GoFintech Quantum Innovation Limited — Capital/Financing Update 2016

Sep 8, 2016

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.

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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

DISPOSALS OF CONVERTIBLE BONDS

BACKGROUND

Reference is made to the joint announcement of the Company and Blue Sky dated 7 October 2014 and the circular of the Company dated 5 December 2014 (the “ Circular ”) in relation to, among others, the disposal of an aggregate of 85.46% of Shine Great Shares by the Company pursuant to Transaction I and Transaction II. Terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.

As disclosed in the announcements of the Company dated 24 February 2015 and 4 July 2016, respectively, Disposal Completion I and Disposal Completion II have occurred, after which Total Belief (being a direct wholly owned subsidiary of the Company) received the Convertible Bonds I and Convertible Bonds II, respectively.

As disclosed in the announcements of the Company dated 9 September 2015, 10 September 2015 and 14 September 2015, and the circular of the Company dated 20 October 2015, the conversion rights attaching to the entire portion of the Convertible Bonds I have been exercised.

* For identification purpose only

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THE DISPOSALS

Between 5 September 2016 and 8 September 2016, Total Belief transferred an aggregate of the Convertible Bonds II in the principal amount of HK$43,000,000 and the rights in respect thereof to certain Independent Third Parties at an aggregate consideration of HK$47,084,432.71.

LISTING RULES IMPLICATIONS

The Disposals, on an aggregate basis, constitute a discloseable transaction of the Company as certain of the applicable percentage ratios exceed 5% but are less than 25%.

A. BACKGROUND

Reference is made to the joint announcement of the Company and Blue Sky dated 7 October 2014 and the circular of the Company dated 5 December 2014 (the “ Circular ”) in relation to, among others, the disposal of an aggregate of 85.46% of Shine Great Shares by the Company pursuant to Transaction I and Transaction II. Terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.

As disclosed in the announcements of the Company dated 24 February 2015 and 4 July 2016, respectively, Disposal Completion I and Disposal Completion II have occurred, after which Total Belief (being a direct wholly owned subsidiary of the Company) received the Convertible Bonds I and Convertible Bonds II, respectively.

As disclosed in the announcements of the Company dated 9 September 2015, 10 September 2015 and 14 September 2015, and the circular of the Company dated 20 October 2015, the conversion rights attaching to the entire portion of the Convertible Bonds I have been exercised.

B. THE DISPOSALS

Between 5 September 2016 and 8 September 2016, Total Belief transferred an aggregate of the Convertible Bonds II in the principal amount of HK$43,000,000 and the rights in respect thereof to certain Independent Third Parties at an aggregate consideration of HK$47,084,432.71 (together, the “ Disposals ”).

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A summary of the salient terms of the Disposals is set out below:

(i) Disposals I

(1) Date:

5 September 2016

Parties:

• (a) Total Belief (as transferor)

• (b) Emperor Sky Limited (as transferee)

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, as at the date of this announcement, Emperor Sky Limited and its ultimate beneficial owner are Independent Third Parties. The Company understands that Emperor Sky Limited is principally engaged in investment holding.

Subject matter:

HK$15,500,000 principal amount of the Convertible Bonds II and the rights in respect thereof. For details of the Convertible Bonds II, please refer to the section headed “D. The Convertible Bonds II” below.

Consideration:

HK$16,972,295.51 which has been settled in cash.

Basis of determination of consideration:

The said consideration was determined after arm’s length negotiations between the Company and the said transferee, taking into account, among others, the average closing price of Blue Sky Share as quoted on the Stock Exchange for the fifteen consecutive trading days immediately prior to the date of the relevant Disposal, the Conversion Price and the recent market sentiment of the stock market in Hong Kong.

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(2) Date:

7 September 2016

Parties:

• (a) Total Belief (as transferor)

• (b) Emperor Sky Limited (as transferee)

Subject matter:

HK$6,000,000 principal amount of the Convertible Bonds II and the rights in respect thereof. For details of the Convertible Bonds II, please refer to the section headed “D. The Convertible Bonds II” below.

Consideration:

HK$6,569,920.84, which has been settled in cash.

Basis of determination of consideration:

Please refer to the section headed “B. (i) Disposals I (1) – Basis of determination of consideration” above.

(ii) Disposal II

Date:

8 September 2016

Parties:

(a) Total Belief (as transferor)

• (b) Mr. Chan Pak Kei (as transferee)

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, as at the date of this announcement, Mr. Chan Pak Kei is an Independent Third Party.

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Subject matter:

HK$18,500,000 principal amount of the Convertible Bonds II and the rights in respect thereof. For details of the Convertible Bonds II, please refer to the section headed “D. The Convertible Bonds II” below.

Consideration:

HK$20,257,255.94, which has been settled in cash.

Basis of determination of consideration:

Please refer to the section headed “B. (i) Disposals I (1) – Basis of determination of consideration” above.

(iii) Disposal III

Date:

8 September 2016

Parties:

• (a) Total Belief (as transferor)

• (b) Mr. Hui Pui Cheung (as transferee)

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, as at the date of this announcement, Mr. Hui Pui Cheung is an Independent Third Party.

