GoFintech Quantum Innovation Limited — Capital/Financing Update 2016

May 17, 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.

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)

(1) CONNECTED TRANSACTION RELATING TO THE SUBSCRIPTION OF NEW SHARES BY A SUBSTANTIAL SHAREHOLDER; (2) ISSUE OF THE SUBSCRIPTION SHARES UNDER SPECIFIC MANDATE; (3) APPLICATION FOR WHITEWASH WAIVER; AND

(4) APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

SUBSCRIPTION OF NEW SHARES

On 17 May 2016 (after trading hours), the Company entered into the Subscription Agreement with the Subscriber, pursuant to which the Subscriber has conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue, 2,910,000,000 new Shares at the Subscription Price of HK$0.154 per Subscription Share.

The Subscription Shares represent (i) approximately 116.39% of the issued share capital of the Company as at the date of this announcement, and (ii) approximately 53.79% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares, assuming that there will be no change in the issued share capital of the Company (other than the issue of the Subscription Shares) between the date of this announcement and the Completion.

* For identification purpose only

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The Company will seek the approval of the Specific Mandate by the Independent Shareholders at the SGM in order to issue the Subscription Shares.

IMPLICATIONS UNDER THE LISTING RULES AND THE TAKEOVERS CODE

As at the date of this announcement, the Subscriber is a substantial Shareholder holding, together with its concert party, 623,052,044 Shares, representing approximately 24.92% of the issued share capital of the Company. Accordingly, the Subscriber is a connected person of the Company under Rule 14A.07 of the Listing Rules. Therefore, the Subscription constitutes a connected transaction of the Company and is subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Upon Completion, the Subscriber and the party acting in concert with it will hold 3,533,052,044 Shares in aggregate, representing approximately 65.30% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares, assuming there will be no change in the issued share capital of the Company (other than the issue of the Subscription Shares) between the date of this announcement and the Completion.

Pursuant to Rule 26.1 of the Takeovers Code, the Subscriber will be required to make a mandatory general offer for all the issued securities of the Company (other than those already owned or agreed to be acquired by the Subscriber and the party acting in concert with it) unless the Whitewash Waiver is obtained from the Executive. The Subscriber will make an application to the Executive for the Whitewash Waiver pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code in respect of the issue of the Subscription Shares pursuant to the Subscription. The Whitewash Waiver, if granted by the Executive, would be subject to, among others, the approval of the Independent Shareholders by way of poll at the SGM. The Executive may or may not grant the Whitewash Waiver and in the event that it is not granted, the Subscription Agreement shall lapse and the Subscription will not proceed.

DESPATCH OF CIRCULAR

A circular containing, among others, (i) further details of the Subscription, the Subscription Agreement, the Specific Mandate and the Whitewash Wavier, (ii) a letter of advice from the Independent Board Committee to the Independent Shareholders on the Subscription, the Specific Mandate and the Whitewash Waiver, (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders on the Subscription, the Specific Mandate and the Whitewash Waiver, and (iv) a notice convening the SGM, is expected to be despatched to the Shareholders on or before 7 June 2016.

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The Subscription is subject to the fulfillment of the Conditions which are set out in the paragraph headed “The Subscription Agreement – Conditions of the Subscription” in this announcement. Accordingly, the Subscription may or may not proceed.

Shareholders and potential investors are advised to exercise caution when dealing in the Shares, and are recommended to consult their professional advisers if they are in any doubt about their position and as to actions that they should take.

THE SUBSCRIPTION AGREEMENT

A summary of the principal terms of the Subscription Agreement is set out below:

Date

17 May 2016

Parties

Issuer: The Company Subscriber: The Subscriber

As at the date of this announcement, the Subscriber holds 606,537,544 Shares, representing approximately 24.26% of the issued share capital of the Company. The Subscriber is principally engaged in investment holding business.

The Subscription

Pursuant to the Subscription Agreement, the Subscriber has conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue, 2,910,000,000 new Shares (with an aggregate nominal value of HK$29,100,000) at the Subscription Price of HK$0.154 per Subscription Share.

