GoFintech Quantum Innovation Limited — Capital/Financing Update 2013

Nov 22, 2013

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)

THIRD SUPPLEMENTAL AGREEMENT IN RELATION TO THE PROPOSED ACQUISITION OF 100% EQUITY INTERESTS IN RESPECT OF GUIZHOU SHUNYAO ENERGY INVESTMENT COMPANY LIMITED INVOLVING THE PROPOSED ISSUANCE OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE

Reference is made to the announcements of New Times Energy Corporation Limited (the ‘‘Company’’) dated 2 December 2012, 21 December 2012, 16 January 2013, 6 February 2013 and 5 March 2013 (the ‘‘Announcements’’), and the circular of the Company dated 19 February 2013 (the ‘‘Circular’’) in relation to the proposed acquisition of 100% equity interests in respect of 貴州舜堯能源投資有限公司 (GuiZhou ShunYao Energy Investment Co., Ltd*) involving the proposed issuance of convertible bonds under specific mandate.

Unless otherwise stated herein, terms and expressions used herein shall have the same meanings as those defined in the Announcements and the Circular.

THE THIRD SUPPLEMENTAL AGREEMENT TO THE ACQUISITION AGREEMENT

On 22 November 2013 (after trading hours), the Third Supplemental Agreement was entered into between the New Purchaser, the Vendors and the Target Company.

The principal terms of the Third Supplemental Agreement are as follows:

1. All parties to the Third Supplemental Agreement confirmed the fulfillment and satisfaction of the conditions precedent to Completion C for four of the seven Projects.

2. For identification purpose only

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The four Projects, which the conditions precedent to Completion C have been fulfilled are:

• a. Project 2: 遵義市匯川區團澤 鎮 CNG母站項目 (ZunYi City HuiChuan District TuanZe Town CNG Master Filling Station (JV Project)*);

• b. Project 4: 遵 義 市 紅 花 崗 區 忠 深 大 道 L - C N G 加 氣 站 項 目 ( Z u n Y i C i t y HongHuaGang District ZhongShen Road L-CNG Refilling Station (JV Project)*);

• c. Project 6: 遵義市遵義縣南楠大道L-CNG加氣站項目 (ZunYi City ZunYi County NanNan Road L-CNG Refilling Station (Wholly-owned Project)*); and

• d. Project 7: 遵義市湄潭縣湄潭L-CNG加氣站項目 (ZunYi City MeiTan County MeiTan L-CNG Refilling Station (Wholly-owned Project)*).

The Three Projects, which the conditions precedent to Completion C have not been fulfilled are:

• a. Project 1: 遵義市環城高壓管網及工業支線管道 (Round ZunYi City High Pressure Pipeline System (JV Project)*);

• b. Project 3: 遵義市匯川區紅河北路L-CNG加氣站項目 (ZunYi City HuiChuan District HongHe Road North L-CNG Refilling Station (JV Project)*); and

• c. Project 5: 遵義市湘江工業園區（紅花崗區東南部）項目 (ZunYi City XiangJiang Industrial Park (south-eastern part of HongHuaGang District) Natural Gas Utilisation Project (JV Project)*).

• All parties to the Third Supplemental Agreement confirmed the receipt of the Refundable Deposits of an aggregate of RMB13,000,000 (equivalent to approximately HK$16,181,100) in cash by the Vendors from the New Purchaser, as partial settlement of the total Refundable Deposits of RMB17,000,000 (equivalent to approximately HK$21,160,000).

All parties to the Third Supplemental Agreement agreed that the agency fee of RMB725,000 (equivalent to approximately HK$902,000) paid by the Vendors for Project 7: 遵義市湄潭縣湄潭L-CNG加氣站項目 (ZunYi City MeiTan County MeiTan L-CNG Refilling Station (Wholly-owned Project)*) shall be deducted from the remaining balance of the Refundable Deposits of RMB4,000,000 (equivalent to approximately HK$4,978,000). Accordingly, the final remaining balance of the cash portion of the Refundable Deposits is RMB3,275,000 (equivalent to approximately HK$4,076,000).

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1. All parties to the Third Supplemental Agreement agreed that the following amounts shall be deducted from the Consideration of RMB35,000,000 (equivalent to approximately HK$43,564,500):

2. a. the sum of RMB4,371,400 (equivalent to approximately HK$5,441,081.58) for Project 1: 遵義市環城高壓管網及工業支線管道 (Round ZunYi City High Pressure Pipeline System (JV Project)*);

3. b. the sum of RMB0 for Project 3: 遵義市匯川區紅河北路L-CNG加氣站項目 (ZunYi City HuiChuan District HongHe Road North L-CNG Refilling Station (JV Project)*); and

4. c. the sum of RMB2,983,100 (equivalent to approximately HK$3,713,064.57) for Project 5: 遵義市湘江工業園區（紅花崗區東南部）項目 (ZunYi City XiangJiang Industrial Park (south-eastern part of HongHuaGang District) Natural Gas Utilisation Project (JV Project)*).

