,500,000 of the Deposit and HK$5,000,000 of the Further Deposit minus a sum of HK$500,000 shall be returned to the Purchaser without interest in full within 5 Business Days from the day of such termination failing which default interest shall be paid at the rate of 3% per annum shall be payable by the Vendor to the Purchaser and the sum of HK$500,000 retained by the Vendor and not refunded to the Purchaser shall be forfeited by the Vendor in full as the Vendor’s liquidated damages but not as penalty. Other than such repayment and forfeiture of the appropriate amount of the Deposit and the Further Deposit as set above, as the case may be, none of the parties shall have liability under the Acquisition Agreement and none of them may make any claim whatsoever against any of the other parties to the Acquisition Agreement whether for the non-fulfilment of any of the relevant obligations or undertakings in respect of New Sale Interest D or any breach of the Vendor’s warranties or the Company’s warranties (as the case may be) or otherwise in respect of matters relating to New Sale Interest D.

REASONS FOR AND BENEFITS OF THE SUPPLEMENTAL AGREEMENT

The reason for entering into of the Supplemental Agreement is to provide more flexibility to the Company in proceeding with completion of the acquisition of the Concessions individually at such time as the Company deems appropriate.

The amendments as disclosed in this announcement have been determined after arm’s length negotiations among the parties to the Supplemental Agreement. The Board considers that the terms and conditions of the Supplemental Agreement are fair and reasonable and the Supplemental Agreement is in the interest of the Company and the Shareholders as a whole.

SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below is the shareholding structure of the Company as at the date of this announcement and immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes issued pursuant to each of Completion A,

– 16 –

Completion B, Completion C and Completion D assuming there is no other changes in the shareholding structure of the Company after the date of this announcement:

Max Sun Enterprises Limited (Note 1) Mr. Cheng Ming Kit (Note 2) Mr. Fung Siu To, Clement (Note 3) The Vendor Public Shareholders Total	(i) As at the date of this announcement Number of Shares % 66,030,276 11.54 1,000 0.0002 30,000 0.0053 — — 506,400,811 88.46 572,462,087 100.00	(ii) Immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes issued pursuant to Completion A Number of Shares % 66,030,276 10.66 1,000 0.0002 30,000 0.005 47,058,823 7.60 506,400,811 81.74 619,520,910 100.00	(ii) Immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes issued pursuant to Completion A Number of Shares % 66,030,276 10.66 1,000 0.0002 30,000 0.005 47,058,823 7.60 506,400,811 81.74 619,520,910 100.00
			100.00

Notes:

Max Sun Enterprises Limited 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. As such, Chow Tai Fook Nominee Limited and Dato’ Dr. Cheng Yu Tung are deemed to have interest in the shares held by Max Sun Enterprises Limited for the purpose of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the ‘‘SFO’’).
Mr. Cheng Ming Kit is an executive Director of the Company.
Mr. Fung Siu To, Clement is a non-executive Director of the Company.

Max Sun Enterprises Limited (Note 1) Mr. Cheng Ming Kit (Note 2) Mr. Fung Siu To, Clement (Note 3) The Vendor Public Shareholders Total	(i) As at the date of this announcement Number of Shares % 66,030,276 11.54 1,000 0.0002 30,000 0.0053 — — 506,400,811 88.46 572,462,087 100.00	(iii) Immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes issued pursuant to Completion B Number of Shares % 66,030,276 11.53 1,000 0.0002 30,000 0.005 588,235 0.10 506,400,811 88.37 573,050,322 100.00	(iii) Immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes issued pursuant to Completion B Number of Shares % 66,030,276 11.53 1,000 0.0002 30,000 0.005 588,235 0.10 506,400,811 88.37 573,050,322 100.00
			100.00

– 17 –

Notes:

Max Sun Enterprises Limited 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. As such, Chow Tai Fook Nominee Limited and Dato’ Dr. Cheng Yu Tung are deemed to have interest in the shares held by Max Sun Enterprises Limited for the purpose of the SFO.
Mr. Cheng Ming Kit is an executive Director of the Company.
Mr. Fung Siu To, Clement is a non-executive Director of the Company.