The Subscription Shares represent (i) approximately 116.39% of the issued share capital of the Company as at the date of this announcement, and (ii) approximately 53.79% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares, assuming that there will be no change in the issued share capital of the Company (other than the issue of the Subscription Shares) between the date of this announcement and the Completion.

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Subscription Price

The Subscription Price of HK$0.154 per Subscription Share:

• (i) represents a discount of approximately 3.14% to the closing price of HK$0.159 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (ii) represents a discount of approximately 1.28% to the average closing price of HK$0.156 per Share as quoted on the Stock Exchange for the last five consecutive trading days prior to but excluding the Last Trading Day; and

• (iii) represents a discount of approximately 3.75% to the average closing price of HK$0.160 per Share as quoted on the Stock Exchange for the last 10 consecutive trading days prior to but excluding the Last Trading Day.

The Subscription Price was determined after arm’s length negotiations between the Company and the Subscriber with reference to the financial conditions of the Company, the prevailing market prices of the Shares and the recent market conditions.

The Subscriber has confirmed that the Subscription will be funded by its internal resources.

Ranking of the Subscription Shares

The Subscription Shares, when issued and fully paid-up, will rank pari passu in all respects among themselves and with all the Shares in issue as at the date of allotment and issue of the Subscription Shares.

Conditions of the Subscription

Completion is conditional upon fulfillment of the Conditions set out as follow:

• (a) the Independent Shareholders having approved the Subscription, the Specific Mandate and the Whitewash Waiver at the SGM;

• (b) the Company having obtained the approval from the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares, and such approval not having been revoked or cancelled prior to the Completion;

• (c) the Executive having granted the Whitewash Waiver; and

• (d) all conditions attached to the Whitewash Waiver having been satisfied.

None of the Conditions can be waived by either party to the Subscription Agreement.

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In the event that not all the Conditions have been fulfilled on or before the Long Stop Date, the Subscription Agreement shall terminate and lapse.

As at the date of this announcement, none of the Conditions has been fulfilled.

Completion

Completion shall take place within ten Business Days after the fulfillment of all the Conditions (or at such other date and time as the Company and the Subscriber may agree in writing).

Lock-up arrangement for the Subscription Shares

There is no lock-up arrangement for the Subscription Shares upon allotment and issue thereof under the Subscription Agreement.

Specific Mandate

The Subscription Shares will be allotted and issued under the Specific Mandate to be obtained from the Independent Shareholders at the SGM in due course.

Application for listing

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares.

REASONS FOR THE SUBSCRIPTION AND USE OF PROCEEDS

The net proceeds to be raised from the Subscription will be approximately HK$446,900,000. The net subscription price per Subscription Share would be approximately HK$0.154.

The Company intends that the net proceeds of the Subscription will be used as follows:

(i) Works in the T&M Concessions

The Group is principally engaged in the exploration, development, production and sale of natural resources.

As disclosed in the 2015 annual report of the Company, the Tartagal Concession and Morillo Concession (being concessions of exploration permit, potential exploitation permit for exploration and development of hydrocarbons granted by the Government of the Province of Salta of Argentina in relation to the Tartagal Oriental Area and the Morillo Area, respectively, both located in the province of Salta in northern Argentina covering an aggregate surface area of approximately 10,583 square kilometres with net estimated Prospective Resources of 269.7 MMBOE, collectively, the “ T&M

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Concessions ”) are the core assets and business of the Group. As at the date of this announcement, the Group has a 69.25% interest in the T&M Concessions. The said exploration permits granted were valid for an initial period of four years commencing on 29 December 2006. Subsequently, the Group obtained approvals (the “ Approvals ”) from the Secretary of Energy of the Province of Salta, Argentina for the extension of such exploration permits to 13 September 2017.

