GoFintech Quantum Innovation Limited — Capital/Financing Update 2015

Jun 23, 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 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 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)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

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On 23 June 2015, after trading hours, the Company entered into the Placing Agreement with the Placing Agent. Pursuant to which, the Placing Agent has conditionally agreed to place, on a best effort basis, to not less than six independent Placees for up to 415,000,000 new Shares at the Placing Price of HK$0.268 per Placing Share, for and on behalf of the Company.

The maximum number of 415,000,000 Placing Shares represent approximately 19.96% of the entire issued share capital of the Company of 2,078,945,992 Shares as at the date of this announcement and approximately 16.64% of the issued share capital of 2,493,945,992 Shares as enlarged by the Placing.

The maximum gross proceeds from the Placing will be HK$111,220,000. The maximum net proceeds, after deducting commission and related expenses, are estimated to be HK$107,818,000. The Company intends to apply the net proceeds from the Placing as the Group’s general working capital, for financing the Group’s future investment opportunities (if any) and for repayment of certain debts upon due.

* For identification purpose only

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The Placing is conditional upon the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in, the Placing Shares.

Completion of the Placing is subject to the satisfaction of the condition precedent under the Placing Agreement. As the Placing may or may not proceed, the Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

PLACING OF NEW SHARES UNDER GENERAL MANDATE

On 23 June 2015, after trading hours, the Company entered into the Placing Agreement with the Placing Agent. Pursuant to which, the Placing Agent has conditionally agreed to place, on a best effort basis, to not less than six independent Placees for up to 415,000,000 new Shares at the Placing Price of HK$0.268 per Placing Share, for and on behalf of the Company.

THE PLACING AGREEMENT

Date

Date of Placing Agreement: 23 June 2015 Parties Issuer: The Company Placing Agent: Sun Securities Limited To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owners are Independent Third Parties.

The Placing

Pursuant to the Placing Agreement, the Placing Agent agreed to, on a best effort basis, procure Placees to subscribe for up to 415,000,000 Placing Shares at HK$0.268 per Placing Share.

Placees

The Placing Shares will be placed to not less than six placees which will be independent individual, corporate and/or institutional investors. The Placees and their ultimate beneficial owners will be Independent Third Parties. It is expected that no Placee will become a substantial Shareholder immediately following completion of the Placing.

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Number of Placing Shares

The 415,000,000 Placing Shares to be placed by the Placing Agent on a best effort basis are all ordinary shares of HK$0.01 each in the share capital of the Company. Assuming the Placing Shares are fully placed, the Placing Shares represent approximately 19.96% of the entire issued share capital of the Company of 2,078,945,992 Shares as at the date of this announcement, and approximately 16.64% of the issued share capital of 2,493,945,992 Shares as enlarged by the Placing.

Placing Price

HK$0.268 per Placing Share. The Placing Price was agreed after trading hours on the date of the Placing Agreement, being 23 June 2015, after arm’s length negotiations between the Company and the Placing Agent, with reference to, among other things, the recent trading price of the Shares on the Stock Exchange. The Directors consider that the Placing Price and the terms of the Placing Agreement are fair and reasonable, on normal commercial terms and are in the interests of the Company and the Shareholders as a whole.

The Placing Price represents:

• (a) a discount of approximately 14.92% to the closing price of HK$0.315 per Share as quoted on the Stock Exchange on 23 June 2015, being the date of the Placing Agreement;

• (b) a discount of approximately 18.29% to the average closing price of approximately HK$0.328 per Share, for the last five consecutive trading days up to and including the date of the Placing Agreement; and

• (c) a discount of approximately 20.47% to the average closing price of approximately HK$0.337 per Share, for the last ten consecutive trading days up to and including the date of the Placing Agreement.

Condition

The Placing is conditional upon the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in, the Placing Shares. If the condition is not fulfilled by 14 July 2015 (or such later date as may be agreed by the Placing Agent and the Company in writing) all rights, obligations and liabilities of the parties under the Placing Agreement in relation to the Placing shall cease and determine and none of the parties shall have any claim against any other party in respect of the Placing save for any antecedent breaches.

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Ranking of the Placing Shares

Upon being issued and fully paid, the Placing Shares will rank pari passu in all respects among themselves and with Shares in issue at the time of the allotment and issue of the Placing Shares.

Placing commission

The Placing Agent will receive a commission of 3% of the aggregate Placing Price of the Placing Shares under the Placing Agreement.

The placing commission was negotiated on an arm’s length basis between the Company and the Placing Agent and determined with reference to, amongst other things, the market rate and the price performance of the Shares.

The Directors consider that the terms of the Placing Agreement, including the placing commission, are fair and reasonable based on the current market conditions and prevailing market price of the Shares, and the Placing is in the interests of the Company and the Shareholders as a whole.

General Mandate

The issue of the Placing Shares will be made under the general mandate of the Company granted to the Directors by a resolution of the Shareholders passed at the special general meeting of the Company held on 16 February 2015, and is not subject to the Shareholders’ approval. Such general mandate entitles the Directors to allot, issue and deal with shares not exceeding 20% of the issued capital of the Company as at the date of such special general meeting, i.e., 415,507,198 Shares.

Completion of the Placing

Completion of the Placing shall take place within seven Business Days following the fulfillment of the condition of the Placing (or such other date as the Company and the Placing Agent may agree in writing).

Application for listing

The Company shall make an application to the Stock Exchange for the listing of, and permission to deal in, the Placing Shares in due course.

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FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

Save as disclosed below, the Company has not conducted any fund raising activity in the 12-month period immediately preceding the date of this announcement.

