GoFintech Quantum Innovation Limited — Capital/Financing Update 2014

Sep 8, 2014

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)

DISCLOSEABLE TRANSACTION IN RELATION TO

THE PROPOSED ACQUISITION OF 42.1% EQUITY INTEREST OF FULL CHARMING LIMITED INVOLVING THE PROPOSED ISSUE OF CONSIDERATION SHARES UNDER THE GENERAL MANDATE

Financial Adviser to the Company

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THE ACQUISITION

The Board announces that on 8 September 2014 (after trading hours), the Purchaser entered into the Acquisition Agreement with the Vendor, pursuant to which the Purchaser conditionally agreed to acquire and the Vendor conditionally agreed to sell the Sale Shares representing 42.1% of equity interest of the Target Company at an aggregate Consideration of HK$46,655,000, of which a sum of (i) RMB10,000,000 (equivalent to approximately HK$12,500,000) shall be payable in cash by the Purchaser to the Vendor or its nominee(s) within 15 business days from the execution date of the Acquisition Agreement; and the remaining balance of HK$34,155,000 shall be paid by (ii) the allotment and issue of an aggregate of 68,310,000 Consideration Shares by the Company to the Vendor or its nominee(s) at the Issue Price upon the Completion subject to the terms and conditions of the Acquisition Agreement.

• For identification purpose only

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The Consideration Shares will be issued pursuant to the General Mandate granted to the Directors at the annual general meeting of the Company held on 27 June 2014. As at the date of this announcement, 138,840,000 Shares have been issued and allotted under the General Mandate. An application will be made to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined in Chapter 14 of the Listing Rules) in relation to the transactions as contemplated under the Acquisition Agreement exceed(s) 5% but below 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

WARNING NOTICE

Shareholders and potential investors should be aware that Completion is subject to certain conditions, as set out in the subsection headed ‘‘Conditions Precedent’’ in this announcement, being satisfied, and consequently the Acquisition may or may not proceed. Accordingly, they are advised to exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.

The Board announces that on 8 September 2014 (after trading hours),the Purchaser entered into the Acquisition Agreement with the Vendor, pursuant to which the Purchaser conditionally agreed to acquire and the Vendor conditionally agreed to sell 42.1% equity interest of the Target Company. The major terms of which are as follows:

THE ACQUISITION AGREEMENT

Date

8 September 2014

Parties

Vendor: Mr. Qiu Shuangli (仇雙利) Purchaser: Total Belief Limited

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Vendor being the registered, legal and beneficial owner of the entire issued share capital of the Target Company, representing 100% issued share capital of the Target Company, and his associates, are third parties independent of and not connected with the Purchaser, the Company and its connected persons (as defined in the Listing Rules).

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Assets to be acquired by the Purchaser

Pursuant to the Acquisition Agreement, the Purchaser conditionally agreed to purchase and the Vendor conditionally agreed to sell the Sale Shares, being 42.1% of the equity interest of the Target Company.

Consideration and Manner of Payment

The Consideration is a sum of approximately HK$46,655,000 and the manner of payment of the Consideration for the Acquisition is divided into two parts:

• (i) Within 15 business days from the execution of the Acquisition Agreement, a sum of RMB10,000,000 (equivalent to approximately HK$12,500,000) shall be payable in cash by the Purchaser to the Vendor or its nominee or to be settled by other settlement methods as agreed by the Purchaser and the Vendor.

• (ii) Upon Completion, 68,310,000 Consideration Shares (equivalent to approximately HK$34,155,000) shall be allotted and issued at the Issue Price by the Company to the Vendor or its nominee on the Completion Date.

Issue of Consideration Shares

The Consideration Shares will be allotted and issued by the Company to the Vendor at the Issue Price, which represents:

• (i) a premium of approximately 38.89% over the closing price of the Shares of HK$0.360 per Share as quoted on the Stock Exchange on the date of the Acquisition Agreement;

• (ii) a premium of approximately 39.66% over the average of the closing prices of the Shares of HK$0.358 per Share for the 5 consecutive trading days immediately prior to the date of the Acquisition Agreement; and

• (iii) a premium of approximately 40.25% over the average of the closing prices of the Shares of HK$0.357 per Share for the 10 consecutive trading days immediately prior to the date of the Acquisition Agreement.