Pursuant to the Approvals, the Group is required to fulfill certain work commitments with respect to the T&M Concessions prior to the expiry of the said exploration permits. Such work commitments include, among others, (1) the drilling of at least three exploration wells in the Tartagal Oriental Area and/or the Morillo Area for potential oil and/or gas discoveries, and (ii) a survey by 3D seismic in the Tartagal Oriental Area covering an area of approximately 195 square kilometres for the purpose of identifying new prospects and defining the exact location of drilling (together, the “ Works ”). It is intended that, based on the Group’s work plan and geological studies, approximately 66.41% of the net proceeds from the Subscription will be used in carrying out the Works.

Up to the end of year 2015, the Group had invested an aggregate amount of approximately HK$3,850,000,000 with respect to its interest in the T&M Concessions and had performed significant exploratory works, including seismic survey and exploration drilling. The Directors believe that the completion of the Works pursuant to its commitment under the Approvals is vital to maintaining and continuing the exploration permits in the T&M Concessions, which is the Group’s core business.

(ii) Repayment of short term loans

As at the date of this announcement, the Group has, among others, the following outstanding short term loans which are repayable in 2016:

• (1) an amount of approximately HK$16,800,000 to be repaid on 13 July 2016 pursuant to a loan agreement dated 14 July 2014;

• (2) an amount of approximately HK$33,000,000 to be repaid on 10 August 2016 pursuant to a promissory note issued by the Company on 11 August 2014;

• (3) an amount of approximately US$4,350,000 (equivalent to approximately HK$33,930,000) to be repaid on 19 December 2016 (being partial repayment of the loan pursuant to a loan agreement dated 19 December 2013 (as supplemented by the supplemental agreements dated 19 June 2014 and 10 December 2014, respectively)); and

• (4) an amount of approximately HK$30,500,000 to be repaid on 26 August 2016 pursuant to a loan agreement dated 25 April 2016.

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It is intended that approximately 25.56% of the net proceeds from the Subscription will be used in the repayment of the abovementioned debts. Insofar as the Company is aware, having made enquiries with the lenders of the abovementioned loans, none of them holds any Shares.

(iii) General working capital

The balance of the net proceeds from the Subscription (representing approximately 8.03% thereof) will be used as general working capital of the Group.

In view of the above, the net proceeds to be raised from the Subscription are necessary for the Group’s ordinary and usual course of business and repayment of debts that will soon fall due. The Subscription would also enhance the general working capital of the Group without incurring additional interest burden. Accordingly, the Directors (excluding the independent non-executive Directors who will form their views after considering the advice of the Independent Financial Adviser) consider that the terms and conditions of the Subscription Agreement are on normal commercial terms or better to the Group, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST 12 MONTHS

Save as disclosed below, the Company had not conducted any other equity fund raising activities in the past twelve months immediately preceding the date of this announcement.

Date of	Date of			Then intended	Actual use of
announcement	completion	Event	Net proceeds	use of proceeds	proceeds
			(approximately)
23 June 2015	9 July 2015	Placing of new Shares	HK$107.87 million	For general working	Fully utilised as
		under general		capital, for financing the	intended
		mandate		Group’s future investment
				opportunities (if any) and
				for repayment of certain
				debts upon due

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CHANGES IN THE SHAREHOLDING STRUCTURE OF THE COMPANY

Assuming that there will be no change in the issued share capital of the Company (other than the issue of the Subscription Shares) between the date of this announcement and the Completion, the shareholding structure of the Company and the interests of the Subscriber and the party acting in concert with it as at the date of this announcement and immediately after the Completion are as follows:

Shareholders The Subscriber and its concert party The Subscriber Chow Tai Fook Enterprises Limited Sub-total of the Subscriber and its concert party Director Mr. Cheng Ming Kit Sub-total of Director Other Shareholders Total*	As at the date of this announcement Number of issued Shares Approximate Percentage (%) 606,537,544 24.26 16,514,500 0.66 623,052,044 24.92 1,000 0.00004 1,000 0.00004 1,877,268,948 75.08 2,500,321,992 100	Immediately after the Completion Number of issued Shares Approximate Percentage (%) 3,516,537,544 65.00 16,514,500 0.30 3,533,052,044 65.30 1,000 0.00002 1,000 0.00002 1,877,268,948 34.70 5,410,321,992 100

Notes:

• As at the date of this announcement, the Subscriber holds certain warrants issued by the Company on 16 July 2012 in the aggregate principal amount of HK$105,000,000 (which warrants entitle their holder to subscribe for new Shares at HK$0.86 per Share and will expire on 15 July 2017).

