GoFintech Quantum Innovation Limited — Capital/Financing Update 2015

Feb 13, 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 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)

OPEN OFFER

ADJUSTMENTS TO THE SHARE OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES

ADJUSTMENTS TO THE SHARE OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES

The Board announces that, as a result of the completion of the Open Offer, adjustments have been made to the exercise prices and the number of outstanding Share Options, subscription prices and the number of outstanding Warrants, and the conversion price of the Convertible Securities pursuant to the relevant terms of the Share Option Scheme, the Warrants and the Convertible Securities, respectively. The relevant adjustments took effect upon completion of the Open Offer.

Reference is made to the offering memorandum (the ‘‘Offering Memorandum’’) of New Times Energy Corporation Limited (the ‘‘Company’’) dated 7 January 2015. Unless otherwise stated, capitalized terms used herein shall have the same meanings as defined in the Offering Memorandum.

• For identification purpose only

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ADJUSTMENTS TO THE SHARE OPTIONS, WARRANTS AND CONVERTIBLE SECURITIES

The Board announces that, as a result of the completion of the Open Offer, adjustments have been made to the exercise prices and the number of outstanding Share Options, subscription prices and the number of outstanding Warrants, and the conversion price of the Convertible Securities pursuant to the relevant terms of the Share Option Scheme, the Warrants and the Convertible Securities, respectively.

Adjustment to the outstanding Share Options

With reference to the provisions of the Share Option Scheme, Rule 17.03(13) of the Listing Rules and the supplementary guidance issued by the Stock Exchange on 5 September 2005 regarding the interpretation of Rule 17.03(13) of the Listing Rules, the exercise price of the outstanding Share Options and the number of Shares that can be subscribed for upon the exercise of the outstanding Share Options have been adjusted in the following manner:

	Immediately before completion	Immediately before completion	Immediately after completion	Immediately after completion
	of the Open Offer		of the Open Offer
				Adjusted
		Number of		number of
		shares that can		shares that can
		be subscribed		be subscribed
		for upon		for upon
		exercise of the		exercise of the
		outstanding	Adjusted	outstanding
Date of grant	Exercise price	Share Options	exercise price	Share Options
24 January 2013	HK$0.99	400,000	HK$0.889	445,600
30 December 2013	HK$0.75	20,984,000	HK$0.673	23,376,176

The auditor of the Company has certified in writing the arithmetic accuracy of the calculation of the adjustments to the exercise price of the outstanding Share Options and the number of Shares that can be subscribed for upon the exercise of the outstanding Share Options in accordance with Hong Kong Standard on Related Services 4400 ‘‘Engagement to Perform Agreed Upon Procedures Regarding Financial Information’’ issued by the Hong Kong Institute of Certified Public Accountants and reported their factual findings, if any, to the Directors.

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Adjustments to the outstanding Warrants

Immediately prior to completion of the Open Offer, the Company had outstanding Warrants of an aggregate principal amount of HK$127,684,200 which entitled the holders thereof to subscribe for 134,370,000 fully paid Shares. As a result of the Open Offer, the subscription price of the outstanding Warrants have been adjusted in the following manner pursuant to the terms of the instrument relating to the Warrants.

	Immediately before completion	Immediately before completion	Immediately after completion	Immediately after completion
	of the Open Offer		of the Open Offer
				Adjusted
		Number of		number of
		shares that can		shares that can
		be subscribed		be subscribed
		for upon		for upon
		exercise of the	Adjusted	exercise of the
	Subscription	outstanding	subscription	outstanding
Date of issue	price	Warrants	price	Warrants
16 July 2012	HK$1.05	100,000,000	HK$0.86	122,093,023
5 July 2013	HK$0.66	34,370,000	HK$0.595	38,124,705*

The auditor of the Company has certified in writing the arithmetic accuracy of the calculation of the adjustment to the subscription price of the outstanding Warrants and the number of Shares that can be subscribed for upon exercise of the outstanding Warrants in accordance with Hong Kong Standard on Related Services 4400 ‘‘Engagement to Perform Agreed Upon Procedures Regarding Financial Information’’ issued by the Hong Kong Institute of Certified Public Accountants and reported their factual findings, if any, to the Directors.

• *Note: The holder of these Warrants has undertaken to the Company that it will not exercise the subscription rights attaching to or transfer such number of Warrants corresponding to 3,754,705 additional Shares which may be issued upon the exercise of the same (if exercised) pursuant to the adjustments. The Company expects that the relevant general mandate will not be exceeded at any time.

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Adjustments to the Convertible Securities

Immediately prior to completion of the Open Offer, the Company had outstanding Convertible Securities of an aggregate principal amount of HK$73,475,000 which entitled the holders thereof to subscribe for 89,374,472 fully paid Shares. As a result of the Open Offer, the conversion price of the Convertible Securities have been adjusted in the following manner pursuant to the terms of the instrument relating to the Convertible Securities:

	Immediately before completion	Immediately before completion	Immediately after completion	Immediately after completion
	of the Open Offer		of the Open Offer
				Adjusted
		Number of		number of
		shares that can		shares that can
		be issued upon		be issued upon
		conversion		conversion
		of the	Adjusted	of the
	Conversion	Convertible	conversion	Convertible
Date of issue	price	Securities	price	Securities
13 March 2013	HK$0.90	26,083,333	HK$0.735	31,938,775
3 July 2013	HK$0.79	63,291,139	HK$0.65	76,923,076*

The auditor of the Company has certified in writing the arithmetic accuracy of the calculation of the adjustments to the conversion price of the Convertible Securities and the number of Shares that can be issued upon conversion of the Convertible Securities in accordance with Hong Kong Standard on Related Services 4400 ‘‘Engagement to Perform Agreed Upon Procedures Regarding Financial Information’’ issued by the Hong Kong Institute of Certified Public Accountants and reported their factual findings, if any, to the Directors.

*Note: Each of the relevant holders of these Convertible Securities as to an aggregate outstanding principal amount of HK$10,000,000 (12,658,226 Shares (before the adjustment) and 15,384,614 Shares (after the adjustment) can be issued upon the exercise of the conversion rights attaching to the same) has undertaken to the Company that it will not exercise the conversion rights attaching to or transfer all or part of the Convertible Securities held by it. The Company expects that the relevant general mandate will not be exceeded at any time.

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

Hong Kong, 13 February 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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This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules and the Takeovers Code for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

All Directors jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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