Subject matter:

HK$3,000,000 principal amount of the Convertible Bonds II and the rights in respect thereof. For details of the Convertible Bonds II, please refer to the section headed “D. The Convertible Bonds II” below.

Consideration:

HK$3,284,960.42, which has been settled in cash.

Basis of determination of consideration:

Please refer to the section headed “B. (i) Disposals I (1) – Basis of determination of consideration” above.

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C. REASONS FOR AND BENEFITS OF THE DISPOSALS

As disclosed in the announcements of the Company dated 9 September 2015 and 14 September 2015 and the circular of the Company dated 20 October 2015, considering, among others, that the Convertible Bonds carry no interest, the Company intended to exercise the conversion rights attaching to the Convertible Bonds II when received and the Board considered such conversion appropriate and necessary, and the Company intended to dispose of the Blue Sky Shares upon conversions of the Convertible Bonds II in the future when the Board considered such disposal appropriate and necessary.

Having considered the recent market sentiment of the stock market in Hong Kong and the aggregate considerations received from the Disposals, which represent a premium of approximately 9.50% to the principal amount of the portion of the Convertible Bonds II disposed pursuant to the Disposals, the Board holds the view that it may be an appropriate time to directly dispose of the Convertible Bonds II to the said transferees. The Board also believes that the Disposals are beneficial to the Group and represent a good opportunity for the Group to realise the Convertible Bonds II and enhance the liquidity of the Group.

Subject to audit, the Group expects to record a net gain of approximately HK$4,084,000 arising from the Disposals. The said net gain represents the difference between the aggregate considerations received from the Disposals of approximately HK$47,084,000 and the principal amount of the portion of the Convertible Bonds II disposed pursuant to the Disposals of HK$43,000,000.

On the basis of the fair value of the entire portion of the Convertible Bonds II as at 4 July 2016 of approximately HK$217,352,000 (based on the preliminary review of such fair value by an independent professional valuer), subject to audit, the Disposals are expected to result in a net loss of the Group of approximately HK$24,239,000, which represents the difference between the carrying value of the portion of the Convertible Bonds II disposed pursuant to the Disposals of approximately HK$71,323,000, subject to audit, and the aggregate considerations received from the Disposals of approximately HK$47,084,000. The Group intends to use the proceeds of the Disposals for its general working capital purpose.

The Directors (including the independent non-executive Directors) are of the view that the Disposals are fair and reasonable, on normal commercial terms, and in the interests of the Company and the Shareholders as a whole.

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D. THE CONVERTIBLE BONDS II

A summary of the particulars of the Convertible Bonds II is set out below:

					Approximate
					number of
					Blue Sky
					Shares upon
					full conversion
					at the
					Conversion
Date of	Principal	Conversion			Price of
entitlement	amount	Price	Interest	Maturity	HK$0.379
4 July 2016	HK$132,535,348	HK$0.379	Nil	Third anniversary of the	349,697,488
				date of the issue

For further details of the terms of the Convertible Bonds II, please refer to the section headed “II. (C) Principal Terms of the Convertible Bonds to be issued by Blue Sky” in the letter from the Board contained in the Circular.

Following the Disposals, Total Belief holds the remainder of the Convertible Bonds II in the principal amount of HK$89,535,348.

E. INFORMATION ON BLUE SKY

Blue Sky is a company incorporated in Bermuda and the shares of which are primarily listed on the Main Board of the Stock Exchange (Stock Code: 6828) and secondarily listed on the Singapore Exchange Securities Trading Limited (Stock Code: UQ7). Based on publicly available information, the Directors understand that the principal activity of Blue Sky is investment holding and its subsidiaries are principally engaged in (i) sales and distribution of natural gas and other related products and (ii) sales of book product and specialised products.

The following information is extracted from the 2015 annual report of Blue Sky:

	For the year ended	For the year ended
	31 December
	2015	2014
	(audited)	(audited)
	HK$‘000	HK$‘000
Profit/(loss) before taxation	1,904	(70,480)
Profit/(loss) after taxation	6,903	(70,023)

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According to the interim results announcement of Blue Sky for the six months ended 30 June 2016, the unaudited consolidated net asset value of Blue Sky as at 30 June 2016 is approximately HK$2,905,969,000.

As at the date of this announcement, the Group holds 170,698,521 Blue Sky Shares, representing approximately 2.01% of the issued share capital of Blue Sky.

F. INFORMATION ON THE GROUP

The Group is principally engaged in the exploration, development, production and sale of natural resources. Total Belief is a direct wholly owned subsidiary of the Company principally engaged in investment holding.

G. LISTING RULES IMPLICATIONS

The Disposals, on an aggregate basis, constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules, as certain of the applicable percentage ratios exceed 5% but are less than 25%.

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

Hong Kong, 8 September 2016

As at the date of this announcement, the Board comprises six directors, of whom two are executive directors, namely Mr. Cheng Kam Chiu, Stewart and Mr. Cheng Ming Kit; 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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