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GoFintech Quantum Innovation Limited — Capital/Financing Update 2015
Sep 14, 2015
49098_rns_2015-09-14_b7547f50-3587-471b-94dc-290e88c87e3b.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 however arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement is for information purposes 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)
CLARIFICATION ANNOUNCEMENT DISCLOSEABLE
AS
CONNECTED AND DISCLOSEABLE TRANSACTION PROPOSED EXERCISE OF CONVERTIBLE BONDS OF BLUE SKY AND PROPOSED DISPOSAL OF SHARES OF BLUE SKY
Reference is made to the announcement of the Company dated 7 October 2014 and the circular of the Company dated 5 December 2014 (the ‘‘Circular’’) in relation to the disposal of 85.46% of Shine Great Shares by the Company; and the announcement of the Company dated 9 September 2015 (the ‘‘Announcement’’) and the supplemental announcement of the Company dated 10 September 2015 (the ‘‘Supplemental Announcement’’) in relation to the proposed exercise of Convertible Bonds I of Blue Sky (the ‘‘Proposed Exercise of CB I’’) and the proposed disposal of shares of Blue Sky by the Company. Capitalized terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.
The Board wishes to clarify the following information as disclosed in the Announcement.
- For identification purpose only
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DISCLOSEABLE AS DISCLOSEABLE AND CONNECTED TRANSACTION UNDER LISTING RULES IMPLICATIONS
According to the Supplemental Announcement, Mr. Cheng Ming Kit, executive Director of the Company, is also an executive director and the chairman of Blue Sky. Mr. Cheng Ming Kit holds a total of approximately 12.31% equity interest of Blue Sky as at the date of the Announcement. Accordingly, Mr. Cheng Ming Kit is regarded as a controller of the Company and the Proposed Exercise of CB I constitutes a non-exempted connected transaction of the Company subject to reporting, announcement, and the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules by way of poll at the special general meeting of the Company to be convened and held for the independent shareholders to consider and, if though fit, approve the Proposed Exercise of CB I and the transactions contemplated thereunder (the ‘‘SGM’’).
An independent board committee of the Company, comprising all the independent nonexecutive Directors, formed for the purpose of advising the independent shareholders in respect of the Proposed Exercise of CB I and the transactions contemplated thereunder (the ‘‘Independent Board Committee’’) will be established to make recommendation to the independent shareholders regarding the Proposed Exercise of CB I and the transactions contemplated thereunder. An independent financial adviser will be appointed to advise the Independent Board Committee and the independent shareholders in relation to the Proposed Exercise of CB I and the transactions contemplated thereunder.
The SGM will be convened for the independent shareholders to consider and, if thought fit, to approve the Proposed Exercise of CB I and the transactions contemplated thereunder.
Mr. Cheng Ming Kit is considered to be materially interested in the Proposed Exercise of CB I and has abstained from voting on the resolution(s) passed by the Board concerning the Proposed Exercise of CB I and the transaction(s) contemplated thereunder. Mr. Cheng Ming Kit and his respective associates shall also abstain from voting at the SGM to be convened to consider and, if thought fit, to approve the Proposed Exercise of CB I and the transactions contemplated thereunder. To the best of the Directors’ information, belief and knowledge, save for Mr. Cheng Ming Kit and his respective associates, no other parties have any material interest which is different from other Shareholders in relation to the Proposed Exercise of CB I.
A circular containing, among other things, (i) further details of the Proposed Exercise of CB I, (ii) the recommendation of the Independent Board Committee to the independent shareholders in relation to the Proposed Exercise of CB I, (iii) the advice of the independent financial adviser to the Independent Board Committee and the independent shareholders in relation to the Proposed Exercise of CB I and (iv) notice of the SGM together with the proxy form will be despatched to the Shareholders in compliance with the Listing Rules.
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SHAREHOLDINGS OF BLUE SKY BY THE COMPANY UPON CONVERSION OF CONVERTIBLE BONDS I AND CONVERTIBLE BONDS II
The ‘‘Total No. of Conversion Shares at the Conversion Price of HK$0.379’’ under section headed ‘‘SHAREHOLDINGS OF BLUE SKY BY THE COMPANY UPON CONVERSION OF CONVERTIBLE BONDS I AND CONVERTIBLE BONDS II’’ on page 6 of the Announcement shall be 561,724,692.
Save for the correction stated above, all the information in the Announcement and Supplemental Announcement remain unchanged.
WARNING NOTICE
Shareholders and potential investors should note that completion of the Proposed Exercise of CB I is subject to the passing of resolution(s) by the independent shareholders to approve the Proposed Exercise of CB I and the transactions contemplated thereunder at the SGM. As the Proposed Exercise of CB I may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.
By order of the Board New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman
Hong Kong, 14 September 2015
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.
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