GoFintech Quantum Innovation Limited — Capital/Financing Update 2015

Sep 9, 2015

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)

DISCLOSEABLE TRANSACTION

PROPOSED EXERCISE OF CONVERTIBLE BONDS OF BLUE SKY AND

PROPOSED DISPOSAL OF SHARES OF BLUE SKY

Financial Adviser to the Company

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A. PROPOSED EXERCISE OF CONVERTIBLE BONDS OF BLUE SKY

Reference is made to the joint announcement of the Company and Blue Sky dated 7 October 2014 and the circular dated 5 December 2014 (the ‘‘Circular’’) in relation to the disposal of 85.46% of Shine Great Shares by the Company. Terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.

• For identification purpose only

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According to the announcement of the Company dated 24 February 2015 (the ‘‘Completion Announcement I’’), all the conditions precedent for Disposal Conditions Precedent I for the Transaction I have been fulfilled pursuant to the Sale and Purchase Agreement. Disposal Completion I had taken place on 24 February 2015 and a sum of HK$77,805,108 had been paid by the issue of the relevant Convertible Bonds I at the principal amount of HK$77,805,108 by Blue Sky to Total Belief.

On 27 March 2015 and 20 April 2015, the Company has exercised the conversion rights attaching to Convertible Bonds I at the principal amount of HK$10,000,000 and HK$10,000,000 respectively at the Conversion price of HK$0.379 and holds approximately 52,770,448 Conversion Shares. On 22 April 2015, the Company has disposed 400,000 Conversion Shares at average selling price of HK$0.50. As a result, the Company holds 52,370,448 Conversion Shares as approximately 1.00% of the total issued shares of Blue Sky as at the date of this announcement.

On 9 September 2015, the Board has approved the exercise of the remaining portion of the Convertible Bonds I at the principal amount of HK$57,805,108 at the Conversion Price of HK$0.379. On the even date (after trading hours), the holder of Convertible Bonds I has notified Blue Sky that it has decided to exercise the remaining portion of the Convertible Bonds I at the principal amount of HK$57,805,108 at the Conversion Price of HK$0.379. Immediately upon the conversion of the remaining portion of Convertible Bonds I, the Company will hold (i) approximately 204,890,521 Conversion Shares as approximately 3.91% of the total issued shares of Blue Sky as of the date of this announcement and as approximately 3.80% of the enlarged issued shares of Blue Sky immediately after the conversion of the remaining portion of the principal amount of HK$57,805,108 of the Convertible Bonds I (‘‘the CB Conversion’’).

B. PROPOSED DISPOSAL OF SHARES OF BLUE SKY

Upon exercise of conversion rights attaching to the remaining portion of Convertible Bonds I at the principal amount of HK$57,805,108, when aggregate with the existing number of Blue Sky Shares held by the Company, the Company will hold (i) an aggregate number of approximately 204,890,521 Blue Sky Shares; and (ii) approximately 3.80% of the enlarged issued share capital of Blue Sky immediately after the conversion of the remaining portion of the Convertible Bonds I. The Board intends to dispose the said Conversion Shares in the future when the Board considers such disposal be appropriate and necessary when the economic conditions and market sentiments are considered feasible.

LISTING RULES IMPLICATION

As the applicable percentage ratios under the Listing Rules for the CB Conversion, as aggregated with the existing equity interest in Blue Sky, is more than 5% and less than 25%, the proposed exercise of Convertible Bonds and disposal of relevant Conversion Shares constitute a discloseable transaction for the Company under Rule 14.06(2) of the Listing Rules.

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Further announcement will be made by the Company for compliance with the Listing Rules regarding the potential exercise of Convertible Bonds II and disposal of relevant Conversion Shares.

WARNING NOTICE

As the entitlement of Convertible Bonds II upon Disposal Completion II is subject to the fulfillment of a number of conditions precedent, the Disposal Completion II may or may not proceed, therefore, the shareholders and potential investors should exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

PROPOSED EXERCISE OF CONVERTIBLE BONDS FOR THE SHAREHOLDINGS OF BLUE SKY

Reference is made to the joint announcement of the Company and Blue Sky dated 7 October 2014 (the ‘‘Announcement’’) 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. Terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.

According to the announcement of the Company dated 24 February 2015 (the ‘‘Completion Announcement I’’), all the conditions precedent for Disposal Conditions Precedent I for the Transaction I have been fulfilled pursuant to the Sale and Purchase Agreement. Disposal Completion I had taken place on 24 February 2015 and a sum of HK$77,805,108 had been paid by the issue of the relevant Convertible Bonds I at the principal amount of HK$77,805,108 by Blue Sky to Total Belief.