Net proceeds Date of Fund Raising raised Intended use of proceeds and Announcement Activities (approximately) Actual use of proceeds 21 November Open offer HK$112,159,000 For general working capital and to strengthen 2014 the business in Argentina and/or other jurisdiction and to prepare for acquisitions and drillings in Argentina when the suitable opportunities arise

REASONS FOR AND BENEFITS OF THE PLACING AND USE OF THE PROCEEDS

The principal activity of the Company is investing holding, and its subsidiaries are mainly engaged in general trading of oil products and exploration, development, production and sale of nature resources.

The maximum gross proceeds from the Placing will be HK$111,220,000. The maximum net proceeds, after deducting comission and related expenses, are estimated to be HK$107,818,000. The Company intends to apply the net proceeds from the Placing as the Group’s general working capital, for financing the Group’s future investment opportunities (if any) and for repayment of certain debts upon due. The Directors consider that the Placing represents a good opportunity to broaden the shareholders base and capital base of the Company and to strengthen its capital structure. The Directors also consider the terms of the Placing Agreement to be fair and reasonable and in the interests of the Group and the Shareholders as a whole.

EFFECT OF THE PLACING ON SHAREHOLDING

The shareholdings in the Company immediately before completion of the Placing and immediately after completion of the Placing (assuming no other Shares are issued and/or repurchased by the Company during the period) are and will be as follows:

Substantial Shareholder Max Sun Enterprises Limited_(Note 1) Directors’ Interest Mr. Cheng Ming Kit(Note 2)_ Public Shareholders Placees Other Shareholders Total	Immediate before the completion of the Placing and none of the outstanding share options, warrants and convertible securities are exercised Number of Shares Approximate % 606,537,544 29.18 1,000 0.00 – – 1,472,407,448 70.82 2,078,945,992 100.00	Immediate after the completion of the Placing and none of the outstanding share options, warrants and convertible securities are exercised Number of Shares Approximate % 606,537,544 24.32 1,000 0.00 415,000,000 16.64 1,472,407,448 59.04 2,493,945,992 100.00	Immediate after the completion of the Placing assuming the outstanding share options, warrants and convertible securities are fully exercised (Note 3) Number of Shares Approximate % 728,630,567 26.57 6,876,608 0.25 415,000,000 15.13 1,591,852,078 58.05 2,742,359,253 100.00	Immediate after the completion of the Placing assuming the outstanding share options, warrants and convertible securities are fully exercised (Note 3) Number of Shares Approximate % 728,630,567 26.57 6,876,608 0.25 415,000,000 15.13 1,591,852,078 58.05 2,742,359,253 100.00
				100.00

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Note:

• (1) 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 purposes of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). On 16 July 2012, Max Sun Enterprises Limited, was issued with an aggregate of 122,093,023 warrants (as adjusted) conferring the rights to subscribe for an aggregate of 122,093,023 Shares at the exercise price of HK$0.86 per Share (as adjusted). Each warrant carries the right to subscribe for one Share. The subscription rights are exercisable within five years from the date of the issue of the warrants.

• (2) Mr. Cheng Ming Kit is an Executive Director and the Chief Executive Officer of the Company and holds a total of 6,875,608 (as adjusted) share options of the Company granted pursuant to the share option scheme adopted by the Company at the annual general meeting on 17 May 2011, at the exercise price HK$0.673 per Share (as adjusted).

• (3) As disclosed in the announcement of the Company dated 13 February 2015, the holder of certain warrants issued by the Company on 5 July 2013 has undertaken to the Company that it would not exercise the subscription rights attaching to or transfer such number of the same corresponding to 3,754,705 Shares which may be issued upon the exercise of the same (if exercised); and each of the relevant holders of certain convertible securities issued by the Company on 3 July 2013 as to an aggregate outstanding principal amount of HK$10,000,000.00 (15,384,614 Shares can be issued upon the exercise of the conversion rights attaching to the same) has undertaken to the Company that it would not exercise the conversion rights attaching to or transfer all or part of such convertible securities held by it.

DEFINITIONS:

Unless the context otherwise requires, the following terms shall have the meanings set out below:

“associate(s)”

has the meaning ascribed thereto under the Listing Rules

“Board”

the board of Directors

“Business Day(s)”

any day(s) on which banks generally are open for business in Hong Kong (other than Saturday and any day on which a tropical cyclone warning no. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a “black” rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon

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“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 “connected person(s)” has the meaning ascribed thereto under the Listing Rules “Director(s)” the director(s) of the Company “Group” the Company and its subsidiaries “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Independent Third an independent third party, to the best of the Directors’ Party(ies)” knowledge, information and belief having made all reasonable enquiry, who is not connected with the Company and its connected persons “Placing” the placing of the Placing Shares by the Company, through the Placing Agent, pursuant to the Placing Agreement “Placing Agent” Sun Securities Limited, a corporation licensed to carry on type l (dealing in securities) and type 4 (advising on securities) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Placing Agreement” the conditional placing agreement entered into between the Company and the Placing Agent dated 23 June 2015 in relation to the Placing “Placing Price” HK$0.268 per Placing Share “Placing Share(s)” 415,000,000 new Shares to be placed pursuant to the Placing Agreement, representing an aggregate nominal value of HK$4,150,000 “Share(s)” ordinary share(s) of HK$0.01 each in the issued capital of the Company

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“Shareholder(s)”

holder(s) of the Share(s)

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“%”

per cent.

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

Hong Kong, 23 June 2015

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 non-executive Director, namely Heffner, Paul Lincoln; and four 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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