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GoFintech Quantum Innovation Limited Capital/Financing Update 2012

Jul 17, 2012

49098_rns_2012-07-17_102304a6-f94e-460e-9991-69ccf4fe1175.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.

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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)

COMPLETION OF SUBSCRIPTION OF UNLISTED WARRANTS UNDER SPECIFIC MANDATE

The Board is pleased to announce that all conditions set out in the Warrant Subscription Agreement have been fulfilled and completion of Warrant Subscription took place on 17 July 2012. An aggregate of 100,000,000 Warrants have been issued to the Subscriber at the Issue Price of HK$0.02 per Warrant in accordance with the terms of the Warrant Subscription Agreement.

Reference is made to to the announcement dated 29 May 2012 and the circular (the ‘‘Circular’’) dated 20 June 2012 of New Times Energy Corporation Limited (the ‘‘Company’’) in relation to the subscription of unlisted warrants under specific mandate by connected person of the Company. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

COMPLETION OF WARRANT SUBSCRIPTIONS

The Board is pleased to announce that all conditions set out in the Warrant Subscription Agreement have been fulfilled and completion of Warrant Subscription took place on 17 July 2012. An aggregate of 100,000,000 Warrants have been issued to the Subscriber at the Issue Price of HK$0.02 per Warrant in accordance with the terms of the Warrant Subscription Agreement.

The Subscriber, Max Sun Enterprises Limited, is the Substantial Shareholder and a connected person of the Company, therefore, the Warrant Subscription constitutes a nonexempted connected transaction on the part of the Company under Chapter 14A of the Listing Rules and is subject to the approval of Independent Shareholders. The ordinary resolution in relation to the connected transaction constituted by entering into the Warrant Subscription Agreement was duly passed by way of poll by the Independent Shareholders at the SGM held on 6 July 2012.

  • For identification purpose only

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SHAREHOLDING STRUCTURE OF THE COMPANY

Upon exercise in full of the subscription rights attaching to the 100,000,000 Warrants at the Exercise Price of HK$1.05 per Warrant Share, a maximum of 100,000,000 Warrant Shares will be allotted and issued, representing approximately 17.47% of the existing issued share capital of the Company as at the date of this announcement, and approximately 14.87% of the issued share capital of the Company as enlarged by the allotment and issue of the Warrant Shares.

For illustration purpose only, the shareholding structure of the Company as at the date of this announcement and immediately after the full exercise of the subscription rights attaching to the Warrants are as follows:

Name of Shareholders
Substantial Shareholder
Subscriber (Note 1)
Directors Interests
Mr. Cheng Ming Kit (Note 2)
Mr. Fung Siu To, Clement
(Note 2)
Existing Public Shareholders
Total
As at the date
of this announcement
Number of
Shares
Approximate
%
66,030,276
11.54%
1,000
0.0002%
30,000
0.0053%
506,400,811
88.46%
572,462,087
100.00%
Immediately after the full
exercise of the subscription
rights attaching to the Warrants
Number of
Shares
Approximate
%
166,030,276
24.69%
1,000
0.0001%
30,000
0.0045%
506,400,811
75.31%
672,462,087
100.00%
Immediately after the full
exercise of the subscription
rights attaching to the Warrants
Number of
Shares
Approximate
%
166,030,276
24.69%
1,000
0.0001%
30,000
0.0045%
506,400,811
75.31%
672,462,087
100.00%
100.00%

Notes:

  1. The Subscriber 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 the Subscriber for the purposes of SFO.

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

By order of the Board

New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman

Hong Kong, 17 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 director are Mr. Chan Chi Yuen, Mr. Fung Siu To, Clement and Mr. Chiu Wai On.

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