The Subscriber is wholly-owned by Chow Tai Fook Nominee Limited, which is in turn held as to approximately 99.80% by Chow Tai Fook (Holding) Limited. Chow Tai Fook (Holding) Limited is held as to approximately 78.58% by Chow Tai Fook Capital Limited (which is in turn held by Cheng Yu Tung Family (Holdings) Limited and Cheng Yu Tung Family (Holdings II) Limited as to approximately 48.98% and 46.65%, respectively). Dr. Cheng Kar Shun, Henry, Mr. Cheng Kar Shing, Peter, Ms. Sun Cheng Lai Ha, Cecilia and Ms. Doo Cheng Sau Ha, Amy collectively hold a controlling interest in each of Cheng Yu Tung Family (Holdings) Limited and Cheng Yu Tung Family (Holdings II) Limited.

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• ** Chow Tai Fook Enterprises Limited (being a wholly owned subsidiary of Chow Tai Fook (Holding) Limited, which holds 99.80% of the issued share capital of Chow Tai Fook Nominee Limited, which in turn holds the entire issued share capital of the Subscriber) holds 16,514,500 Shares, representing approximately 0.66% of the issued share capital of the Company as at the date of this announcement.

GENERAL

Implications under the Listing Rules and the Takeovers Code

As at the date of this announcement, the Subscriber is a substantial Shareholder holding, together with the party acting in concert with it, 623,052,044 Shares, representing approximately 24.92% of the issued share capital of the Company. Accordingly, the Subscriber is a connected person of the Company under Rule 14A.07 of the Listing Rules. Therefore, the Subscription constitutes a connected transaction of the Company and is subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Upon Completion, the Subscriber and the party acting in concert with it will hold 3,533,052,044 Shares in aggregate, representing approximately 65.30% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares, assuming there will be no change in the issued share capital of the Company (other than the issue of the Subscription Shares) between the date of this announcement and the Completion.

Pursuant to Rule 26.1 of the Takeovers Code, the Subscriber will be required to make a mandatory general offer for all the issued securities of the Company (other than those already owned or agreed to be acquired by the Subscriber and the party acting in concert with it) unless the Whitewash Waiver is obtained from the Executive. The Subscriber will make an application to the Executive for the Whitewash Waiver pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code in respect of the issue of the Subscription Shares pursuant to the Subscription. The Whitewash Waiver, if granted by the Executive, would be subject to, among others, the approval of the Independent Shareholders by way of poll at the SGM. The Executive may or may not grant the Whitewash Waiver and in the event that it is not granted, the Subscription Agreement shall lapse and the Subscription will not proceed.

The Subscription is subject to the Conditions that, among others, the Whitewash Waiver be granted by the Executive and approved by the Independent Shareholders by way of poll at the SGM. If the Whitewash Waiver is not granted by the Executive or not approved by the Independent Shareholders, the Subscription Agreement will not become unconditional and the Subscription will not proceed.

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As at the date of this announcement, other than 623,052,044 Shares held by the Subscriber and the party acting in concert with it and all the transactions contemplated under the Subscription Agreement and other than as disclosed in the section headed “Changes in the shareholding structure of the Company” in this announcement, neither the Subscriber nor the parties acting in concert with it:

• (i) holds, owns, controls or has direction over any Shares, convertible securities, warrants, options or derivatives in respect of the securities in the Company nor has entered into any outstanding derivatives in respect of the securities in the Company;

• (ii) has secured any irrevocable commitment from any Independent Shareholder to vote in favour of or against the resolutions approving the Subscription, the Specific Mandate and/or the Whitewash Waiver;