The Issue Price is determined after arm’s length negotiations between the parties to the Acquisition Agreement with reference to the recent closing prices and par value of the Shares respectively.

The 68,310,000 Consideration Shares to be allotted and issued by the Company represents approximately:

• (i) 5.80% of the existing issued share capital of the Company as at the date hereof; and

• (ii) 5.48% of the issued share capital of the Company as enlarged by the issue of the Consideration Shares.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.

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Conditions Precedent

Completion is conditional upon the fulfillment or waiver (if applicable) of the following conditions precedent:

• i. the Purchaser being satisfied with the structural reorganisation and change in shareholding of the Target Company and its relevant shareholders;

• ii. the Purchaser having obtained a written legal opinion from the relevant PRC lawyers in the form and substance acceptable to the Purchaser (which shall include and not be limited to the findings of due diligence of the Vendor and the Target Group in relation to the Acquisition);

• iii. the Purchaser having obtained a feasibility study report in the form and substance acceptable to the Purchaser in relation to the Acquisition (if applicable);

• iv. the Purchaser having obtained a valuation report issued by an independent valuer in the form and substance acceptable to the Purchaser confirming the value of the 100% equity interest of Shuguang as at 30 June 2014 is not less than RMB93,321,665;

• v. the Purchaser having obtained the audited reports of 2012 and 2013 prepared by the PRC auditor in the form and substance acceptable to the Purchaser;

• vi. the Purchaser having obtained a repayment of debt undertaking by the Vendor to the Purchaser in the form and substance acceptable to the Purchaser;

• vii. the Purchaser having obtained a special repayment of debt undertaking and guarantee by the Vendor to the Purchaser to repay Shuguang’s payables by the Vendor to the creditors;

• viii. the Purchaser having obtained an undertaking by the Vendor to the Purchaser in the form and substance acceptable to the Purchaser, confirming to make payments to satisfy any of Shuguang’s outstanding tax liability;

• ix. the Purchaser having obtained an undertaking and guarantee by the Vendor the purchaser confirming that, save as disclosed in the management accounts of Shuguang as at 30 June 2014, no outstanding debts/ liabilities of Shuguang exist;

• x. the Purchaser having obtained a confirmation by the relevant supplier(s) of the sale of assets in the form and substance acceptable to the Purchaser, confirming no liability is owed by Shuguang to the relevant supplier(s);

• xi. the Purchaser having obtained a list consisting of (if any) previously not recorded debt and/or liabilities of Shuguang in the form and substance acceptable to the Purchaser;

• xii. the Purchaser having obtained a waiver by the Vendor in the form and substance acceptable to the Purchaser, confirming that the Vendor shall waive all the shareholder loans owed by Shuguang to the Vendor;

• xiii. the Purchaser, its agents or professional advisers being reasonably satisfied with the results of the due diligence review;

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• xiv. the Vendor having obtained all relevant approvals, confirmations, waivers or consents in respect of the Acquisition Agreement and all transactions contemplated thereunder under the applicable laws and regulations from the relevant governmental or regulatory authorities having jurisdiction over the Vendor or other relevant third parties;

• xv. compliance of all applicable disclosure and/or shareholders’ approval requirements by the Company in accordance with the Listing Rules (if applicable);

• xvi. the Listing Committee of the Stock Exchange having granted or agreeing to grant the listing of, and permission to deal in, the Consideration Shares, whether subject to conditions or not;

• xvii. the Securities and Futures Commission having granted or agreeing to grant all relevant consent, approval and permission in relation to the Acquisition (if applicable);

• xviii. the Purchaser being satisfied, from the date of signing of the Acquisition Agreement, that the warranties given under the Acquisition Agreement remain true, accurate, not misleading nor in breach of any material respect and that no event has suggested that there was any adverse material change in such warranties;

• xix. the Purchaser does not find nor have the knowledge that from the date of signing of the Acquisition Agreement, there be any abnormal operations or any material adverse change in the business, positions (including assets, financial and legal status), operations, performance or assets, status of any license(s), or any undisclosed material potential risks in respect of the Target Group;

• xx. the Purchaser obtains sufficient funding to discharge its obligation under the Acquisition Agreement;

