GoFintech Quantum Innovation Limited — Capital/Financing Update 2017

Feb 13, 2017

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)

PROPOSED OPEN OFFER ON THE BASIS OF ONE OFFER SHARE FOR EVERY TWO SHARES HELD ON THE RECORD DATE

Underwriter to the Open Offer

Max Sun Enterprises Limited

PROPOSED OPEN OFFER

The Board proposes to raise approximately HK$738.79 million before expenses by way of issuing 2,955,160,996 Offer Shares at the Subscription Price of HK$0.25 per Offer Share on the basis of one Offer Share for every two Shares held on the Record Date.

The Open Offer is only available to the Qualifying Shareholders and will not be available to the Excluded Shareholders. To qualify for the Open Offer, a Shareholder must be registered as a member of the Company on the Record Date and not be an Excluded Shareholder. In order to be registered as a member of the Company on the Record Date, any transfer of the Shares must be lodged for registration with the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, by 4:30 p.m. on Monday, 20 March 2017.

The net proceeds of the Open Offer are estimated to be approximately HK$735.16 million, which is equivalent to the net price of approximately HK$0.249 per Offer Share. The net proceeds are intended to be used for the general working capital of the Group and to strengthen and build a lucrative and balanced oil and gas portfolio of the Group when the suitable opportunities arise.

• For identification purpose only

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Max Sun, being the Underwriter, which is beneficially interested in 3,516,537,544 Shares, representing approximately 59.50% of the issued share capital of the Company as at the date of this announcement, has irrevocably undertaken to the Company, among other things, that it shall remain as the beneficial owner of such Shares up to and including the Latest Time for Acceptance, and that it will subscribe for the Committed Shares to be offered to it by the Company pursuant to the Open Offer.

The Open Offer will be fully underwritten by Max Sun on the terms and subject to the conditions set out in the Underwriting Agreement.

WARNING OF THE RISKS OF DEALINGS IN THE SHARES

The Open Offer is conditional upon, among others, the Underwriting Agreement becoming unconditional and Max Sun not terminating the Underwriting Agreement in accordance with its terms. Accordingly, the Open Offer may or may not proceed. Shareholders should also note that the Shares will be dealt in on an ex-entitlement basis commencing from Friday, 17 March 2017 and that dealings in such Shares will take place while the conditions to which the Underwriting Agreement is subject remain unfulfilled. Any Shareholder or other person dealing in such Shares up to the date on which all conditions to which the Open Offer is subject are fulfilled (which is currently expected to be Wednesday, 12 April 2017) will accordingly bear the risk that the Open Offer does not become unconditional and may not proceed. Shareholders and potential investors are advised to exercise due caution when dealing with the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

PROPOSED OPEN OFFER

On 13 February 2017, the Company entered into the Underwriting Agreement with Max Sun in respect of the Open Offer and further details of the Open Offer are set out below:

Issue statistics

Basis of the Open Offer:

One Offer Share for every two Shares held as at the close of business on the Record Date

Number of Shares in issue as at 5,910,321,992 Shares the date of this announcement: Number of Offer Shares: 2,955,160,996 Offer Shares Subscription Price: HK$0.25 per Offer Share Underwriter: Max Sun

Max Sun is a controlling Shareholder and directly holds 3,516,537,544 Shares, representing approximately 59.50% of the issued share capital of the Company.

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The Offer Shares to be issued and allotted pursuant to the Open Offer represent 50% of the existing issued share capital of the Company and approximately 33.33% of the enlarged issued share capital of the Company as enlarged by the issue of the Offer Shares. The aggregate nominal value of the Offer Shares is HK$29,551,609.96.

As at the date of this announcement, save for the Max Sun Warrants, the Company does not have any convertible securities, options or warrants in issue or similar right which confer any right to subscribe for, convert or exchange into the Shares or other agreement or arrangement to issue Shares. Max Sun has undertaken not to exercise the Max Sun Warrants between the date of the Irrevocable Undertaking and completion of the Open Offer.

The Open Offer is fully underwritten by Max Sun on the terms and subject to the conditions set out in the Underwriting Agreement.