Max Sun Enterprises Limited (Note 1) Mr. Cheng Ming Kit (Note 2) Mr. Fung Siu To, Clement (Note 3) The Vendor Public Shareholders Total	(i) As at the date of this announcement Number of Shares % 66,030,276 11.54 1,000 0.0002 30,000 0.0053 — — 506,400,811 88.46 572,462,087 100.00	(iv) Immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes issued pursuant to Completion C Number of Shares % 66,030,276 11.53 1,000 0.0002 30,000 0.005 588,235 0.10 506,400,811 88.37 573,050,322 100.00	(iv) Immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes issued pursuant to Completion C Number of Shares % 66,030,276 11.53 1,000 0.0002 30,000 0.005 588,235 0.10 506,400,811 88.37 573,050,322 100.00
			100.00

Notes:

Max Sun Enterprises Limited 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. As such, Chow Tai Fook Nominee Limited and Dato’ Dr. Cheng Yu Tung are deemed to have interest in the shares held by Max Sun Enterprises Limited for the purpose of the SFO.
Mr. Cheng Ming Kit is an executive Director of the Company.
Mr. Fung Siu To, Clement is a non-executive Director of the Company.

– 18 –

Max Sun Enterprises Limited (Note 1) Mr. Cheng Ming Kit (Note 2) Mr. Fung Siu To, Clement (Note 3) The Vendor Public Shareholders Total	(i) As at the date of this announcement Number of Shares % 66,030,276 11.54 1,000 0.0002 30,000 0.0053 — — 506,400,811 88.46 572,462,087 100.00	(v) Immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes issued pursuant to Completion D Number of Shares % 66,030,276 10.66 1,000 0.0002 30,000 0.005 47,058,823 7.6 506,400,811 81.74 619,520,910 100.00	(v) Immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes issued pursuant to Completion D Number of Shares % 66,030,276 10.66 1,000 0.0002 30,000 0.005 47,058,823 7.6 506,400,811 81.74 619,520,910 100.00
			100.00

Notes:

Max Sun Enterprises Limited 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. As such, Chow Tai Fook Nominee Limited and Dato’ Dr. Cheng Yu Tung are deemed to have interest in the shares held by Max Sun Enterprises Limited for the purpose of the SFO.
Mr. Cheng Ming Kit is an executive Director of the Company.
Mr. Fung Siu To, Clement is a non-executive Director of the Company.

LISTING RULES IMPLICATIONS

The consideration when aggregated remains the same and will have the same Listing Rules implications as disclosed in Announcement 1.

DEFINITIONS

In this announcement, the following terms have the following meanings:

‘‘Acquisition Agreement’’

means the agreement dated 15 May 2012 entered into between the Company, the Purchaser, the Target Companies and the Vendor in respect of the Acquisition as amended and/or supplemented from time to time;

– 19 –

‘‘Completion’’
means any of Completion A or, Completion B or, Completion C or, Completion D, as the case may be and as the context requires;
‘‘Completion A’’ means the completion of the sale and purchase of New Sale Interest A;
‘‘Completion B’’ means the completion of the sale and purchase of New Sale Interest B;
‘‘Completion C’’ means the completion of the sale and purchase of New Sale Interest C;
‘‘Completion D’’
means the completion of the sale and purchase of New Sale Interest D;
‘‘Completion Date’’ means any of Completion Date A, Completion Date B, Completion Date C, or Completion Date D, as the case may be and as the context requires;
‘‘Completion Date A’’ means the third Business Day following the date on which the last of the conditions precedent to Completion A (except the condition precedent set out in (vii) which shall be fulfilled at Completion A) has been fulfilled or such other date as the Parties may agree in writing on which this Completion Date A shall take place;
‘‘Completion Date B’’ means the third Business Day following the date on which the last of the conditions precedent to Completion B (except the condition precedent set out in (VII) which shall be fulfilled at Completion B) has been fulfilled or such other date as the Parties may agree in writing on which this Completion Date B shall take place;
‘‘Completion Date C’’ means the third Business Day following the date on which the last of the conditions precedent to Completion C (except the condition precedent set out in 7) which shall be fulfilled at Completion C) has been fulfilled or such other date as the Parties may agree in writing on which this Completion Date C shall take place;
‘‘Completion Date D’’
means the third Business Day following the date on which the last of the conditions precedent to Completion D (except the condition precedent set out in (7) which shall be fulfilled at Completion D) has been fulfilled or such other date as the Parties may agree in writing on which this Completion Date D shall take place;

