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GoFintech Quantum Innovation Limited Capital/Financing Update 2015

Jan 29, 2015

49098_rns_2015-01-29_7799e5b2-12a3-4d02-857a-9fd6f889e361.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 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)

RESULTS OF THE OPEN OFFER OF 692,511,997 OFFER SHARES ON THE BASIS OF ONE OFFER SHARE FOR EVERY TWO SHARES HELD ON THE RECORD DATE

RESULTS OF THE OPEN OFFER OF 692,511,997 OFFER SHARES ON THE BASIS OF ONE OFFER SHARE FOR EVERY TWO SHARES HELD ON THE RECORD DATE

The Board announces that as at 4:00 p.m. on Thursday, 22 January 2015, being the latest time for application of and payment for the Offer Shares, a total of 22 valid acceptances of the allotment in respect of a total of 468,206,539 Offer Shares, representing approximately 67.61% of the total number of 692,511,997 Offer Shares available for subscription under the Open Offer.

Accordingly, the Open Offer was under-subscribed by 224,305,458 Offer Shares, representing approximately 32.39% of the total number of the Offer Shares available for subscription under the Open Offer. As all the conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement was not terminated by the Underwriters prior to the Latest Time for Termination, the Underwriting Agreement became unconditional at 4:00 p.m. on Friday, 23 January 2015.

  • For identification purpose only

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The share certificates for the Offer Shares are expected to be posted on or before Friday, 30 January 2015 to those entitled thereto by ordinary post at their own risk.

Dealings in the Offer Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Monday, 2 February 2015.

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.

RESULTS OF THE OPEN OFFER

The Board announces that as at 4:00 p.m. on Thursday, 22 January 2015, being the latest time for application of and payment for the Offer Shares, a total of 22 valid acceptances of the allotment in respect of a total of 468,206,539 Offer Shares, representing approximately 67.61% of the total number of 692,511,997 Offer Shares available for subscription under the Open Offer.

Accordingly, the Open Offer was under-subscribed by 224,305,458 Offer Shares, representing approximately 32.39% of the total number of the Offer Shares available for subscription under the Open Offer.

THE UNDERWRITING AGREEMENT

As all the conditions set out in the Underwriting Agreement have been fulfilled and the Underwriting Agreement was not terminated by the Underwriters prior to the Latest Time for Termination, the Underwriting Agreement became unconditional at 4:00 p.m. on Friday, 23 January 2015. Pursuant to the Underwriting Agreement, Max Sun has subscribed for 210,316,879 Offer Shares and CESHK has procured independent subscribers to subscribe for 13,988,579 Offer Shares, which are all the Offer Shares not taken up by the Qualifying Shareholders.

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SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding in the Company immediately before and after the completion of the Open Offer will be as follows:

Substantial Shareholders
Max Sun
Parties acting in concert with Max
Sun Note
Max Sun and parties acting in
concert with it Note
Public Shareholders
CESHK
Other public Shareholders
Immediately before
completion of the
Open Offer
No. of Shares
%
264,147,110
19.07
16,515,500
1.19
280,662,610
20.26
0
0
1,104,361,385
79.74
1,385,023,995
100
Immediately after
completion of the
Open Offer
No. of Shares
%
606,537,544
29.20
16,515,500
0.79
623,053,044
29.99
13,988,579
0.67
1,440,494,369
69.34
2,077,535,992
100
Immediately after
completion of the
Open Offer
No. of Shares
%
606,537,544
29.20
16,515,500
0.79
623,053,044
29.99
13,988,579
0.67
1,440,494,369
69.34
2,077,535,992
100
100

Note: As at the date hereof, (i) Max Sun is a substantial Shareholder and directly holds 264,147,110 Shares, representing approximately 19.07% of the issued share capital of the Company; (ii) Chow Tai Fook Enterprises Limited, of which the ultimate beneficial owner of Max Sun, Dato’ Dr. Cheng Yu Tung, is a director, directly holds 16,514,500 Shares, representing approximately 1.19% of the issued share capital of the Company; and (iii) Mr. Cheng Ming Kit (being a relative of the ultimate beneficial owner of Max Sun, Dato Dr. Cheng Yu Tung) directly holds 1,000 Shares, representing approximately 0.00007% of the issued share capital of the Company. Max Sun also holds the Max Sun Warrants, and Mr. Cheng Kam Chiu, Stewart and Mr. Cheng Ming Kit also hold the ED Share Options.

DESPATCH OF CERTIFICATES

The share certificates for the Offer Shares are expected to be posted on or before Friday, 30 January 2015 to those entitled thereto by ordinary post at their own risk.

COMMENCEMENT OF DEALINGS IN THE OFFER SHARES

Dealings in the Offer Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Monday, 2 February 2015.

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

Hong Kong, 29 January 2015

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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 nonexecutive Directors, namely Mr. Wong Man Kong, Peter, Mr. Chan Chi Yuen, Mr. Yung Chun Fai, Dickie and Mr. Chiu Wai On.

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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