On 27 March 2015 and 20 April 2015, the Company had exercised the conversion rights attaching to Convertible Bonds I at the principal amount of HK$10,000,000 and HK$10,000,000 respectively at the Conversion price of HK$0.379. On 22 April 2015, the Company had disposed 400,000 Conversion Shares at an average selling price of HK$0.50. As a result, the Company holds 52,370,448 Conversion Shares as approximately 1.00% of the total issued shares of Blue Sky as at the date of this announcement.

On 9 September 2015, the Board has approved the exercise of the remaining portion of the Convertible Bonds I at the principal amount of HK$57,805,108 at the Conversion Price of HK$0.379. On the even date (after trading hours), the holder of Convertible Bonds I has notified Blue Sky that it has decided to exercise the remaining portion of the Convertible Bonds I at the principal amount of HK$57,805,108 at the Conversion Price of HK$0.379. Immediately upon the conversion of the remaining portion of Convertible Bonds I, the Company will hold (i) approximately 204,890,521 Conversion Shares as approximately 3.91% of the total issued shares of Blue Sky as of the date of this announcement and as approximately 3.80% of the enlarged issued shares of Blue Sky immediately after the conversion of the remaining portion of the principal amount of HK$57,805,108 of the Convertible Bonds I (‘‘the CB Conversion’’).

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As disclosed in the Completion Announcement I, completion of Transaction II has not taken place yet and further announcement will be made by the Company with respect of the Transaction II in the Sale and Purchase Agreement.

Reasons for the CB Conversion

The Company is entitled to receive Convertible Bonds I and Convertible Bonds II upon Disposal Completion I and Disposal Completion II respectively. Both the Convertible Bonds I and Convertible Bonds II carry no interest and are due to mature on the third anniversary of the date of their respective issue date. The Board holds the view that as the Convertible Bonds carry no interest, the Company shall exercise the conversion rights attaching to the Convertible Bonds in due time.

The Board holds the view that it may be an appropriate time to exercise the remaining portion of Convertible Bonds I and hold the relevant Conversion Shares in order to capture the opportunities in the stock market and realize the potential capital gain from the appreciation of the Blue Sky Shares in the future upon share price of Blue Sky be above the Conversion Price.

The conversion of the entire Convertible Bonds I represents an investment opportunity in Blue Sky and the Company intends to capture the potential possible capital gain from the Blue Sky Shares through possible disposal of the Blue Sky Shares in the future.

The Board holds the view that the CB conversion are fair and reasonable and in the interests of the shareholders as a whole.

Financial Implication of the CB Conversion

Through the possible disposal of Blue Sky Shares in the future when the Board considers such disposal be appropriate and necessary, the Company expects to realize capital gain from the capital appreciation of the Blue Sky Shares when the growth from the market potential of natural gas products in PRC is realized and captured.

PROPOSED DISPOSAL OF SHARES OF BLUE SKY

Upon exercise of conversion rights attaching to the remaining portion of Convertible Bonds I at the principal amount of HK$57,805,108, when aggregate with the existing number of Blue Sky Shares held by the Company, the Company will hold an aggregate number of approximately 204,890,521 Blue Sky Shares as approximately 3.80% of the enlarged issued share capital of Blue Sky immediately after the conversion of the remaining portion of the Convertible Bonds I. The Board intends to dispose the said Conversion Shares in the future when the Board considers such disposal be appropriate and necessary when the economic conditions and market sentiments are considered feasible.

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INFORMATION ON THE TRANSACTION I AND TRANSACTION II

On 7 October 2014 (after the trading hours), Total Belief, a direct wholly owned subsidiary of the Company, as the vendor and Goldlink, a direct wholly owned subsidiary of Blue Sky, as the purchaser entered into the Sale and Purchase Agreement, pursuant to which Total Belief has conditionally agreed to sell and Goldlink has conditionally agreed to acquire an aggregate of 8,546,210 Shine Great Shares, representing approximately 85.46% of the issued share capital of Shine Great which comprises of (i) 3,646,210 Shine Great Shares, representing approximately 36.46% of the issued share capital of Shine Great under Transaction I; and (ii) 4,900,000 Shine Great Shares, representing approximately 49% of the issued share capital of Shine Great under Transaction II subject to the satisfaction of Revenue Guarantee and Profit Guarantee, at an aggregated consideration of up to approximately HK$230,045,259, as paid by Goldlink to Total Belief as earnest monies in an aggregate of HK$14,000,000 in accordance with the terms and conditions of the MOU, the Supplemental MOU and the Further Supplemental MOU, and the remaining balance to be satisfied by (i) payable of HK$3,000,000 in cash upon execution of the Sale and Purchase Agreement; (ii) issuing of the principal amount of HK$77,805,108 of Convertible Bonds I by Blue Sky to the Company and/or Total Belief and/or their nominees upon Disposal Completion I; and (iii) issuing of the principal amount of HK$135,240,151 of Convertible Bonds II by Blue Sky to the Company and/or Total Belief and/or their nominees upon Disposal Completion II.

