GoFintech Quantum Innovation Limited — Capital/Financing Update 2015

Jan 2, 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 any 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)

VOLUNTARY ANNOUNCEMENT

ISSUE OF BONDS

ISSUE OF BONDS

On 28 December 2014 (after trading hour), the Company and the Subscriber entered into the Subscription Agreement pursuant to which the Company has agreed to issue HK$3,000,000 in aggregate principal amount of 8% coupon Bonds and the Subscriber has agreed to purchase the Bonds from the Company.

THE SUBSCRIPTION AGREEMENT

Date : 28 December 2014 Issuer : The Company Subscriber : The Subscriber

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Subscriber and his ultimate beneficial owner(s) are third parties independent of the Company and its connected persons.

• For identification purpose only

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Aggregate : HK$3,000,000 principle amount

Issue price : 100% of the principal amount of the Bonds

Conditions precedent to the Subscription Agreement

The issue of the Bonds is subject to:

• (a) the Listing Committee of the Stock Exchange granting approval of the issue of the Bonds either unconditionally or subject to any conditions to which the Subscriber may accept (if required);

• (b) the Bermuda Monetary Authority approving the issue of the Bonds (if required);

• (c) all necessary consents and approvals as may be obtained by the Company and the Subscriber in respect of the issue and subscription for the Bonds having been obtained; and

• (d) there being no event of default having occurred or occuring.

If any of the conditions above is not fulfilled within two (2) Business Days from the date of the Subscription Agreement (or such later time or date as may be agreed between the Subscriber and the Company in writing), the Subscriber may, at any time thereafter, terminate his obligations under the Subscription Agreement by written notice to the Company.

COMPLETION

The subscription and issue of the Bonds were completed on 2 January 2015.

PRINCIPAL TERMS OF THE BONDS

Aggregate : HK$3,000,000 principal amount Denomination : HK$1,000,000 Interests : 8% per annum, accrued daily on a 365 days basis and payable semi-annually (on 30 June and 31 December of each year) in arrears, up to the maturity date of the relevant Bonds. Maturity date : The seventh anniversary of the date(s) of issue of the relevant Bonds.

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• Early Redemption : Subject to the consent from the Bondholder, the Company may at any time before the maturity date of the relevant Bonds and from time to time by serving at least ten (10) days’ prior written notice on the Bondholder with the total amount proposed to be redeemed from the Bondholder specified therein, redeem the Bonds (in whole or in part) at not less than 100% of the total amount of such Bonds together with payment of interests accrued up to the date of such early redemption.

• Event of default : If any of the events of default as described in the terms and conditions of the Bonds occurs, a Bondholder may give notice to the Company that the Bonds are immediate due and repayable and, upon such notice being given to the Company, the Bonds will immediately become due and repayable at their principle amount.

• Status of Bonds : The Bonds constitute direct, unconditional, unsubordinated and unsecured obligations of the Company which will at all times rank pari passu and without any preference among themselves and, save for such exception as may be provided by applicable legislation, at all times rank at least equally with all other present and future unsecured and unsubordinated obligations of the Company.

• Transferability : The Bonds may be transferrable in the amount of HK$1,000,000 or integral multiples thereof (or such lesser amount as may represent the entire principal amount thereof) to any person. Except with the consent of the Stock Exchange, the Bonds may not be transferred to any connected person of the Company.

Listing : No application will be made for the listing of the Bonds.

REASONS FOR THE ISSUE OF THE BONDS AND USE OF PROCEEDS

The Group is principally engaged in the trading of oil products, exploration of natural resources, oil exploration and production and distribution of natural gas.

The aggregate principal amount of the Bonds will be HK$3,000,000. The net proceeds of the issue of the Bonds (after deducting the commissions and other related costs and expenses) will be utilised by the Group as general working capital. The Board considers that the issue of the Bonds represents a suitable opportunity to strengthen the Group’s financial position, the terms of the Subscription Agreement and the relevant conditions stated under the section headed “Principal terms of the Bonds” are on normal commercial terms and are fair and reasonable, and the issue of the Bonds is in the best interests of the Company and the Shareholders as a whole.

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DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:

“Board”	the board of Directors
“Bondholder(s)”	the holder(s) of the Bonds
“Bonds”	the seven-year 8% coupon unlisted bonds issued by the
	Company in an aggregate principal amount of HK$3,000,000
	pursuant to the Subscription Agreement
“Business Day(s)”	any day (excluding a Saturday, Sunday and public holiday)
	on which banks in Hong Kong are generally open for
	business throughout their normal business hours
“Company”	New Times Energy Corporation Limited, a company
	incorporated in Bermuda with limited liability, the shares of
	which are listed on the Main Board of the Stock Exchange
“connected person(s)”	has the meaning ascribed to it in the Listing Rules
“Director(s)”	director(s) (including, for the avoidance of doubt, the
	independent non-executive director(s)) of the Company
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	Hong Kong Special Administrative Region of the People’s
	Republic of China
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Maturity Date”	has the meaning ascribed to it under the section headed
	“Principal terms of the Bonds” in this announcement
“Shareholder(s)”	holder(s) of the share(s) of the Company

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“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“Subscriber”

Chen Hong, an independent third party who agreed to subscribe for the Bonds pursuant to the Subscription Agreement

• “Subscription Agreement”

the subscription agreement dated 28 December 2014 between the Company and the Subscriber in relation to the subscription of the Bonds

• “%”

per cent.

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

Hong Kong, 2 January 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 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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