GoFintech Quantum Innovation Limited — Capital/Financing Update 2012

Jan 20, 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.

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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)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

PLACING AGENTS

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Ping An of China Securities (Hong Kong) Select Investment Services Limited Company Limited

On 20 January 2012 (after trading hours), the Company entered into the Placing Agreement with the Placing Agents, pursuant to which the Company had conditionally agreed to place, through the Placing Agents, on a best effort basis, up to 90,000,000 Placing Shares to not less than six Placees who and whose ultimate beneficial owners are Independent Third Parties at the Placing Price of HK$0.55 per Placing Share.

The maximum number of 90,000,000 Placing Shares represents (i) approximately 19.80% of the issued share capital of the Company of 454,462,087 Shares as at the date of this announcement; and (ii) approximately 16.53% of the issued shares of the Company as enlarged by the allotment and issue of the 90,000,000 Placing Shares.

The maximum gross proceeds from the Placing will be approximately HK$49,500,000. The Company intends to use the maximum net proceeds of approximately HK$47,200,000 from the Placing for the payment of exploration works in Argentina, to finance potential new projects and future investment opportunities. The Placing is not subject to Shareholders’ approval as the Placing Shares will be issued under the General Mandate. Shareholders and potential investors should note that completion of the Placing is subject to fulfillment of the conditions under the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

• For identification purpose only

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THE PLACING AGREEMENT

Date

20 January 2012

Parties

Issuer : The Company

• The Placing Agents : 1. Ping An of China Securities (Hong Kong) Company Limited 2. Select Investment Services Limited

The Placing

Pursuant to the Placing Agreement, the Placing Agent agreed to, on a best efforts basis, procure Placees to subscribe for up to 90,000,000 Placing Shares at HK$0.55 per Placing Share.

Placees

The Placing Shares will be placed to not fewer than six (6) Placees which will be institutional, professional, private investors or high net-worth individuals, and who and whose ultimate beneficial owners are Independent Third Parties.

Upon completion of the Placing, it is expected that none of the Placees will become a substantial Shareholder.

In particular, the Placing Agents shall use all reasonable endeavours to ensure that the Placees and their ultimate beneficial owners shall be third parties independent of and not connected to the Company and the connected persons (as defined in the Listing Rules) of the Company and shall not be parties acting in concert with any of the Directors, chief executive or substantial shareholder(s) of the Company or any of its subsidiaries or their respective associates for the purposes of the Takeovers Code.

Placing commission

In consideration of the services of the Placing Agents in connection with the placing of the Placing Shares, the Company shall pay the Placing Agents the placing commission in accordance with the Placing Agreement.

The placing commission payable by the Company to the Placing Agents is calculated as 4.5% of the amount equal to the Placing Price multiplied by the number of the Placing Shares successfully placed.

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.

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The Directors consider that the terms of the Placing 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.

Number of Placing Shares

The maximum number of 90,000,000 Placing Shares represents (i) approximately 19.80% of the issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.53% of the issued share capital of the Company as enlarged by the allotment and issue of 90,000,000 Placing Shares. The aggregate nominal value of the maximum number of 90,000,000 Placing Shares is HK$45,000,000.

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

Placing Price

The Placing Price of HK$0.55 per Placing Share represents:

• (i) a discount of approximately 12.70% to the closing price of HK$0.63 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (ii) a discount of approximately 8.94% to the average closing price of approximately HK$0.604 per Share as quoted on the Stock Exchange for the last five trading days up to and including the Last Trading Day; and

• (iii) a discount of approximately 5.01% to the average closing price of approximately HK$0.579 per Share as quoted on the Stock Exchange for the last ten trading days up to and including the Last Trading Day.

The 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 consider that the terms of the Placing Agreement, including the Placing Price, are fair and reasonable and that the Placing is in the interests of the Company and the Shareholders as a whole.

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

The Placing Shares will be sold 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.

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Conditions of the Placing

The Placing Agreement is conditional upon:

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

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

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

In the event that any of the conditions above not having been fulfilled within twenty-one (21) days from the date of the Placing Agreement (or such later date as may be agreed by the Company and by the Placing Agents) 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 specified above are fulfilled within twenty-one (21) days from the date of the Placing Agreement or such later date as may be agreed by the Company and the Placing Agents.

Termination

The Placing Agreement may be terminated prior to Completion, if, in the opinion of 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; or

• (ii) any suspension in dealings in or the listing of the Shares on the Stock Exchange for a period of more than 5 trading days (other than in connection with the Placing); or

• (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; or

• (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 hereof 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; or

• (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; or

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• (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 within 7 Business Days following the satisfaction of the conditions set out above under the section headed ‘‘Conditions of the Placing’’ (or such later date as may be agreed by the Company and the Placing Agents).

General Mandate

The maximum of 90,000,000 Placing Shares will be allotted and issued under the General Mandate. Under the General Mandate, the Directors are allowed to allot and issue up to 90,885,194 Shares (equivalent to 1,817,703,897 shares of the Company before the Capital Reorganisation). As at the date of this announcement, no Share has been allotted and issued pursuant to the General Mandate. Accordingly, the issue of the Placing Shares is not subject to any further approval by the Shareholders. The 90,000,000 Placing Shares to be allotted and issued will utilise approximately 99.03% of the General Mandate.