• xxi. the transaction contemplated under the Acquisition Agreement having complied with the relevant laws and regulations in the PRC and all necessary PRC governmental or regulatory approval or consents having been obtained (if applicable);

• xxii.the Vendor and the Purchaser signing a shareholders’ agreement which sets out the terms regulating the rights and obligations of the shareholders of the Target Company;

• xxiii. the Vendor and the Company’s subsidiary(ies) signing a drilling rig service agreement in relation to the drilling operation in Argentina;

• xxiv. the Vendor having pledged his 52.62% equity interest in the Target Company, 52.62% equity interest in Hong Kong Oil Development and 50% equity interest in Shuguang in favour of 深圳市源協貿易有限公司 (Shenzhenshi Yuan Xie Maoyi Company Limited*) (‘‘源協貿易’’), the Company’s wholly-owned subsidiary incorporated in the PRC, as security for the payment of the Vendor’s debt of RMB46,657,000 to the creditors, and completed the relevant pledge registration procedures and notarization. The said pledge in favour of 源協貿易 shall have priority over others;

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• xxv. the Target Company having pledged the entire assets that it lawfully and effectively holds, including the assets of itself, Hong Kong Oil Development and Shuguang in favour of 源協貿易, as security for the payment of the Vendor’s debt of RMB46,657,000 to the creditors. The said pledge in favour of 源協貿易 shall have priority over others;

• xxvi. none of the undertakings, negative pledges, warranties and representations of the Vendor contained in the Acquisition Agreement having been breached in any material respect or being misleading or untrue in any material respect.

The Purchaser is entitled to waive all or any of the conditions above, apart from (xiii), (xiv), (xv), (xvi) and (xx) above, at its absolute discretion by way of written notice to the Vendor. As at the date of this announcement, the Purchaser does not intend to waive any of the said conditions.

The Purchaser, its agents or professional advisers have the rights (but no obligation) to perform the relevant due diligence exercise. The Vendor shall assist (and procure its subsidiaries to assist) the Purchaser, its agents or its professional adviser to perform the relevant due diligence exercise.

The Purchaser, its agents or professional advisers have the rights to inspect the Target Company, the records and projects of the relevant business of the Target Company and the right to request the Target Company to issue documents to verify and confirm the full satisfaction of the Conditions Precedent. Upon the request from the Purchaser, its agents or professional advisers, the Vendor shall provide the relevant information concerning the Vendor, the Target Company and the relevant business of the Target Company.

Without prejudice to the terms and conditions set out in the Acquisition Agreement, the Vendor shall use its reasonable endeavours to assist (and procure its subsidiaries to assist) the Purchaser, its agents, or its professional adviser to complete the due diligence exercise on the Target Company and its subsidiaries, including but not limited to their respective businesses, assets, liabilities, operations during the period from the date of the Acquisition Agreement until the date which the Company allots the Consideration Shares to the Vendor or its nominee(s) on Completion Date.

Without prejudice to the terms and conditions set out in the Acquisition Agreement, the Vendor shall assist the Purchaser in obtaining any additional information relating to the Target Company as the Purchaser thinks necessary and appropriate to obtain, in particular:

• (i) the Vendor shall procure its auditors to provide any reports or checklists regarding the business or financial or trading positions of the Target Company or its subsidiaries to the Purchaser;

• (ii) the Vendor shall use its reasonable endeavours to procure its auditors to provide all income statements, reports relating to the assets and liabilities of the Target Company, the internal control procedures and accounting policies issued by the Target Company during the period from the date of the Acquisition Agreement until the Completion Date.

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If any of the Conditions Precedent have not been fulfilled (except the condition(s) which has/have been waived by the Purchaser) by the Long Stop Date, the Purchaser shall have the right to terminate the Acquisition Agreement by serving a notice in writing to the Vendor after the Long Stop Date. Upon termination of the Acquisition Agreement for the above reason, none of the parties shall have any claims against the other parties (other than any antecedent breaches and the costs and expenses which shall be borne by the parties pursuant to the Acquisition Agreement) under the Acquisition Agreement.

Completion

Subject to the fulfillment (or waiver) of all the Conditions Precedent and all relevant obligations under the Acquisition Agreement, Completion shall take place on the Completion Date at the registered office of the Company in Hong Kong or on such other date and place as the parties to the Acquisition Agreement may agree in writing.