• (iii) has any arrangement as referred to in Note 8 to Rule 22 of the Takeovers Code (whether by way of option, indemnity or otherwise) or in relation to the relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company or the Subscriber which might be material to the Subscription, the Specific Mandate and/or the Whitewash Waiver;

• (iv) has any agreement or arrangement to which the Subscriber or any party acting in concert with it is a party which relates to the circumstances in which it may or may not invoke or seek to invoke a pre-condition or a condition to the Subscription, the Specific Mandate and/or the Whitewash Waiver; and

• (v) has borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company.

Other than the Subscription Agreement, neither the Subscriber nor any party acting in concert with it has acquired or disposed of any voting rights of the Company or has dealt for value in any Shares, convertible securities, warrants, options or derivatives in respect of the securities of the Company in the six-month period prior to the date of this announcement but subsequent to the discussions between the Subscriber and the Company (and its Directors) in relation to the Subscription. The Subscriber and the party acting in concert with it will not acquire or dispose of any voting rights of the Company after the date of this announcement until the Completion.

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SGM

The SGM will be convened for the purpose of considering and, if thought fit, approving, among others, the Subscription, the Specific Mandate and the Whitewash Waiver.

In accordance with the Listing Rules and the Takeovers Code, (i) the Subscriber and its associates, (ii) the parties acting in concert with the Subscriber; and (iii) Shareholders involved or interested in the Subscription, the Specific Mandate or the Whitewash Waiver will be required to abstain from voting on the resolution(s) to approve the Subscription, the Specific Mandate and the Whitewash Waiver at the SGM. Accordingly, Subscriber and the party acting in concert with it, with a material interest in the Subscription, the Specific Mandate and the Whitewash Waiver, will abstain from voting on the relevant resolution(s) at the SGM. Save as set out above, no other Shareholder has a material interest or is involved or interested in the Subscription, the Specific Mandate and the Whitewash Waiver, and will be required to abstain from voting on the relevant resolution(s) at the SGM.

Furthermore, none of the Directors has a material interest in the Subscription, the Specific Mandate or the Whitewash Waiver, and had abstained from voting on the Board resolution(s) approving the Subscription, the Specific Mandate and the Whitewash Waiver.

INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

Pursuant to the Listing Rules and the Takeovers Code, the Independent Board Committee (comprising all the non-executive Directors (who are all independent non-executive Directors within the meaning of the Listing Rules)) has been formed to advise the Independent Shareholders on the Subscription, the Specific Mandate and the Whitewash Waiver. In this connection, Donvex Capital Limited has been appointed as the Independent Financial Adviser with the approval of the Independent Board Committee to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Subscription, the Specific Mandate and the Whitewash Waiver are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and make recommendations on voting.

DESPATCH OF CIRCULAR

A circular containing, among others, (i) further details of the Subscription, the Specific Mandate and the Whitewash Wavier, (ii) a letter of advice from the Independent Board Committee to the Independent Shareholders on the Subscription, the Specific Mandate and the Whitewash Waiver, (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders on the Subscription, the Specific Mandate and the Whitewash Waiver, and (iv) a notice convening the SGM, is expected to be despatched to the Shareholders on or before 7 June 2016.

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The Subscription is subject to the fulfillment of the Conditions which are set out in the paragraph headed “The Subscription Agreement – Conditions of the Subscription” in this announcement. Accordingly, the Subscription may or may not proceed.

Shareholders and potential investors are advised to exercise caution when dealing in the Shares, and are recommended to consult their professional advisers if they are in any doubt about their position and as to actions that they should take.