– 20 –

‘‘Escrow Agreement’’ means the escrow agreement to be entered into between the Purchaser, the Vendor and escrow agent for purpose of the escrow arrangements contemplated in the Acquisition Agreement;
‘‘New Sale Interests’’ means collectively New Sale Interest A, New Sale Interest B, New Sale Interest C and New Sale Interest D;
‘‘New Sale Interest A’’
means 29.4% interests in the Rights in the Valle de Lerma Concession in the province of Salta;
‘‘New Sale Interest B’’
means 35% potential interests in the Rights in the San Salvador Concession in the province of Jujuy;
‘‘New Sale Interest C’’ means 35% potential interests in the Rights in the Libertador Concession in the province of Jujuy;
‘‘New Sale Interest D’’
means 35% potential interests in the Rights in the Selva Maria Concession in the province of Formosa;
‘‘Nominee(s)’’
means (where appropriate, jointly and severally) any person(s) or in case of corporation(s), each being a whollyowned subsidiary of the Vendor, to be nominated by the Vendor to be the registered holder of the Convertible Notes and/or the grantee of the Promissory Note and deemed a party or parties acting in concert with the Vendor within the meaning of the Takeovers Code and a ‘‘Nominee’’ and ‘‘Nominees shall be construed accordingly; and
‘‘Supplemental Agreement’’
the supplemental agreement to the Acquisition Agreement entered into by the Company, the Purchaser, the Vendor, Target Company A and Target Company B on 31 July 2012.

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

Hong Kong, 31 July, 2012

As at the date of this announcement, the executive directors are Mr. Cheng Kam Chiu, Stewart, Mr. Cheng Ming Kit and Mr. Sun Jiang Tian; non-executive director is Mr. Wong Man Kong, Peter and independent non-executive directors are Mr. Chan Chi Yuen, Mr. Fung Siu To, Clement and Mr. Chiu Wai On.

– 21 –

AI assistant

GoFintech Quantum Innovation Limited Capital/Financing Update 2012

49098_rns_2012-07-31_a2c4f49f-f234-4667-817c-3734e800673b.pdf

NEW TIMES ENERGY CORPORATION LIMITED 新時代能源有限公司[*]

SUPPLEMENTAL AGREEMENT TO THE ACQUISITION AGREEMENT

SUPPLEMENTAL AGREEMENT

Subject Matter of the transaction

Consideration

Further Undertakings after Completion A

Escrow arrangement for Completion A Convertible Notes and Promissory Notes

LISTING RULES IMPLICATIONS

THE SUPPLEMENTAL AGREEMENT

Subject Matter of the transaction

Consideration

Replacement of the Share Charges by the New Share Charge

Conditions Precedent

Conditions precedent to Completion A

Conditions precedent to Completion B

Conditions precedent to Completion C

Conditions precedent to Completion D

Further Undertakings after Completion A

Escrow arrangement for Completion A Convertible Notes and Promissory Notes

Termination — New Sale Interest A

Termination — New Sale Interest B

Termination — New Sale Interest C

Termination — New Sale Interest D

REASONS FOR AND BENEFITS OF THE SUPPLEMENTAL AGREEMENT

SHAREHOLDING STRUCTURE OF THE COMPANY

Notes:

LISTING RULES IMPLICATIONS

DEFINITIONS

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

Hong Kong, 31 July, 2012

AI assistant

GoFintech Quantum Innovation Limited — Capital/Financing Update 2012

49098_rns_2012-07-31_a2c4f49f-f234-4667-817c-3734e800673b.pdf

NEW TIMES ENERGY CORPORATION LIMITED 新 時 代 能 源 有 限 公 司[*]

SUPPLEMENTAL AGREEMENT TO THE ACQUISITION AGREEMENT

SUPPLEMENTAL AGREEMENT

Subject Matter of the transaction

Consideration

Further Undertakings after Completion A

Escrow arrangement for Completion A Convertible Notes and Promissory Notes

LISTING RULES IMPLICATIONS

THE SUPPLEMENTAL AGREEMENT

Subject Matter of the transaction

Consideration

Replacement of the Share Charges by the New Share Charge

Conditions Precedent

Conditions precedent to Completion A

Conditions precedent to Completion B

Conditions precedent to Completion C

Conditions precedent to Completion D

Further Undertakings after Completion A

Escrow arrangement for Completion A Convertible Notes and Promissory Notes

Termination — New Sale Interest A

Termination — New Sale Interest B

Termination — New Sale Interest C

Termination — New Sale Interest D

REASONS FOR AND BENEFITS OF THE SUPPLEMENTAL AGREEMENT

SHAREHOLDING STRUCTURE OF THE COMPANY

Notes:

LISTING RULES IMPLICATIONS

DEFINITIONS

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

Hong Kong, 31 July, 2012

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GoFintech Quantum Innovation Limited Capital/Financing Update 2012

NEW TIMES ENERGY CORPORATION LIMITED 新時代能源有限公司[*]