CHANGE IN SHAREHOLDING STRUCTURE OF THE TARGET COMPANY

(a) Shareholding structure of Target Company before Completion

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Vendor
100%
Full Charming
(BVI)
100%
Hong Kong Oil
Development Zhang Xue
(HK)
95% 5%
Shuguang
(PRC)
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(b) Shareholding structure of Target Company immediately after Completion

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----- Start of picture text -----

The Company
(Bermuda)
100%
Purchaser
Vendor
(BVI)
42.1% 57.9%
Full Charming
(BVI)
100%
Hong Kong Oil
Development Zhang Xue
(HK)
95% 5%
Shuguang
(PRC)
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EFFECT TO THE SHAREHOLDING STRUCTURE OF THE COMPANY

As at the date of this announcement, the Company has 1,177,873,995 Shares in issue. The table below sets out the shareholding structure of the Company (i) as at the date of this announcement; (ii) immediately after Completion, for illustrative and reference purposes:

Name of Shareholders Max Sun Enterprises Limited (Note 1) Mr. Cheng Ming Kit (Note 2) Vendor Other Shareholders Subtotal	As at the date of this announcement Number of Shares Approximate % of Shareholding 259,647,110 22.04 1,000 0.00 0 0 918,225,885 77.96 1,177,873,995 100	Immediately after Completion Number of Shares Approximate % of Shareholding (Note 3) 259,647,110 20.84 1,000 0.00 68,310,000 5.48 918,225,885 73.68 1,246,183,995 100	Immediately after Completion Number of Shares Approximate % of Shareholding (Note 3) 259,647,110 20.84 1,000 0.00 68,310,000 5.48 918,225,885 73.68 1,246,183,995 100
			100

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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. Cheung 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 Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong).

• (2) Mr. Cheng Ming Kit is an executive Director.

• (3) Assuming that there is no change in the issued share capital of the Company from the date of this announcement up to the date of allotment and issue of the Consideration Shares.

INFORMATION OF THE PURCHASER

The Purchaser, a wholly-owned subsidiary of the Company, is an investment holding company incorporated in the BVI with limited liability.

INFORMATION OF THE GROUP

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.

INFORMATION OF THE VENDOR

The Vendor is currently the general manager and legal representative of the Target Company. He has engaged in the domestic and international oil business for over 27 years, of which he has engaged in the oilfield business for over 9 years in the Republic of Kazakhstan. He has an in-depth and sophisticated knowledge of the oil business management.

To the best of the Director’s knowledge, information and belief, and having made all reasonable enquiries, the Vendor and his associates are independent third parties of the Purchaser and the Company (within the meaning of the Listing Rules).

INFORMATION OF THE TARGET COMPANY

The Target Company, Full Charming Limited, is a company incorporated in the BVI with limited liability. Its principal business is investment holding and it has 95% equity interest of Shuguang.

INFORMATION OF SHUGUANG

Shuguang is a company incorporated in the PRC with limited liability and having the registered share capital of RMB6,000,000. Shuguang is a subsidiary of the Target Company at the portion of 95% which is incorporated in 2001. Its main businesses consist of the general trading, as well as the management of oil pipeline connections, transportation and distribution.

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Financial information of the Target Company

Set out below are certain financial information (audited by PRC auditors) of the Target Company for the financial year ended 31 December 2012 and 31 December 2013:

For the year ended 31 December 2012

For the year ended 31 December 2013

Turnover Approximately RMB0 RMB10,714,889 (equivalent to HK$0) (equivalent to approximately HK$13,393,611) Net profit (before taxation Approximately Approximately and extraordinary items) RMB(4,550,672) RMB(703,165) (equivalent to approximately (equivalent to approximately HK$(5,688,340)) HK$(878,956) Net profit (after taxation Approximately Approximately and extraordinary items) RMB(4,550,672) RMB(703,665) (equivalent to approximately (equivalent to approximately HK$(5,688,340)) HK$(879,581)) Net Assets Approximately Approximately RMB645,837 RMB93,375,273 (equivalent to approximately (equivalent to approximately HK$807,297) HK$116,719,091) Total Assets Approximately Approximately RMB57,750,170 RMB150,479,505 (equivalent to approximately (equivalent to approximately HK$72,187,713) HK$188,099,381)

REASONS FOR AND BENEFITS OF THE ACQUISITION

The Board believes that the Acquisition would facilitate the Company’s exploration and development of its existing projects, in particular, the ones in Argentina. The Acquisition would bring the Company into a new sector of oil field services in the PRC, which piques the Group to acquire the Target Company from the Vendor. The Board further holds the view that the Company would be benefitted from participating in the oil field services business as it would achieve synergies to our existing business and attract investment and business opportunities to maximize the return of the Shareholders.

