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GoFintech Quantum Innovation Limited Capital/Financing Update 2013

Jul 5, 2013

49098_rns_2013-07-05_4fdd65db-1497-40dc-b38c-0da2d4a23356.pdf

Capital/Financing Update

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the 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)

COMPLETION OF SUBSCRIPTION OF NEW SHARES WITH UNLISTED WARRANTS ATTACHED UNDER GENERAL MANDATE

The Board is pleased to announce that the Subscription was completed on 5 July 2013 in accordance with the terms and conditions of the Subscription Agreement dated 19 June 2013 as amended by the Supplementary Agreement dated 27 June 2013.

An aggregate of 34,370,000 Subscription Shares at the Subscription Price of HK$0.58 per Subscription Share and an aggregate of 34,370,000 Warrants at nil consideration conferring the rights to subscribe for an aggregate of 34,370,000 Warrant Shares at the Exercise Price of HK$0.66 per Warrant Share have been allotted and issued under the General Mandate by the Company to the Investor in accordance with the terms of the Subscription Agreement as amended by the Supplementary Agreement.

Reference is made to the announcements (the ‘‘Announcements’’) of New Times Energy Corporation Limited (the ‘‘Company’’) dated 19 June 2013 and 27 June 2013 in respect of, among other things, the proposed subscription of new shares with unlisted warrants attached under the general mandate of the Company. Unless the context otherwise requires, capitalized terms used in this announcement shall have the same meaning as those defined in the Announcements.

  • For identification purpose only

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COMPLETION OF THE SUBSCRIPTION

The Board is pleased to announce that all the conditions precedent set out in the Subscription Agreement as amended by the Supplementary Agreement have been fulfilled and completion of the Subscription took place on 5 July 2013.

An aggregate of 34,370,000 Subscription Shares at the Subscription Price of HK$0.58 per Subscription Share and an aggregate of 34,370,000 Warrants at nil consideration conferring the rights to subscribe for an aggregate of 34,370,000 Warrant Shares at the Exercise Price of HK$0.66 per Warrant Share have been allotted and issued under the General Mandate by the Company to the Investor in accordance with the terms of the Subscription Agreement as amended by the Supplementary Agreement.

To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, save and except for the Investor being interested in 400,000 Shares, the Investor and its ultimate beneficial owners are Independent Third Parties.

SHAREHOLDING STRUCTURE OF THE COMPANY

The Subscription Shares of 34,370,000 represent (i) approximately 3.80% of the existing issued share capital of the Company immediately before completion of the Subscription; (ii) approximately 3.66% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares; and (iii) approximately 3.53% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares and the Warrant Shares upon full exercise of the subscription rights attaching to the Warrants.

Assuming full exercise of the subscription rights attaching to the Warrants, the Company will issue 34,370,000 Warrant Shares, representing (i) approximately 3.80% of the issued share capital of the Company immediately before completion of the Subscription; (ii) approximately 3.66% of the issued share capital of the Company as enlarged by the issue and allotment of the Warrant Shares; and (iii) approximately 3.53% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares and Warrant Shares upon full exercise of the subscription rights attaching to the Warrants.

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Set out below is the shareholding structure of the Company (i) immediately before completion of the Subscription; (ii) immediately after completion of the Subscription and assuming none of the subscription rights attaching to the Warrants are exercised; and (iii) immediately after completion of the Subscription and assuming full exercise of the subscription rights attaching to the Warrants at the Exercise Price of HK$0.66 per Warrant Share:

Name of Shareholders
Substantial Shareholder
Max Sun Enterprises
Limited (Note 1)
Directors Interests
Mr. Cheng Ming Kit
(Note 2)
Public Shareholders
Investor
Other Shareholders
Total
Immediately before completion
of the Subscription
Number of
Shares
Approximate %
77,030,276
8.52%
1,000
0.00011%
400,000
0.04%
827,297,139
91.44%
904,728,415
100.00%
Immediately after completion of
the Subscription and assuming
none of the subscription rights
attaching to the Warrants
are exercised
Number of
Shares
Approximate %
77,030,276
8.21%
1,000
0.00011%
34,770,000
3.70%
827,297,139
88.09%
939,098,415
100.00%
Immediately after completion of
the Subscription and assuming
full exercise of the subscription
rights attaching to the Warrants
at the Exercise Price of HK$0.66
per Warrant Share
Number of
Shares
Approximate %
77,030,276
7.92%
1,000
0.00010%
69,140,000
7.10%
827,297,139
84.98%
973,468,415
100.00%
Immediately after completion of
the Subscription and assuming
full exercise of the subscription
rights attaching to the Warrants
at the Exercise Price of HK$0.66
per Warrant Share
Number of
Shares
Approximate %
77,030,276
7.92%
1,000
0.00010%
69,140,000
7.10%
827,297,139
84.98%
973,468,415
100.00%
100.00%

Notes:

  • (1) Max Sun Enterprises Limited 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 Max Sun Enterprises Limited for the purposes of the Securities and Futures Ordinance. Pursuant to the warrant subscription agreement dated 29 May 2012 entered into by the Company and the subscriber, Max Sun Enterprises Limited, the subscriber was issued with an aggregate of 100,000,000 warrants at the issue price of HK$0.02 per warrant conferring the rights to subscribe for an aggregate of 100,000,000 Shares at the exercise price of HK$1.05 per Share (subject to adjustment upon the occurrence of some adjustment events). Each warrant carries the right to subscribe for one Share. The subscription rights will be exercisable within sixty months from the date of the issue of the warrants.

  • (2) Mr. Cheng Man Kit is an executive Director of the Company.

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

Hong Kong, 5 July 2013

As at the date of this announcement, the executive Directors are Mr. Cheng Kam Chiu, Stewart, Mr. Cheng Ming Kit and Mr. Wong Tai Cheung, Andrew; the independent nonexecutive Directors are Mr. Wong Man Kong, Peter, Mr. Chan Chi Yuen, Mr. Yung Chun Fai, Dickie and Mr. Chiu Wai On.

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