Application for listing

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

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EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below is the shareholding structure of the Company (i) as at the date of this announcement and (ii) immediately after completion of the Placing, assuming a maximum of 90,000,000 Placing Shares are successfully placed by the Placing Agents.

Substantial Shareholder Max Sun Enterprises Limited (Note) Directors’ Interests Mr. Cheng Ming Kit Mr. Fung Siu To, Clement Public Shareholders Placees Other Shareholders Total	As at the date of this announcement No. of Shares Approximate % of issued share capital of the Company 43,430,276 9.56 1,000 0.0002 30,000 0.0066 — — 411,000,811 90.44 454,462,087 100.00	Immediately after Completion of the Placing No. of Shares Approximate % of issued share capital of the Company 43,430,276 7.98 1,000 0.0002 30,000 0.0055 90,000,000 16.53 411,000,811 75.49 544,462,087 100.00	Immediately after Completion of the Placing No. of Shares Approximate % of issued share capital of the Company 43,430,276 7.98 1,000 0.0002 30,000 0.0055 90,000,000 16.53 411,000,811 75.49 544,462,087 100.00
			100.00

Note: Max Sun Enterprises 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

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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 date of this announcement.

			Intended use of
Date of		Net proceeds	proceeds as
announcement	Event	(approximately)	announced	Actual use of proceeds
7 September 2011	Placing of unlisted	N/A	For the payment	N/A
(note)	warrants under		of exploration
	general mandate		works in
			Argentina, to
			finance potential
			new projects and
			future
			investment
			opportunities
25 January 2011	Placing of	HK$155.1	For general	Part of the proceeds
	convertible notes	million	working capital	(approximately HK$125
	up to an aggregate		purpose and for	million) has been used
	principal amount		financing future	for the payments of
	of		investment	exploration works in
	HK$160,000,000		opportunities	Argentina; part of the
				proceeds (approximately
				HK$20 million) has been
				used to finance the
				investment in ET-LA
				LLC and the balances
				were put in an interest
				bearing bank account.

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

REASONS FOR THE PLACING

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 consider that the Placing represents a good opportunity to raise additional funds for the Company while broadening the capital base of the Company. The Placing will therefore enhance the Group’s flexibility in future business developments or investments as and when opportunities arise. Accordingly, the Directors consider that the terms of the Placing Agreement, including the Placing Price, are fair and reasonable and that the Placing is in the interests of the Company and the Shareholders as a whole.

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USE OF PROCEEDS

Assuming all 90,000,000 Placing Shares are placed in full, the maximum gross proceeds from the Placing will be HK$49,500,000. The maximum net proceeds from the Placing, after taking into account the estimated expenses in relation to the Placing, will be approximately HK$47,200,000. The net proceeds from the Placing are intended to be used for the payment of exploration works in Argentina, to finance potential new projects and future investment opportunities.

GENERAL

Shareholders and potential investors should note that completion of the Placing is subject to fulfillment of the conditions under the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meaning, unless context requires otherwise:

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

• ‘‘Capital Reorganisation’’ pursuant to a special resolution passed at the special general meeting held on 18 November 2011, (i) the share consolidation of every twenty (20) issued and unissued shares of HK$0.10 each in the share capital of the Company into (1) consolidated share of HK$2.00; and (ii) reduction of the existing share capital and the paid-up capital of the Company to the extent of HK$1.50 on each of the consolidated shares so that the nominal value of each issued consolidated share will be reduced from HK$2.00 to HK$0.50

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

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

• ‘‘Director(s)’’ the director(s) of the Company

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‘‘General Mandate’’

• the general mandate which was granted to the Directors pursuant to an ordinary resolution passed at the Company’s annual general meeting held on 17 May 2011 to allot and issue up to 90,885,194 new Shares (equivalent to 1,817,703,897 shares of the Company before the Capital Reorganisation), representing 20% of the total issued share capital of the Company on the date of the said annual general meeting

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Hong Kong’’ The Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘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 the Company and its connected persons of the Company in accordance with the Listing Rules

• ‘‘Last Trading Day’’ 20 January 2012, being the date of the Placing Agreement

• ‘‘Listing Committee’’ the listing committee of the Stock Exchange for considering applications for listing and the granting of listing

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

• ‘‘Placees’’ any investor who is either an institutional investor or a professional or private investor or a high net-worth individual which is independent of and not connected with the Company, its directors, chief executive and substantial shareholders and its subsidiaries or any of their respective associates, whom the Placing Agent and/or any of its agent(s) have procured to subscribe for the Placing Shares

• ‘‘Placing’’ the placement of the maximum of 90,000,000 Placing Shares by the Placing Agents, on a best effort basis, pursuant to the terms of the Placing Agreement

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• ‘‘Placing Agents’’

• Ping An of China Securities (Hong Kong) Company 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); and Select Investment Services 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)

• ‘‘Placing Agreement’’ the conditional placing agreement dated 20 January 2012 (after trading hours) entered into between the Company and the Placing Agents in relation to the Placing

• ‘‘Placing Price’’ the placing price of HK$0.55 per Share

• ‘‘Placing Share(s)’’

• up to 90,000,000 Shares to be issued and allotted to the Placees by the Company

• ‘‘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)

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

• ‘‘Takeovers Code’’

• the Code on Takeovers and Mergers and Share Repurchases

• ‘‘%’’

• per cent.

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

Hong Kong, 20 January 2012

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

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