Max Sun, being a controlling Shareholder, is a connected person of the Company and accordingly the issue of the Offer Shares to Max Sun constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. Pursuant to Rule 14A.92(2)(b) of the Listing Rules, such issue is fully exempt from the relevant requirements under Chapter 14A of the Listing Rules if Rule 7.26A of the Listing Rules is complied with. As no excess application for the Offer Shares is available under the Open Offer and the Open Offer is underwritten by Max Sun, being a controlling Shareholder, pursuant to Rule 7.26A(2) of the Listing Rules, specific approval shall be obtained from the Shareholders in respect of the Arrangement at the SGM. Max Sun, Chow Tai Fook Enterprises Limited and the associates of each of them, with a material interest in the Arrangement, shall abstain from voting at the SGM. Further, since all applicable percentage ratios (within the meaning of the Listing Rules) in respect of the payment of underwriting commission by the Company to Max Sun pursuant to the Underwriting Agreement are less than 5% and the amount of the said commission is less than HK$3,000,000, such payment is fully exempt from the relevant requirements under Chapter 14A of the Listing Rules according to Rule 14A.76(1)(c) of the Listing Rules.

Qualifying Shareholders

The Open Offer is only available to the Qualifying Shareholders. The Company will send the Offering Documents to the Qualifying Shareholders, and the Offering Memorandum, for information only, to the Excluded Shareholders on the Offering Memorandum Posting Date.

To qualify for the Open Offer, a Shareholder must be registered as a member of the Company on the Record Date and not be an Excluded Shareholder. In order to be registered as a member of the Company on the Record Date, any transfer of the Shares (together with the relevant share certificate(s)) must be lodged for registration with the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, by 4:30 p.m. on Monday, 20 March 2017.

Excluded Shareholders

The Offering Documents will not be registered or filed under the applicable securities or equivalent legislation of any jurisdiction other than that in Hong Kong (to the extent required under the applicable law).

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The Directors will make enquiries pursuant to Rule 13.36(2) of the Listing Rules as to the applicable securities legislation of the relevant overseas jurisdictions or the requirements of any relevant regulatory body or stock exchange in respect of the issue of the Offer Shares to Overseas Shareholders whose address on the register of members of the Company is in a place outside Hong Kong on the Record Date. If, after making such enquiries, the Directors are of the opinion that it would be necessary or expedient, on account either of the legal restrictions under the laws of the relevant jurisdiction or any requirement of the relevant regulatory body or stock exchange in that jurisdiction, not to offer the Offer Shares to such Overseas Shareholders, the Open Offer will not be available to such Overseas Shareholders. The results of the enquiries and the basis of exclusion of the Overseas Shareholders will be included in the Offering Memorandum. The Company will send copies of the Offering Memorandum to the Excluded Shareholders for their information only, but will not send any Application Form to the Excluded Shareholders.

Overseas Shareholders should note that they may or may not be entitled to the Open Offer, subject to the results of enquiries made by the Directors pursuant to Rule 13.36(2) of the Listing Rules. Accordingly, Overseas Shareholders should exercise caution when dealing in the Shares.

Closure of register of members

The register of members of the Company will be closed on Tuesday, 21 March 2017, for the purpose of establishing entitlements to the Open Offer. No transfers of Shares will be registered on that day.

Subscription Price

The Subscription Price of HK$0.25 per Offer Share is payable in full upon application of the relevant assured allotment of the Offer Shares.

The Subscription Price represents:

• (a) at par to the closing price of HK$0.25 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (b) a discount of approximately 1.96% to the average closing price of HK$0.255 per Share as quoted on the Stock Exchange for the five consecutive trading days up to and including the Last Trading Day; and

• (c) at par to the theoretical ex-entitlement price of HK$0.25 per Share based on the closing price per Share of HK$0.25 as quoted on the Stock Exchange on the Last Trading Day.

The Subscription Price was arrived at after arm’s length negotiations between the Company and Max Sun with reference to, among other things, the prevailing market prices and trading liquidities of the Shares and the financial conditions of the Company. Each Qualifying Shareholder is entitled to subscribe for the Offer Shares at the same price in proportion to his/her/its existing shareholding in the Company. The Directors consider that the Subscription Price is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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Basis of assured allotment

The basis of the assured allotment shall be one Offer Share for every two existing Shares held by the Qualifying Shareholders on the Record Date. Application for all or any part of a Qualifying Shareholder’s assured allotment should be made by completing the Application Form and lodging the same with the remittance for the Offer Shares being applied for.

Fractions of the Offer Shares

Entitlement to Offer Shares will be rounded down to the nearest whole number. Assured allotments of fractions of the Offer Shares will not be offered but may be aggregated, rounded down to the nearest whole number, and taken up by Max Sun. The Company will not provisionally allot any fractions of the Offer Shares.

No application for excess Offer Shares

The Qualifying Shareholders will not be entitled to apply for any Offer Shares in excess of their respective Offer Shares under the Open Offer. All Offer Shares (other than the Committed Shares) not taken up by the Qualifying Shareholders and not available to the Excluded Shareholders are underwritten by Max Sun.