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Having considered the terms of the Acquisition Agreement, the relevant valuation on the 42.1% shareholding interest of the Target Company, the future development prospects of the businesses of the Target Company, the experience and network possessed by the Target Company’s management as well as the potential synergies from the Company’s existing businesses, the Directors are of the view that the terms of the Acquisition Agreement have been negotiated on an arm’s length basis, and such terms are fair and reasonable and are in the interest of the Company and the Shareholders as a whole.

BASIS OF THE CONSIDERATION

The Consideration has been arrived at after arm’s length negotiations between the Purchaser and the Vendor and was determined with reference to the followings:

• (i) a preliminary valuation report prepared by LCH (Asia-Pacific) Surveyors Limited, an independent valuer. Based on the preliminary valuation report, the estimated value of Shuguang was in the region ranging from RMB92,000,000 to RMB94,000,000; and

• (ii) the business development and prospects of the Target Group in the medium to long term.

The Directors (including the independent non-executive Directors) consider that the Consideration and the terms and conditions of the Acquisition are fair and reasonable, on normal commercial terms and ordinary and usual course of business of the Company and are in the interests of the Company and the Shareholders as a whole.

GENERAL MANDATE

The Consideration Shares will be allotted and issued pursuant to the General Mandate. Under the General Mandate, the Directors are allowed to allot, issue and deal with up to 235,574,799 Shares as granted at the annual general meeting of the Company held on 27 June 2014, representing 20% of the number of the Shares in issue on the date of the annual general meeting. As at the date of this announcement, save for the proposed issue of the Consideration Shares pursuant to the Acquisition Agreement, 138,840,000 shares have been allotted and issued under the General Mandate by the Company. The 68,310,000 Consideration Shares, to be allotted and issued will utilise a further of approximately 29% of the General Mandate. The Directors may only allot, issue and otherwise deal with up to a maximum of 28,424,799 Shares remaining under the General Mandate upon Completion.

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RISK FACTORS

Set out below are the risk factors which may be associated with the Acquisition:

(1) Possible unidentified risks concerning the Acquisition

Although the Group has conducted preliminary due diligence with respect to the Acquisition, the Group may not identify all material risks associated with the Acquisition due to inherent limitations of due diligence, including, among other things, unforeseen contingent risks or latent liabilities relating to the entities acquired or to be acquired that may not become apparent until in the future. Any such unidentified risk could have a material adverse impact on the Group’s business, financial condition and results of operations after the Completion. Even if the Group identifies any such risk and terminates the Acquisition Agreement prior to the Completion, the Group’s reputation may be harmed and the Group’s prospects may be materially and adversely affected.

(2) Assumption and factors of the preliminary evaluation may not be realized

The preliminary evaluation was compiled by the valuer based on certain factors and assumptions estimated by the management of the Company in running the business. The said assumptions and factors may not be realised and may affect the evaluation significantly.

(3) Significant capital investment

The Target Company’s business in providing oil fields developing and exploration service requires significant capital investment, the operation costs may exceed the original budgets and may not achieve the intended economic results or commercial viability. Actual capital expenditures may significantly exceed the Company’s budgets because of various factors beyond the Company’s control, which in turn may affect the Company’s financial condition. If the Company is unsuccessful in raising additional capital or if new capital funding costs are higher than its prior capital funding costs, the Company’s business operations and financial condition may be materially and adversely impaired.

(4) New business segment of the Group

The Acquisition constitutes an investment in a new business sector, being the oil field services. The new business venture may pose significant challenges to the Company’s administrative, financial and operational resources. The Company has relatively limited experience to run and manage the new business in the past and may rely heavily on other professionals for technical support.

