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GoFintech Quantum Innovation Limited — Capital/Financing Update 2014
Jul 16, 2014
49098_rns_2014-07-16_e8ebdcf1-9223-4ca6-8cee-63a2aafa50e9.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 is for information purpose 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 PROPERTIES REGARDING LANDS, OIL AND GAS LEASES IN THE UNITED STATES INVOLVING ISSUE OF CONSIDERATION SHARES UNDER THE GENERAL MANDATE
Financial Adviser
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THE ACQUISITION
The Board announces that on 16 July 2014 (after trading hours), the Purchaser entered into the Sale and Purchase Agreement with the Vendor, pursuant to which the Purchaser conditionally agreed to acquire and the Vendor conditionally agreed to sell all the Vendor’s rights, title, estate, interest, all the Leases and the Rights in (i) 5,100 gross acres and 2,279 net acres of land located in Duchesne County and Uintah County in the State of Utah in the United States, including without limitation, all oil and gas leases, together with all pipelines, facilities, equipment and materials related thereto; (ii) 3,060 acres of Federal Oil and Gas leases in Freemont County in the State of Wyoming in the United States, together with an undivided 40% working interest incidental thereto; (iii) 440 gross acres of land located in Duchesne County in the State of Utah in the United States, which provides a non-operated interest in proposed wells.
- For identification purpose only
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CONSIDERATION AND MANNER OF PAYMENT
The Consideration shall be an aggregate of US$11,050,000 (equivalent to approximately HK$86,190,000), of which US$2,150,000 (equivalent to approximately HK$16,770,000) has been paid by the Purchaser to the Vendor prior to the signing of the Sale and Purchase Agreement as Earnest Money, and the remaining balance of US$8,900,000 (equivalent to approximately HK$69,420,000) shall be paid by the allotment and issue of 138,840,000 Consideration Shares at the Issue Price of HK$0.50 by the Company to the Vendor, whereby, subject to the fulfilment of the Conditions Precedent, (i) 46,280,000 Consideration Shares shall be issued within 20 days after the execution of the Sale and Purchase Agreement; (ii) an additional of 46,280,000 Consideration Shares shall be issued within 60 days after the execution of the Sale and Purchase Agreement; and (iii) an additional of 46,280,000 Consideration Shares shall be issued within 120 days after the execution of the Sale and Purchase Agreement.
The Consideration Shares shall rank pari passu in all respects among themselves and with all other existing Shares outstanding at the date of issue and all Consideration Shares shall include rights to participate in all dividends and other distributions. Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.
GENERAL MANDATE
The Consideration Shares will be allotted and issued under the General Mandate granted at the annual general meeting of the Company held on 27 June 2014.
LISTING RULES IMPLICATIONS
As the applicable percentage ratios are greater than 5% but less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is therefore subject to the reporting and announcement requirements but exempt from the Shareholders’ approval under Chapter 14 of the Listing Rules.
WARNING NOTICE
Shareholders and potential investors of the Company should be aware that the 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.
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The Board announces that on 16 July 2014 (after trading hours), the Purchaser entered into the Sale and Purchase Agreement with the Vendor, pursuant to which the Purchaser conditionally agreed to acquire and the Vendor conditionally agreed to sell the Properties. The major terms of the Sale and Purchase Agreement are as follows:
THE SALE AND PURCHASE AGREEMENT
Date
16 July 2014
Parties
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(i) Vendor: Rio Capital Limited
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(ii) Purchaser: Clear Elite Holdings Limited
To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Vendor is the owner of all rights, title, estate and interest in and to the Properties, including without limitation, all the Leases and the Rights, together with all pipelines, facilities, equipment and materials related thereto.
Properties to be acquired
Pursuant to the Sale and Purchase Agreement, the Purchaser conditionally agreed to purchase and the Vendors conditionally agreed to sell all the Vendor’s rights, title, estate and interest in and to the Properties, including without limitation, all the Leases and the Rights.
