GoFintech Quantum Innovation Limited — Capital/Financing Update 2014

Aug 29, 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.

==> picture [103 x 76] intentionally omitted <==

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 SIXTH SUPPLEMENTAL AGREEMENT TO THE ACQUISITION AGREEMENT AND

ANNOUNCEMENT PURSUANT TO RULE 14.36 OF THE LISTING RULES

THE SIXTH SUPPLEMENTAL AGREEMENT

On 29 August 2014 (after trading hours), the Company, the Purchaser, the Vendor, Target Company A and Target Company B entered into the Sixth Supplemental Agreement to the Acquisition Agreement.

Save and except the amendments as disclosed in this announcement, there are no other material changes in the terms and conditions of the Acquisition Agreement.

TERMINATION OF ACQUISITION OF CERTAIN INTERESTS

Pursuant to the Sixth Supplemental Agreement, the acquisition of New Sale Interest B, New Sale Interest C and New Sale Interest D have been terminated because after discussions with the Vendor, the Board is not optimistic about the prospect of fulfillment of the respective Conditions Precedent for each of New Sale Interest B, New Sale Interest C and New Sale Interest D of obtaining all necessary consents and approvals from the relevant governmental or regulatory authorities.

• For identification purpose only

– 1 –

SATISFACTION OF CONSIDERATION FOR NEW SALE INTEREST A

As at the date of this announcement, the Purchaser has in aggregate paid HK$30,000,000 to the Vendor by way of (i) the Deposit of HK$15,000,000; (ii) the Further Deposit of HK$10,000,000 and (iii) the promissory note in the amount of HK$5,000,000 for the Third Deposit, as deposit of the New Sale Interests. Pursuant to the Sixth Supplemental Agreement, the parties agreed that (i) the Deposit of HK$15,000,000 shall be applied in full to satisfy part of the consideration for the New Sale Interest A, being HK$17,000,000; (ii) HK$2,000,000 out of the Further Deposit shall be applied to satisfy the remainder of the consideration for the New Sale Interest A; (iii) the remaining amount of HK$8,000,000 of the Further Deposit shall be refunded by the Vendor to the Purchaser in such manner as the Vendor and the Purchaser may agree upon Completion A; and (iv) the promissory note representing the Third Deposit shall immediately become null and void and of no effect against the Company.

CONTINGENT CONSIDERATION AFTER COMPLETION

Pursuant to the Sixth Supplemental Agreement, the mechanism of Contingent Consideration, the details of which were set out in Announcement 4, was still applicable but (i) amended to apply to the New Sale Interest A only; and (ii) the parties to the Sixth Supplemental Agreement agreed that in the event the value of the New Sale Interest A as shown in the Final Valuation Report A is not less than HK$17,000,000 or its equivalent in other foreign currency, the Shortfall Difference to be paid by the Company to the Vendor shall be capped at an amount of HK$40,500,000.

EXTENSION OF LONG STOP DATE

Pursuant to the Sixth Supplemental Agreement, the Long Stop Date for fulfillment of the Conditions Precedent to New Sale Interest A was amended and extended for a further six months from 31 August 2014 to 28 February 2015.

LISTING RULES IMPLICATIONS

Assuming the value of the New Sale Interest A in the Final Valuation Report A exceeds HK$17,000,000 but does not exceed HK$57,500,000, as the relevant percentage ratios calculated as at the date of the Sixth Supplemental Agreement pursuant to Rule 14.07 of the Listing Rules in respect of the amended transactions under the Sixth Supplemental Agreement exceeds 5% but are less than 25%, the acquisition of the New Sale Interest A remains a discloseable transaction for the Company under Chapter 14 of the Listing Rules. In the event that the value of the New Sale Interest A as stated in the Final Valuation Report A renders a change in any of the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules and resulting in a different classification of the acquisition of the New Sale Interest A under Rule 14.06 of the Listing Rules, the Company will comply with the relevant requirements under the Listing Rules.

This announcement is also made by the Company pursuant to Rule 14.36 of the Listing Rules, as the entering into the Sixth Supplemental Agreement constitutes a variation to the terms of the transactions previously announced under the Previous Announcements.

– 2 –

Shareholders and potential investors should note that the acquisition of the New Sale Interest A is subject to the fulfilment or waiver of conditions precedent and may or may not proceed to Completion A and, even if proceeded to Completion A, the value of the asset(s) acquired and consideration to be provided may vary. Shareholders and potential investors should exercise caution in dealing with securities of the Company.