DEFINITIONS

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

“Approvals”	has the meaning ascribed to it under the section headed
	“Reasons for the Subscription and use of proceeds” in this
	announcement
“associate(s)”	has the meaning ascribed to it under the Listing Rules
“Board”	the board of Directors
“Business Day”	any day (other than a Saturday, Sunday, or other public
	holidays in Hong Kong, or a day on which a tropical cyclone
	warning signal numbered 8 or above or a “black” rainstorm
	warning signal is hoisted in Hong Kong at any time between
	9:00 a.m. and 4:00 p.m.) on which licensed banks in Hong
	Kong are open for business and the Stock Exchange is open
	for the business of dealing in securities
“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
“Completion”	the completion of the Subscription pursuant to the terms and
	conditions of the Subscription Agreement
“Conditions”	the conditions precedent to the Completion, as more
	particularly set out under the paragraph headed “The
	Subscription Agreement – Conditions of the Subscription” in
	this announcement
“connected person”	has the meaning ascribed thereto under the Listing Rules

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“Director(s)”

the director(s) of the Company

“Executive”

the Executive Director of the Corporate Finance Division of the Securities and Futures Commission of Hong Kong or any of its delegates

• “Group”

the Company and its subsidiaries

“HK$”

Hong Kong dollar(s), the lawful currency of Hong Kong

“Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

• “Independent Board Committee”

• an independent board committee of the Company, comprising all independent non-executive Directors, namely Mr. Wong Man Kong, Peter, Mr. Chan Chi Yuen, Mr. Yung Chun Fai, Dickie and Mr. Chiu Wai On, which has been established by the Board for the purpose of advising the Independent Shareholders on the Subscription, the Specific Mandate and the Whitewash Waiver

• “Independent Financial Adviser”

• Donvex Capital Limited, a corporation licensed to carry out type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders on the Subscription, the Specific Mandate and the Whitewash Waiver

• “Independent Shareholders other than (i) the Subscriber and its associates, Shareholders” (ii) the parties acting in concert with the Subscriber; and (iii) Shareholders involved or interested in the Subscription, the Specific Mandate or the Whitewash Waiver

• “Last Trading Day”

• 17 May 2016, being the last trading day of the Shares on the Stock Exchange prior to the entering into of the Subscription Agreement

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Long Stop Date” 31 August 2016, or such later date as may be agreed in writing between the Company and the Subscriber

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• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “SGM” the special general meeting of the Company to be convened for the purpose of considering, and if thought fit, approving, among others, the Subscription, the Specific Mandate and the Whitewash Waiver

• “Share(s)” ordinary shares of HK$0.01 each in the share capital of the Company

• “Shareholder(s)” holder(s) of the Shares “Specific Mandate” the specific mandate proposed to be obtained from the Independent Shareholders at the SGM to issue the Subscription Shares to the Subscriber

• “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscriber” Max Sun Enterprises Limited, a company incorporated in the British Virgin Islands and a substantial Shareholder and connected person of the Company

• “Subscription” the subscription of the Subscription Shares by the Subscriber pursuant to the terms and conditions of the Subscription Agreement

• “Subscription Agreement” the conditional subscription agreement dated 17 May 2016 entered into between the Company and the Subscriber in relation to the Subscription

• “Subscription Price” HK$0.154 per Subscription Share “Subscription Shares” 2,910,000,000 new Shares to be allotted and issued by the Company to the Subscriber pursuant to the terms and conditions of the Subscription Agreement

• “T&M Concessions” has the meaning ascribed to it under the section headed “Reasons for the Subscription and use of proceeds” in this announcement

• “Takeovers Code”

the Hong Kong Code on Takeovers and Mergers

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“US$” United States dollar(s), the lawful currency of the United States of America “Whitewash Waiver” a waiver from the Executive pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code of the obligation on the part of the Subscriber to make a mandatory general offer for all securities of the Company (other than those already owned or agreed to be acquired by the Subscriber and the party acting in concert with it) as a result of the allotment and issue of the Subscription Shares under the Subscription Agreement

“Works” has the meaning ascribed to it under the section headed “Reasons for the Subscription and use of proceeds” in this announcement “%” per cent.

Unless the context requires otherwise, in this announcement US$ is converted into HK$ at the rate of US$1.00=HK$7.80 for illustrative purpose only.

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

Hong Kong, 17 May 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.

The 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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