Upon Disposal Completion I, the Company will reduce its indirect interest in the Shine Great Group to 49%, and the Shine Great Group will cease to be subsidiaries of the Company and become subsidiaries of Blue Sky. Further upon Disposal Completion II, the Company will not hold any interest in Shine Great and Shine Great Group, and Shine Great will become a wholly owned subsidiary of Blue Sky.

PARTICULARS OF THE CONVERTIBLE BONDS

						Number of Blue
						Sky Shares upon
						full conversion
						at the
						Conversion
			Conversion			Price of
Considerations	Time of Entitlement	Amount	Price	Interest	Maturity	HK$0.379
Convertible Bonds I	Upon Disposal	In the principal	HK$0.379	Nil	Third anniversary	205,290,521
	Completion I,	amount of			of the date of
	which had taken	HK$77,805,108			the issue
	place on
	24 February 2015
Convertible Bonds II	Upon Disposal	In the principal	HK$0.379	Nil	Third anniversary	356,834,171
	Completion II	amount of			of the date of
		HK$135,240,151			the issue

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INFORMATION ON THE SHAREHOLDINGS OF BLUE SKY BY THE COMPANY

As of the date of this announcement, the Company holds approximately 52,370,448 Blue Sky Shares. Upon exercise of conversion rights attaching to the remaining portion of Convertible Bonds I at the principal amount of HK$57,805,108, it is expected that, when aggregate with the existing number of Blue Sky Shares held by the Company, the Company shall hold an aggregate number of approximately 204,890,521 Blue Sky Shares, represents approximately 3.80% of the enlarged share capital immediately after the conversion of entire Convertible Bonds I.

SHAREHOLDINGS OF BLUE SKY BY THE COMPANY UPON CONVERSION OF CONVERTIBLE BONDS I AND CONVERTIBLE BONDS II

Convertible Bonds I entitled upon Disposal Completion I HK$20,000,000 at the principal amount of Convertible Bonds I, which were exercised on 27 March 2015 and 20 April 2015 respectively(1) HK$57,805,108 at the principal amount of Convertible Bonds I (the ‘‘remaining portion of the Convertible Bonds I’’) Convertible Bonds II entitled upon Disposal Completion II Entire portion of Convertible Bonds II Total	No. of Conversion Shares at the Conversion Price of HK$0.379 52,370,448(1) 152,520,073 356,834,171 562,124,692	Approximate % of issued share of Blue Sky at the date of this announcement 1.00% 2.91% 6.81% 10.72%	Approximate % of issued share of Blue Sky immediately upon full exercise of the conversion rights attaching to remaining portion of the Convertible Bonds I 0.97% 2.83% 6.61% 10.41%	Approximate % of issued share of Blue Sky immediately upon full exercise of the conversion rights attaching to the Convertible Bonds II 0.91% 2.65% 6.20%
				9.77%

Note (1): The Company has disposed 400,000 Conversion Shares on 22 April 2015. As a result, the Company holds 52,370,448 Convention Shares after the conversion of Convertible Bonds I at the principal amount of HK$20,000,000 as at the date of this announcement.

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INFORMATION ON THE INTENTION FOR CONVERTIBLE BONDS BY THE COMPANY

The Company intends to exercise the conversion rights attaching to the Convertible Bonds II when received and the Board considers such conversions be appropriate and necessary.

INFORMATION ON THE INTENTION FOR THE DISPOSAL OF THE BLUE SKY SHARES BY THE COMPANY

The Company intends to dispose the Blue Sky Shares upon conversions of Convertible Bonds I and Convertible Bonds II in the future when the Board considers such disposal be appropriate and necessary, including but not limited to realize the capital gain from the capital appreciation of Blue Sky Shares.

INFORMATION ON THE COMPANY

The Company is incorporated in Bermuda with limited liability. The principal activity of the Company is investment holding and its subsidiaries are mainly engaged in (i) general trading of oil products; and (ii) exploration, development, production and sale of natural resources.

INFORMATION ON BLUE SKY

Blue Sky is a company incorporated in Bermuda with limited liability. The principal activity of Blue Sky is investment holding and its subsidiaries are principally engaged in sales and distribution of natural gas and other related products.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios under the Listing Rules in respect of the CB Conversion, when aggregated with the existing equity interest in Blue Sky, is more than 5% and less than 25%, the proposed exercise of Convertible Bonds and disposal of relevant Conversion Shares constitute a discloseable transaction for the Company under Rule 14.06(2) of the Listing Rules.

Further announcement will be made by the Company for compliance with the Listing Rules regarding the potential exercise of Convertible Bonds II and subsequent disposal of relevant Conversion Shares.

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WARNING NOTICE

As the entitlement of Convertible Bonds II upon Disposal Completion II is subject to the fulfillment of a number of conditions precedent, the Disposal Completion II may or may not proceed, therefore, the shareholders and potential investors should exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

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

Hong Kong, 9 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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