Reference is made to the announcements of the Company dated 15 May 2012 (‘‘Announcement 1’’), 29 June 2012 (‘‘Announcement 2’’), 31 July 2012 (‘‘Announcement 3’’), 26 December 2012 (‘‘Announcement 4’’), 28 June 2013 (‘‘Announcement 5’’), 31 December 2013 (‘‘Announcement 6’’) and 30 June 2014 (‘‘Announcement 7’’, together with Announcement 1, Announcement 2, Announcement 3, Announcement 4, Announcement 5 and Announcement 6, the ‘‘Previous Announcements’’) in relation to the Acquisition Agreement, pursuant to which the Company conditionally agreed to acquire the New Sale Interests. Unless the context requires otherwise or otherwise defined herein, the use of capitalized terms herein shall have the same meanings as defined in Announcement 7.

The Board wishes to announce that on 29 August 2014 (after trading hours), the Company, the Purchaser, the Vendor, Target Company A and Target Company B entered into the sixth supplemental agreement to the Acquisition Agreement (‘‘Sixth Supplemental Agreement’’).

TERMINATION OF ACQUISITION OF CERTAIN INTERESTS

Pursuant to the Sixth Supplemental Agreement, the acquisition of New Sale Interest B, New Sale Interest C and New Sale Interest D have been terminated because after discussions with the Vendor, the Board is not optimistic about the prospect of fulfillment of the respective Conditions Precedent for each of New Sale Interest B, New Sale Interest C and New Sale Interest D of obtaining all necessary consents and approvals from the relevant governmental or regulatory authorities.

SATISFACTION OF CONSIDERATION FOR NEW SALE INTEREST A

As at the date of this announcement, the Purchaser has in aggregate paid HK$30,000,000 to the Vendor by way of (i) the Deposit of HK$15,000,000; (ii) the Further Deposit of HK$10,000,000 and (iii) a promissory note in the amount of HK$5,000,000, being the third deposit paid by the Purchaser to the Vendor (the ‘‘Third Deposit’’), as deposit of the New Sale Interests.

As disclosed in Announcement 4, the consideration for the New Sale Interest A shall be HK$17,000,000 and as no further work has been done towards exploration on the New Sale Interest A so far, the Vendor and the Purchaser agreed that such consideration shall remain unchanged. Pursuant to the Sixth Supplemental Agreement, the parties agreed that (i) the Deposit of HK$15,000,000 shall be applied in full to satisfy part of the consideration for the New Sale Interest A; (ii) HK$2,000,000 out of the Further Deposit shall be applied to satisfy the remainder of the consideration for the New Sale Interest A; (iii) the remaining amount of HK$8,000,000 of the Further Deposit shall be refunded by the Vendor to the Purchaser in such manner as the Vendor and the Purchaser may agree upon Completion A; and (iv) the

– 3 –

promissory note representing the Third Deposit shall immediately become null and void and of no effect against the Company. No convertible notes will be issued by the Company to satisfy any part of the consideration for the New Sale Interest A.

CONDITIONS PRECEDENT

Pursuant to the Sixth Supplemental Agreement, all the conditions precedent to Completion B, Completion C and Completion D were deleted in entirety, and the conditions precedent to Completion A were amended to contain the followings only:

• (i) the Company having complied to the satisfaction of the Stock Exchange with all applicable requirements under the Listing Rules, if any, in relation to the transactions contemplated under the Acquisition Agreement (as supplemented from time to time);

• (ii) the Company having obtained an official valuation report at the cost of the Purchaser in a form and substance acceptable to the Company prepared and issued by a firm of independent valuers nominated by the Company showing the value of the New Sale Interest A being not less than HK$17,000,000 or its equivalent in other foreign currency;

• (iii) the Purchaser having obtained a legal opinion at the cost of the Purchaser in a form and substance acceptable to the Purchaser prepared by an Argentine legal adviser acceptable to the Purchaser on the legality, validity and enforceability of the Rights in relation to the Valle de Lerma Concession including but not limited to the ownership of 30.0% interests in the Valle de Lerma Concession, the related, potential exploration and/or exploitation rights as that set out in the Acquisition Agreement;

• (iv) the Purchaser having obtained a technical report at the cost of the Purchaser in a form and substance acceptable to the Company having been prepared and issued by a firm of independent technical consultants showing that the total crude oil and natural gas reserves in the Valle de Lerma Concession with no material adverse deviation to the valuation report referred to in item (ii) above;

• (v) the Purchaser or its nominee(s) having signed a Companies’ Temporary Association Agreement (‘‘UTE A’’) together with an operational contract (‘‘Operational Contract A’’) to be signed by the members of the joint operational committee for the jointly controlled operation of the Valle de Lerma Concession, reflecting the direct interest of the Purchaser or its nominee(s) in the Valle de Lerma Concession as that interest holding structure as set out in the Acquisition Agreement, and such UTE A has been duly registered and recognised as effective and enforceable with the relevant authority in Argentina;

• (vi) the exploitation permit for the Valle de Lerma Concession issued by relevant authority in Argentina granting the exclusive rights to exploit solid, liquid and gaseous hydrocarbon deposits or otherwise in certain hydrocarbons areas in the Valle de Lerma Concession;

• (vii) the Vendor’s warranties being true and correct in all material respects as at Completion A by reference to the facts and circumstances subsisting at that date; and

– 4 –

• (viii) the Purchaser being satisfied with the results of its legal and financial due diligence in respect of the Valle de Lerma Concession by notifying the Vendor in writing.