Consideration and manner of payment
The Consideration shall be an aggregate of US$11,050,000 (equivalent to approximately HK$86,190,000), which is payable in the following manner:
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(i) a sum of US$2,150,000 (equivalent to approximately HK$16,770,000) has been paid in cash by the Purchaser to the Vendor as Earnest Money prior to the signing of the Sale and Purchase Agreement; and
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(ii) subject to the fulfilment of the Conditions Precedent, the remaining balance of the Consideration (which is equivalent to US$8,900,000 or approximately HK$69,420,000 in value) is payable by way of allotment and issue of 138,840,000 Consideration Shares by the Company to the Vendor at the Issue Price subject to the followings:
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(a) 46,280,000 Consideration Shares shall be issued within 20 days after the execution of the Sale and Purchase Agreement;
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(b) an additional of 46,280,000 Consideration Shares shall be issued within 60 days after the execution of the Sale and Purchase Agreement; and
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(c) an additional of 46,280,000 Consideration Shares within 120 days after the execution of the Sale and Purchase Agreement.
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The Consideration Shares shall rank pari passu in all respects among themselves and with all other existing Shares outstanding at the date of issue and all Consideration Shares shall include rights to participate in all dividends and other distributions. Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.
Issue price of the Consideration Shares
After arm’s length negotiations between the Vendor and the Purchaser, as part of the Consideration, the Company will allot and issue a corresponding number of Consideration Shares (equivalent to US$8,900,000 or approximately HK$69,420,000 in value) to the Vendor at the Issue Price, which represents:
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(i) a premium of approximately 16.28% over the closing price of the Shares of HK$0.430 per Share as quoted on the Stock Exchange on 16 July 2014, being the date of signing of the Sale and Purchase Agreement;
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(ii) a premium of approximately 16.01% over the average of the closing prices of the Shares of HK$0.431 per Share for the 5 consecutive trading days immediately prior to the date of signing of the Sale and Purchase Agreement; and
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(iii) a premium of approximately 14.94% over the average of the closing prices of the Shares of HK$0.435 per Share for the 10 consecutive trading days immediately prior to the date of signing of the Sale and Purchase Agreement.
The Consideration Shares represent approximately 11.79% of the issued share capital of Company as at the date hereof and 10.54% of the issued share capital of Company as enlarged by the issue of the Consideration Shares. As a result, the Vendor will become a substantial Shareholder upon the allotment and issue of all Consideration Shares by the Company to the Vendor.
Conditions precedent
Completion is subject to the following conditions precedent being fulfilled and/or waived (as the case may be):
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(i) the Vendor providing all documentary evidence to the satisfaction of the Purchaser showing the Vendor’s title to the Properties and the Rights under the Leases;
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(ii) the Purchaser being satisfied with the results of the due diligence exercise on the Properties, Leases and all the Vendor’s assets and other business entities involved in the transactions contemplated under the Sale and Purchase Agreement including but not limited to their respective liabilities, operations or other status which the Purchaser thinks necessary and appropriate to conduct;
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(iii) the Purchaser having obtained a technical report and/or valuation report in a form or substance acceptable to the Purchaser prepared and issued by a firm of independent technical consultants specified by the Purchaser showing the total crude oil and natural gas reserves in the Properties;
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(iv) the Purchaser having obtained a feasibility study in a form or substance acceptable to the Purchaser prepared and issued by a firm of independent technical consultants specified by the Purchaser;
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(v) no adverse change in the business and/or financial or trading positions or prospects and/ or status of any license(s) and/or rights of the Vendor and their subsidiaries;
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(vi) the board of directors of the Purchaser having approved and authorised the transactions contemplated under the Sale and Purchase Agreement;
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(vii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consideration Shares;
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(viii) none of the undertakings, negative pledges, warranties and representations of the Vendor contained in the Sale and Purchase Agreement having been breached in any material respect or being misleading or untrue in any material respect;
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(ix) the Vendor having obtained all necessary governmental and regulatory approvals or consents (or waivers) for the consummation of the transactions contemplated under the Sale and Purchase Agreement under applicable laws and regulations from the relevant governmental or regulatory authorities having jurisdiction over the Vendor or other relevant third parties;
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(x) the Vendor delivering to the Purchaser a duly executed confirmation of independence confirming that it is a third party independent from and not a connected person and/or associate (as defined under the Listing Rules) to the Purchaser and the Company and their associates;
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(xi) there be no abnormal operations or any material adverse change in the title, rights, environmental conditions or any undisclosed potential risks in respect of the Properties and/or the Leases;
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(xii) all necessary third party approvals or consents (or waivers) required by the Vendor and the Purchaser or any of them for the consummation of the transactions contemplated under the Sale and Purchase Agreement having been obtained.
The Purchaser is entitled to waive all or any of the Conditions Precedent at its discretion by way of written notice.