All parties to the Third Supplemental Agreement confirmed that of the total sum of approximately RMB7,354,500 (equivalent to approximately HK$9,154,146.15) to be deducted, of which (i) approximately RMB3,275,000 (equivalent to approximately HK$4,076,392.50) shall be deducted from the cash portion of the Consideration; and (ii) approximately HK$5,077,753.65 (equivalent to approximately RMB4,079,500) shall be deducted from the issue of Convertible Bonds.

Accordingly, all parties to the Third Supplemental Agreement confirmed that the Convertible Bonds to be issued by the Company in favour of the Vendors, after deducting approximately HK$5,077,753.65 (equivalent to approximately RMB4,079,500), shall be in an aggregate principal amount of HK$17,326,846.35 (equivalent to approximately RMB13,920,500).

All parties to the Third Supplemental Agreement confirmed the receipt of Convertible Bonds in an aggregate principal amount of HK$13,250,453.85 (equivalent to approximately RMB10,645,500) issued, as procured by the New Purchaser, by the Company in favour of the Vendors. The remaining sum of HK$4,076,392.50 (equivalent to approximately RMB3,275,000) shall be settled by the New Purchaser procuring the Company to issue the Convertible Bonds on or before 30 November 2013. The Vendors shall appoint a person who shall use his/her best endeavours to provide support and assistance to the Target Company in its communications with the relevant governmental authorities in relation to Project 4: 遵義市紅花崗區忠深大道 (L-CNG加氣站項目 ZunYi City HongHuaGang District ZhongShen Road L-CNG Refilling Station (JV Project)) and Project 6: 遵義市遵義縣南楠大道L-CNG加氣站項目 (ZunYi City ZunYi County NanNan Road L-CNG Refilling Station (Wholly-owned Project)).

1. All parties to the Third Supplemental Agreement confirmed that the Amended Total Consideration shall be RMB26,920,500 (equivalent to approximately HK$33,507,946.35) of which (i) RMB13,000,000 (equivalent to approximately HK$16,181,100) shall be paid in cash by the New Purchaser to the Vendors or their nominees; and (ii) the remaining balance shall be settled by the New Purchaser

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procuring the Company to issue the Convertible Bonds with a principal amount of HK$17,326,846.35 (equivalent to approximately RMB13,920,500) to the Vendors or their nominees.

1. The New Purchaser and the Vendors agreed that from the date of the Third Supplemental Agreement, upon fulfillment and satisfaction of the conditions precedent to Completion C for the Three Projects, the Amended Total Consideration shall remain unchanged and the New Purchaser does not have to pay the consideration in the aggregate sum of RMB7,354,500 (equivalent to approximately HK$9,154,146.15) for the Three Projects.

The Vendors shall continue to use their best endeavours to provide assistance to the Target Company to obtain all the relevant and necessary approvals and documents for the establishment, construction and business operation of the Three Projects for no additional consideration.

Save and except for the above, all other terms and conditions of the Acquisition Agreement and the Second Supplemental Agreement shall remain unchanged and continue in full force and effect.

The Acquisition is subject to a series of conditions precedent as set out in the section headed ‘‘Conditions Precedent to the Acquisition Agreement’’ of the Circular and under the Acquisition Agreement. As the Acquisition may or may not proceed, Shareholders and potential investors of the Company are advised to exercise caution when dealing in securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.

DEFINITIONS

• ‘‘Amended Total Consideration’’

• RMB26,920,500 (equivalent to approximately HK$33,507,946.35), of which (i) RMB13,000,000 (equivalent to approximately HK$16,181,100) shall be paid in cash by the New Purchaser to the Vendors or their nominees; and (ii) the remaining balance shall be settled by the New Purchaser procuring the Company to issue the Convertible Bonds with a principal amount of HK$17,326,846.35 (equivalent to approximately RMB13,920,500) to the Vendors or their nominees

• ‘‘Third Supplemental the third supplemental agreement to the Acquisition Agreement’’ Agreement dated 22 November 2013 entered into between the New Purchaser and the Vendors in respect of the Acquisition

• ‘‘Three Projects’’

• The three Projects, which the conditions precedent to Completion C have not been fulfilled:

• a. Project 1: 遵義市環城高壓管網及工業支線管道 (Round ZunYi City High Pressure Pipeline System (JV Project)*);

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• b. Project 3: 遵義市匯川區紅河北路L-CNG加氣站項目 (ZunYi City HuiChuan District HongHe Road North L-CNG Refilling Station (JV Project)*); and

• c. Project 5: 遵義市湘江工業園區(紅花崗區東南部)項目 (ZunYi City XiangJiang Industrial Park (south-eastern part of HongHuaGang District) Natural Gas Utilisation Project (JV Project)*).

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

Hong Kong, 22 November 2013

As at the date of this announcement, the Board comprises eight Directors, of whom three are executive Directors, namely Mr. Cheng Kam Chiu, Stewart, Mr. Cheng Ming Kit and Mr. Wong Tai Cheung, Andrew; one is non-executive Director namely Mr. Paul Lincoln Heffner; and four are independent non-executive Directors, namely Mr. Wong Man Kong, Peter; Mr. Chan Chi Yuen, Mr. Yung Chun Fai, Dickie and Mr. Chiu Wai On.

• For identification purpose only

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