The Company may waive conditions precedent set out in (v) and (vi) above by notice in writing to other parties to the Acquisition Agreement.

FULFILMENT OF THE CONDITIONS PRECEDENT

As at the date of this announcement, none of the conditions precedent to Completion A has been fulfilled save for items (iii) and (iv) as referred to above under the section headed ‘‘ ’’ CONDITIONS PRECEDENT .

CONTINGENT CONSIDERATION AFTER COMPLETION

Pursuant to the Sixth Supplemental Agreement, the mechanism of Contingent Consideration, the details of which were set out in Announcement 4, was still applicable but (i) amended to apply to the New Sale Interest A only; and (ii) the parties to the Sixth Supplemental Agreement agreed that in the event the value of the New Sale Interest A as shown in the official valuation report (‘‘Final Valuation Report A’’), which is to be obtained by the Company within 3 years subsequent to Completion A in relation to the New Sale Interest A, is not less than HK$17,000,000 or its equivalent in other foreign currency, the Shortfall Difference to be paid by the Company to the Vendor shall be capped at an amount of HK$40,500,000.

EXTENSION OF LONG STOP DATE

Pursuant to the Sixth Supplemental Agreement, the Long Stop Date for fulfillment of the Conditions Precedent to New Sale Interest A was amended and extended for a further six months from 31 August 2014 to 28 February 2015.

Save and except the aforesaid amendments under the Sixth Supplemental Agreement, there are no other material changes in the terms and conditions of the Acquisition Agreement.

REASON FOR AND BENEFITS OF THE SIXTH SUPPLEMENTAL AGREEMENT

As the Board is not optimistic with the commercial prospect of the New Sale Interest B, New Sale Interest C and New Sale Interest D, after discussions with the Vendor, the Company decided to proceed with the acquisition of the New Sale Interest A only. Accordingly, the total consideration under the transactions contemplated under the Acquisition Agreement as supplemented from time to time shall be adjusted from HK$35,000,000 to HK$17,000,000, representing the consideration for the New Sale Interest A.

The Company entered into the Sixth Supplemental Agreement to (i) reflect the new structure of the Acquisition; and (ii) further extend the Long Stop Date to 28 February 2015 in order to give sufficient time for the parties to the Acquisition Agreement to fulfill the conditions precedent in respect of the New Sale Interest A, in particular, in relation to liaison with local government authority.

– 5 –

The amendments as disclosed in this announcement have been arrived at arm’s length negotiations among the parties to the Sixth Supplemental Agreement. The Board considers that the terms and conditions of the Sixth Supplemental Agreement are fair and reasonable and the Sixth Supplemental Agreement is in the interest of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

Assuming the value of the New Sale Interest A in the Final Valuation Report A exceeds HK$17,000,000 but does not exceed HK$57,500,000, as the relevant percentage ratios calculated as at the date of the Sixth Supplemental Agreement pursuant to Rule 14.07 of the Listing Rules in respect of the amended transactions under the Sixth Supplemental Agreement exceeds 5% but are less than 25%, the acquisition of the New Sale Interest A remains a discloseable transaction for the Company under Chapter 14 of the Listing Rules. In the event that the value of the New Sale Interest A as stated in the Final Valuation Report A renders a change in any of the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules and resulting in a different classification of the acquisition of the New Sale Interest A under Rule 14.06 of the Listing Rules, the Company will comply with the relevant requirements under the Listing Rules.

This announcement is also made by the Company pursuant to Rule 14.36 of the Listing Rules, as the entering into the Sixth Supplemental Agreement constitutes a variation to the terms of the transactions previously announced under the Previous Announcements.

Shareholders and potential investors should note that the acquisition of the New Sale Interest A is subject to the fulfilment or waiver of conditions precedent and may or may not proceed to Completion A and, even if proceeded to Completion A, the value of the asset(s) acquired and consideration to be provided may vary. Shareholders and potential investors should exercise caution in dealing with securities of the Company.

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

Hong Kong, 29 August 2014

As at the date of this announcement, the Board comprises seven Directors, of whom 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.

– 6 –