If any of the aforesaid Conditions Precedent has not been fulfilled (except the condition(s) which has/have been waived by the Purchaser) by the Long Stop Date, the Purchaser may, in its absolute discretion, proceed to Completion so far as practicable or terminate the Sale and Purchase Agreement by serving a notice in writing to the Vendor without prejudice to the rights accrued to the parties prior to such termination (including, without limitation, the Purchaser’s right to the immediate return of the Earnest Money). Regardless of whether the Purchaser elects to terminate the Sale and Purchase Agreement or proceed to Completion, none of the parties shall have any obligations and liabilities under the Sale and Purchase Agreement, save for any antecedent breaches of the terms of the Sale and Purchase Agreement.
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The Vendor and the Purchaser shall use their reasonable endeavors to procure or ensure fulfillment of the Conditions Precedent above before the Long Stop Date.
Completion
Subject to the fulfillment of the Conditions Precedent by the Long Stop Date, the Completion shall take place on or before 5:00 p.m. on the Completion Date. The Vendor shall execute and deliver to the Purchaser the Assignment at Completion to effect the Acquisition.
If any provision of the Completion is not complied with by the Vendor on the Completion Date, the Company may defer the Completion Date or proceed to Completion so far as practicable (but without prejudice to the Company’s rights thereunder insofar as the defaulting party shall not have complied with its obligation thereunder) or rescind the Sale and Purchase Agreement pursuant to the terms and conditions of the Sale and Purchase Agreement.
EFFECT OF 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 the allotment and issue of all Consideration Shares by the Company to the Vendor, for illustrative and reference purpose:
| Name of Shareholders Max Sun Enterprises Limited (Note 1) Mr. Cheng Ming Kit (Note 2) Vendor Public Shareholders Total |
As at the date of this announcement Number of Shares Approximate % of shareholding 259,647,110 22.04 1,000 0.00 — — 918,225,885 77.96 1,177,873,995 100.00 |
Immediately after the allotment and issue of all Consideration Shares by the Company to the Vendor Number of Shares Approximate % of shareholding (Note 3) 259,647,110 19.72 1,000 0.00 138,840,000 10.54 918,225,885 69.74 1,316,713,995 100.00 |
Immediately after the allotment and issue of all Consideration Shares by the Company to the Vendor Number of Shares Approximate % of shareholding (Note 3) 259,647,110 19.72 1,000 0.00 138,840,000 10.54 918,225,885 69.74 1,316,713,995 100.00 |
|---|---|---|---|
| 100.00 |
Notes:
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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 purpose of Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong).
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Mr. Cheng Ming Kit is an Executive Director.
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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 all Consideration Shares.
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GENERAL MANDATE
The Consideration Shares will be allotted and issued under the General Mandate subject to the limit of 235,574,799 Shares (representing 20% of the aggregate nominal amount of the share capital of the Company in issue as at the annual general meeting of the Company held on 27 June 2014).
As at the date of this announcement, no Shares have been allotted and issued by the Company under the General Mandate. Accordingly, the Consideration Shares to be allotted and issued shall represent approximately 58.94% of the Shares remain to be issuable under the General Mandate as at the date of this announcement.
INFORMATION ON 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 ON THE VENDOR
The Vendor is an investment holding company incorporated under the laws of the Cayman Islands. The Vendor is the owner of the Properties, the Leases and the Rights. Further details of the Properties are set out in the section headed ‘‘Information on the Properties’’ below.
To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Vendor and its ultimate beneficial owner are third parties independent of and not connected persons and/or associates (as defined in the Listing Rules) to the Purchaser and the Company and their associates.
INFORMATION OF THE PROPERTIES
The Properties
Based on the information provided by the Vendor, to the best knowledge of the Directors, the Properties comprise of all rights, title, estate and interest in the followings, including all the Leases and the Rights:
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Property A: 5,100 gross acres and 2,279 net acres of land located in Duchesne County and Uintah County in the State of Utah in the United States, including without limitation, all oil and gas leases, together with all pipelines, facilities, equipment and materials related thereto;
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Property B: 3,060 acres of Federal Oil and Gas leases in Freemont County in the State of Wyoming in the United States together with an undivided 40% working interest incidental thereto; and
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Property C: 440 gross acres of land located in Duchesne County in the State of Utah in the United States, which provides a non-operated interest in proposed wells.