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(5) Key qualified personnel and professionals for the operations

The business of the Target Company is operated by a team of professionals having the relevant experience and expertise. However, there is no assurance after the Acquisition that the enlarged Group could retain the professional or guarantee the parties continue to provide services to the enlarged Group or will honour the agreed terms and conditions of their employment contracts. Any loss of key personnel or failure to recruit and retain personnel for the future operations and development may have a material adverse impact on the business.

• (6) The Target Group operates in a highly competitive industry, which may affect its market share and results of operations

The Target Group operates in the oil field services industry in the PRC and generally faces strong competition, based upon price, brand recognition, availability and selection. Some of the Target Group’s competitors may have been in business for a longer period of time and may have substantially greater financial, distribution and other resources than the Target Group. Competition may result in price reductions, reduced margins, loss of market share, any of which could have an adverse impact on the Target Group’s profit margins and results of operations.

(7) Losses in the Target Company may sustain in future financial years

The business of the Target Group is still in a relatively preliminary stage, it requires time for improvement in quality and enhancement of market reputation in the oil field services industry in order to boost sales in the future. Hence the turnover may stay relatively low and losses as in financial year 2012 and 2013 may continue in the near future of the Target Company. This is a potential risk which may give rise to a material adverse impact on the Group’s business and financial position.

• (8) The bases and assumptions under the relevant feasibility studies of the Target Company may not be valid

The relevant feasibility studies (if any) of the Target Company were based on the relevant bases and assumptions. The said bases and assumptions may respectively be invalid, outdated, inappropriate and inapplicable.

• (9) The bases and assumptions of profit forecast in the Valuation Report on the Target Company may not be valid and sustainable

The relevant profit forecast in the Valuation Report of the Target Company was compiled by LCH (Asia-Pacific) Surveyors Limited based on the certain bases and assumptions. The said bases and assumptions may not be valid nor sustainable and therefore may affect the said valuation significantly and substantially.

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(10) Laws and regulations

The business of the Target Group is subject to the PRC governmental regulations, policies and controls. There can be no assurance that the relevant government will not change such laws and regulations or impose additional or more stringent laws or regulations, or otherwise undesirable to future development of the oil field services industry.

(11) The structural reorganisation and change in shareholding of the Target Company and its relevant shareholders may not be satisfied

The structural reorganisation is subject to Hong Kong and the PRC governmental regulations, policies and controls. There can be no assurance that structural reorganisation and change in shareholding of the Target Company and its relevant shareholders be satisfied.

(12) Uncertainty of accounts receivables and accounts payables of the Target Company

There is no assurance that the account receivables of the Target Company will be recovered. When a receivable is considered as uncollectible, it would be written off against the allowance account. Further, the Vendor may not be able to pay the account payable of the Target Company pursuant to the guarantees and undertakings indicated in subsection headed ‘‘Conditions Precedent’’. Both may cause a material adverse impact on the Group’s business, financial condition and result of operation after the Completion in the future.

(13) Shuguang’s insufficient capital to sustain future business opportunities

As Shuguang is still at a preliminary stage of development, it may not have sufficient capital to meet all of its investment needs. Upon finding suitable business opportunities, Shuguang may therefore need to issue shares to meet its capital needs.

(14) Possible claim against Shuguang’s assets by the suppliers

Although the Shuguang has undisputable legal and equitable interest over all of its assets, there is still a risk that the supplier may have a claim over the assets as the assets are not fully paid up by the Vendor.

LISTING RULE IMPLICATIONS

As one or more of the applicable percentage ratios (as defined in Chapter 14 of the Listing Rules) in respect of the Acquisition are more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction of the Company under the Listing Rules and is therefore subject to the requirements of reporting and announcement pursuant to Chapter 14 of the Listing Rules.

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WARNING NOTICE

Shareholders and potential investors should be aware that Completion is subject to certain conditions, as set out in the subsection headed ‘‘Conditions Precedent’’ in this announcement, being satisfied, and consequently the Acquisition may or may not proceed. Accordingly, they are advised to exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

• ‘‘Acquisition’’

• The proposed purchase of 42.1% equity interest in the Target Company by the Purchaser from the Vendor

• ‘‘Acquisition Agreement’’

• the sale and purchase agreement dated 8 September 2014 which was entered into between the Purchaser and the Vendor in respect of the Acquisition

• ‘‘Board’’ the board of Directors

• ‘‘BVI’’ the British Virgin Islands

• ‘‘Company’’