Status of the Offer Shares

The Offer Shares, when allotted, issued and fully-paid, will rank pari passu in all respects with all the Shares then in issue. Holders of fully-paid Offer Shares will be entitled to receive all future dividends and distributions which may be declared, made or paid on or after the date of allotment and issue of the Offer Shares.

Share certificates or refund cheques for the Offer Shares

Subject to the fulfillment of the conditions of the Open Offer, share certificates for the Offer Shares are expected to be posted by ordinary mail to the Qualifying Shareholders by Friday, 21 April 2017 at such Shareholders’ own risk. If the Open Offer is terminated, refund cheques will be despatched on or before Friday, 21 April 2017 by ordinary mail at the respective Shareholders’ own risk.

Application for listing

The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Offer Shares. The Offer Shares will continue to be traded in the existing board lot of 2,000 Shares. Dealings in the Offer Shares on the Stock Exchange will be subject to the payment of stamp duty in Hong Kong, Stock Exchange trading fees and other applicable fees and charges in Hong Kong.

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UNDERWRITING ARRANGEMENT AND UNDERTAKINGS

The Underwriting Agreement

Date: 13 February 2017 Underwriter: Max Sun Number of Offer Shares 1,196,892,224 Offer Shares underwritten: Commission: An underwriting commission at the rate of 0.8% to Max Sun of the total Subscription Price of 1,196,892,224 Underwritten Shares, being the maximum number of Underwritten Shares to be taken up by Max Sun together with all costs, fees and out-of-pocket expenses properly incurred by it in connection with the underwriting of the Underwritten Shares and agreed in advance by the Company in writing.

The said commission rate was determined after arm’s length negotiation between the Company and Max Sun with reference to the existing financial position of the Group, the size of the Open Offer, the current and expected market condition and the prevailing market rate. The Directors consider the terms of the Underwriting Agreement including the commission rate are fair and reasonable so far as the Company and the Shareholders are concerned.

Pursuant to the Underwriting Agreement and subject to the terms and conditions thereof, Max Sun shall underwrite up to such number of the Offer Shares not taken up by the Qualifying Shareholders (other than Committed Shares) under the Open Offer (the ‘‘Untaken Shares’’), i.e. 1,196,892,224 Offer Shares.

Having taken into account of the Committed Shares and the Offer Shares to be underwritten by Max Sun (assuming no new Share being issued and no Share being repurchased by the Company on or before the Record Date), an aggregate of 2,955,160,996 Offer Shares shall be subscribed and underwritten by Max Sun if the Qualifying Shareholders shall not take up their Offer Shares under the Open Offer.

Save with the consent of Max Sun, no further share capital (other than the Shares to be issued upon exercise of the Max Sun Warrants, which Max Sun has undertaken not to exercise between the date of the Irrevocable Undertaking and the completion of the Open Offer) or loan capital will be issued by the Company and no alteration will be made in the rights attached to any of the issued Shares pending the commencement of dealings in the fully paid Offer Shares.

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The Underwriter and undertakings

Max Sun is principally engaged in investment holding. As at the date of this announcement, (i) Max Sun is a controlling Shareholder and directly holds 3,516,537,544 Shares, representing approximately 59.50% of the issued share capital of the Company; and (ii) 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 Max Sun) directly holds 16,514,500 Shares, representing approximately 0.28% of the issued share capital of the Company. Max Sun also holds certain warrants (the ‘‘Max Sun Warrants’’) issued by the Company on 16 July 2012 in the aggregate principal amount of HK$105,000,000 expiring on 15 July 2017, all of which are still outstanding as at the date of this announcement. Pursuant to the Irrevocable Undertaking, Max Sun has undertaken not to exercise the Max Sun Warrants between the date of the Irrevocable Undertaking and completion of the Open Offer.

Pursuant to the Underwriting Agreement, Max Sun also undertakes and/or confirms to the Company, among others, that:

• (a) its obligation to subscribe for the Underwritten Shares pursuant to the Underwriting Agreement is for its own account and it shall not hold the Company to be responsible for any loss or damage to any persons arising from any such transaction except where such loss or damage arises from any breach by the Company of its obligations under the Underwriting Agreement or the fraud, gross negligence or wilful default or omission of the Company. Max Sun undertakes that it shall fully comply with all applicable laws, rules and regulations, including without limitation the Listing Rules and Takeovers Code, and its constitutional documents and shall not do anything, the doing of which shall or may cause the Company or any of its Directors to be in breach of any applicable laws, rules and regulations;