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REASONS FOR AND BENEFITS OF THE ACQUISITION
The Board believes that the Acquisition will enhance its investment portfolio and the Group’s position in the global energy resources market and therefore intends to acquire the Properties from the Vendor. The Group will continue to conduct due diligence exercise on the Properties (together with the Leases and the Rights) on technical, legal and financial aspects.
In view of the above, the Board considers that the terms and conditions of the Sale and Purchase Agreement are fair and reasonable and the Acquisition is 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 findings from Reserve and Economic Evaluation of Oil Property prepared by Chapman Petroleum Engineering Ltd. that, among other things, the value of the Properties as at 31 March 2014 was approximately US$11,182,000 as indicated in their draft opinion. The cash portion of the Consideration paid by the Purchaser to the Vendor was financed by internal resources of the Group.
RISK FACTORS
Set out below are the risk factors which may be associated with the Acquisition:
- Completion of the Acquisition is subject to satisfaction of the Conditions Precedent under the Sale and Purchase Agreement and there is no assurance that all of the Conditions Precedent will be satisfied.
Completion of the Acquisition is subject to the satisfaction of the Conditions Precedent (or the waiver by the Purchaser if any of them is not satisfied). Details of those conditions are set out in the subsection headed ‘‘Conditions Precedent’’ hereinabove.
The fulfillment of certain Conditions Precedent is dependent on the fulfillment of obligations by the Vendor with respect to which the Company is not able to exercise any control.
Similarly, the fulfillment of certain Conditions Precedent is dependent on the decision of government or regulatory authorities with respect to which none of the Vendors or the Group will be able to exercise any control.
There is no assurance that all of the Conditions Precedent will be fulfilled by the Long Stop Date or at all. If any of the Conditions Precedent are not satisfied (and if it is capable of being waived by the Purchaser as provided under the Sale and Purchase Agreement, so waived by the Purchaser), the Purchaser may, at its absolute discretion, proceed to the Completion so far as practicable or terminate the Sale and Purchase Agreement by notice in writing to the Vendor without prejudice to the rights accrued to the parties prior to such termination.
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- There may be unidentified risks relating to 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 terminate the Sale and Purchase Agreement prior to the Completion, the Group’s reputation may be harmed and the Group’s prospects may be materially and adversely affected.
- Any failure to obtain and maintain required government approvals, permits and licenses for operation and land use or renewals thereof from the government of the United States could materially and adversely affect the exploitation of oil and gas reserve in the Properties.
Before and after the Completion, the Purchaser and/or the Vendor may be required to obtain certain governmental approvals, permits and licences, including but not limited to project approvals, environmental approvals, planning and construction permits, construction land use rights, business qualification and industrial and commercial registration, for operation of the Properties. There is no assurance that the Purchaser and/or the Vendor will obtain such approvals, permits and licenses in a timely manner in the future or at all. Any failure to obtain or any delay in obtaining or retaining any required governmental approvals, permits or licenses could subject the Purchaser to a variety of administrative penalties or other government actions and adversely impact the operation of the Properties.
- The Properties may be subject to risks relating to occupational hazards and operation safety.
The Purchaser and/or the Company may encounter accidents, maintenance or technical difficulties, mechanical failures or breakdowns in the course of the exploring and exploiting the oil and gas reserve in the Properties. Accidents such as explosions, fires, equipment mishandling and/or mechanical failures may occur during the said exploitation. These risks may subject the Group to potentially significant liabilities relating to personal injury, death or property damage, civil and/or criminal liabilities, including the revocation of its operation licenses and land use rights, and the Group may be forced to suspend its operations, which may adversely affect its business, reputation, financial condition and results of operations.
LISTING RULES IMPLICATIONS
As the applicable percentage ratios are more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction of the Company and is therefore subject to the reporting and announcement requirements but exempt from the Shareholders’ approval under Chapter 14 of the Listing Rules.