• New Times Energy Corporation Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange

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

• ‘‘Completion Date’’ 31 October 2014 or such other date as the parties to the Acquisition Agreement may agree in writing on which the Completion shall take place subject to the fulfillment (or waiver) of all the Conditions Precedent and all relevant obligations under the Acquisition Agreement

• ‘‘Conditions Precedent’’

• the conditions precedent of the Acquisition Agreement, details of which are set out in the subsection headed ‘‘Conditions Precedent’’ in this announcement

• ‘‘Consideration’’

• the aggregate consideration of HKD46,655,000 in relation to the Acquisition

• ‘‘Consideration Shares’’

• the new Shares to be allotted and issued by the Company to the Vendor as part of the Consideration pursuant to the terms and conditions of the Acquisition Agreement, being an aggregate of 68,310,000 Shares

– 15 –

‘‘Directors’’	the directors of the Company
‘‘General Mandate’’	the general mandate granted to the Directors by the
	Shareholders at the Company’s annual general meeting held
	on 27 June 2014 to allot, issue and deal with up to 20% of
	the then issued share capital of the Company as at the date
	of the annual general meeting
‘‘Group’’	the Company and its subsidiaries
‘‘HK$’’	Hong Kong dollars, the lawful currency of	Hong Kong
‘‘Hong Kong’’	the Hong Kong Special Administrative Region of the PRC
‘‘Hong Kong Oil	Hong Kong Oil Development Co., Ltd., an investment
Development’’	holding company incorporated in Hong	Kong with the
	Target Company being its sole shareholder
‘‘Issue Price’’	HK$0.50 per Consideration Share
‘‘Listing Rules’’	the Rules Governing the Listing of Securities on the Stock
	Exchange
‘‘Long Stop Date’’	30 September 2014 or such other date as	the parties to the
	Acquisition Agreement may agree in	writing for the
	fulfillment of the Conditions Precedent
‘‘PRC’’	the People’s Republic of China, for the	purpose of this
	announcement, excludes Hong Kong,	Macau Special
	Administrative Region and Taiwan
‘‘Purchaser’’	Total Belief Limited, a company incorporated in the BVI
	with limited liability, being a wholly-owned subsidiary of
	the Company
‘‘RMB’’	Renminbi, the lawful currency of the PRC
‘‘Sale Shares’’	21,050 shares of a single class with a par	value of US$1.00
	of the Target Company, representing 42.1% of the issued
	shares of the Target Company as at	the date of the
	Acquisition Agreement
‘‘Shareholder(s)’’	holder(s) of the Shares
‘‘Shares’’	ordinary shares of HK$0.50 each in the share capital of the
	Company

– 16 –

‘‘Shuguang’’	盤錦遼河曙光實業有限公司	(Panjin Liaohe	(Panjin Liaohe	Shuguang
	Company Limited*), which is	a company	incorporated in
	the PRC with limited liability
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘Target Company’’	Full Charming Limited, a company incorporated			in the BVI
	with limited liability
‘‘Target Group’’	the Target Company, Hong Kong Oil Development and
	Shuguang
‘‘US$’’	United States dollar, the lawful currency		of	the United
	States of America
‘‘Valuation Report’’	the valuation report prepared by LCH		(Asia-Pacific)
	Surveyors Limited
‘‘Vendor’’	Mr. Qiu Shuangli (仇雙利)
‘‘Zhang Xue’’	Ms. Zhang Xue (張雪), an	individual	shareholder of
	Shuguang
‘‘%’’	per cent.

For the purpose of this announcement, unless otherwise specified, conversion of Renminbi, the lawful currency of the PRC, into Hong Kong dollars, the lawful currency of Hong Kong, is based on the approximate exchange rate of RMB1.00 to HK$1.250.

In this announcement, the English names of the PRC entities are translations of their Chinese names, and are included herein for identification purposes only. In the event of any inconsistency, the Chinese names shall prevail.

By order of the Board

New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman

Hong Kong, 8 September 2014

As at the date of this announcement, the Board comprises seven Directors, of which two are executive Directors, namely Mr. Cheng Kam Chiu, Stewart and Mr. Cheng Ming Kit; one is a non-executive Director, namely Mr. Heffner, Paul Lincoln;and four are independent nonexecutive 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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