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WARNING NOTICE
Shareholders and potential investors of the Company should be aware that the 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:
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‘‘Acquisition’’
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the purchase of the Properties by the Purchaser from the Vendor pursuant to the Sale and Purchase Agreement
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‘‘Assignment’’
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the assignment of the Leases to be entered into between the Vendor and the Purchaser at the Completion
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‘‘Board’’
board of Directors
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‘‘Company’’
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New Times Energy Corporation Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange
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‘‘Completion’’
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completion of the Acquisition in accordance with the terms and conditions of the Sale and Purchase Agreement
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‘‘Completion Date’’
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a date as the Vendor and the Purchaser may agree in writing on which the Completion shall take place
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‘‘Conditions Precedent’’ the conditions precedent set out in the Sale and Purchase Agreement, details of which are set out in the subsection headed ‘‘Conditions Precedent’’ in this announcement
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‘‘Consideration’’ the consideration payable for the Properties, the details of which are set out in the subsection headed ‘‘Consideration and manner of payment’’ in this announcement
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‘‘Consideration Shares’’ the 138,840,000 new Shares to be allotted and issued by the Company to the Vendor at the Issue Price as part of the Consideration, which is equivalent to the sum of US$8,900,000 (equivalent to approximately HK$69,420,000) in value, pursuant to the terms and conditions of the Sale and Purchase Agreement
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‘‘Directors’’
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the directors of the Company
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‘‘Earnest Money’’ the earnest money in the sum of US$2,150,000 paid in cash by the Purchaser to the Vendor on 18 March 2014 and 28 May 2014 as part of the Consideration
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‘‘Encumbrances’’ any charge, claim, equitable interest, lien, option, pledge, security interest, right of first refusal, or similar restriction of any kind (including any restriction on use, voting, transfer, receipt of income, or exercise of any other ownership interest)
‘‘General Mandate’’ the general mandate granted to the Directors by the Shareholders at the Company’s annual general meeting on 27 June 2014 to allot and issue new Shares ‘‘Group’’ the Company and its subsidiaries (including the Purchaser) from time to time
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‘‘Hong Kong’’ The Hong Kong Special Administrative Region of the People’s Republic of China
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‘‘Hong Kong Dollars’’ or Hong Kong dollars, the lawful currency of Hong Kong ‘‘HK$’’
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‘‘Issue Price’’ HK$0.50 per Share, being the par value of the Shares in the capital of the Company
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‘‘Leases’’
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the relevant leases of the Properties under the Sale and Purchase Agreement
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‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange
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‘‘Long Stop Date’’ a date as the Vendor and the Purchaser may agree in writing for fulfillment of the Conditions Precedent as stipulated in the Sale and Purchase Agreement
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‘‘Properties’’ All rights, title, estate and interest in Property A, Property B and Property C, including without limitation, all the Leases and the Rights
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‘‘Property A’’ 5,100 gross acres and 2,279 net acres of land located in Duchesne County and Uintah County in the State of Utah in the United States, including without limitation, all oil and gas leases, together with all pipelines, facilities, equipment and materials related thereto
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‘‘Property B’’ 3,060 acres of Federal Oil and Gas leases in Freemont County in the State of Wyoming in the United States together with an undivided 40% working interest incidental thereto
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‘‘Property C’’ 440 gross acres of land located in Duchesne County in the State of Utah in the United States, which provides a nonoperated interest in proposed wells
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‘‘Purchaser’’ Clear Elite Holdings Limited, a company incorporated in the British Virgin Islands with limited liability, being a whollyowned subsidiary of the Company
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‘‘Rights’’ the rights to explore, exploit and develop the oil and natural gas reserve in the Properties and the respective acreage under the Leases
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‘‘Sale and Purchase the sale and purchase agreement dated 16 July 2014 entered Agreement’’ into between the Purchaser and the Vendor in respect of the Acquisition
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‘‘Share(s)’’ ordinary shares of HK$0.50 each in the share capital of the Company
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‘‘Shareholder(s)’’ holder(s) of the Shares of the Company
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‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited
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‘‘Transaction’’ the sale and purchase of the Properties
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‘‘United States’’ United States of America
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‘‘U.S. Dollars’’ or ‘‘US$’’ US dollars, the lawful currency of the United States
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‘‘Vendor’’ Rio Capital Limited, a company incorporated in the Cayman Islands, a third party independent of and not connected with the Company and its connected persons (as defined in the Listing Rules)
‘‘%’’ per cent.
For the purpose of this announcement, unless otherwise specified, conversion of U.S. Dollars into Hong Kong Dollars is based on the approximate exchange rate of US$1.00 to HK$7.80.
By Order of the Board New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman
Hong Kong, 16 July 2014
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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 Non-executive Directors, namely Mr. Wong Man Kong, Peter, Mr. Chan Chi Yuen, Mr. Yung Chun Fai, Dickie and Mr. Chiu Wai On.
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