• (b) it will not, without first having obtained the prior written consent of the Company, transfer or otherwise dispose (including without limitation the creation of any option, charge or other encumbrances or rights over or in respect of) or acquire (except by taking up the Offer Shares underwritten by it and pursuant to the Underwriting Agreement and pursuant to the Irrevocable Undertaking) any Shares or any interest or voting rights therein between the date of the Underwriting Agreement and the Latest Time for Acceptance; and

• (c) if the subscription for the Offer Shares by Max Sun pursuant to the Underwriting Agreement will result in insufficient public float of the Company within the meaning of the Listing Rules, Max Sun shall take all appropriate steps including but not limited to the engagement of a placing agent to procure subscribers (who are independent third parties not connected with the directors, chief executive and substantial Shareholders or its subsidiaries or any of their respective associates (all of which within the meaning of the Listing Rules)) to subscribe for the Shares which would otherwise be required to be taken up by Max Sun under the Underwriting Agreement in order to restore the minimum public float requirement of the Company in compliance with Rule 8.08(1)(a) of the Listing Rules.

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Irrevocable Undertaking

On the date of this announcement, Max Sun has irrevocably undertaken to the Company that:

• (i) it shall remain as the beneficial owner of a total of 3,516,537,544 Shares up to and including the Latest Time for Acceptance; and it, together with the parties acting in concert with it, shall remain as the beneficial owner of a total of 3,533,052,044 Shares up to and including the Latest Time for Acceptance;

• (ii) it shall accept, subscribe and pay for the Committed Shares, and undertake to lodge with the Company its acceptance for the Committed Shares, with payment in full therefor in cash by no later than the Latest Time for Acceptance in the manner as set out in the Offering Documents; and

• (iii) it will not exercise the subscription rights attaching to any of the Max Sun Warrants, or transfer or otherwise dispose of (including without limitation the agreement to dispose of, or the creation of any option or derivative) or acquire any Shares, any interest or voting rights in the Company (save for the Committed Shares to be subscribed by it pursuant to the Open Offer or otherwise pursuant to the Underwriting Agreement) between the date of the Irrevocable Undertaking and completion of the Open Offer.

Save for the Irrevocable Undertaking, the Board has not received any information or irrevocable undertakings from any substantial Shareholders of their intention to take up their respective Offer Shares under the Open Offer.

Conditions of the Open Offer

The obligations of Max Sun under the Underwriting Agreement are conditional upon:

• (1) the Company having despatched the Circular Documents to Shareholders containing, among other matters, details of the Open Offer;

• (2) the passing by the Shareholders at the SGM by way of poll of the necessary resolution(s) approving, among others, the Arrangement;

• (3) (if required under the Companies (Winding Up and Miscellaneous Provisions) Ordinance) the delivery to the Stock Exchange for authorisation and the registration with the Registrar of Companies in Hong Kong, respectively, one copy of each of the Offering Documents duly signed by two Directors (or by their agents duly authorised in writing) as having been approved by resolution(s) of the Directors (and all other documents required to be attached thereto) not later than the Offering Memorandum Posting Date and otherwise in compliance with the Listing Rules and the Companies (Winding Up and Miscellaneous Provisions) Ordinance;

• (4) the posting of the Offering Documents to the Qualifying Shareholders and the posting of the Offering Memorandum for information only to the Excluded Shareholders on the Offering Memorandum Posting Date;

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• (5) the Listing Committee of the Stock Exchange granting or agreeing to grant (subject to allotment) and not having withdrawn or revoked the listing of and permission to deal in the Offer Shares by no later than the first day of their dealings as stated in the Offering Memorandum;

• (6) compliance with and performance of all undertakings and obligations of the Company pursuant to the terms and conditions of the Underwriting Agreement;

• (7) compliance with and performance of all undertakings and obligations of Max Sun pursuant to the terms and conditions of the Underwriting Agreement; and

• (8) the obligations of Max Sun under the Underwriting Agreement not being terminated in accordance with the terms thereof.

Save for the condition (7) above which can be waived by the Company (to the extent such condition is waivable) and conditions (6) and (8) above which can be waived by Max Sun (to the extent such conditions are waivable), none of the above conditions can be waived by the Company or Max Sun. If the conditions precedent are not fully satisfied (or waived, as the case may be) by the Latest Time for Termination or such other date and time as the Company and Max Sun may agree, the Underwriting Agreement shall be terminated and no party shall have any claim against any other party for costs, damages, compensation or otherwise save for any antecedent breaches, and the Open Offer will not proceed.

Termination or rescission of the Underwriting Agreement

If, prior to the Latest Time for Termination:

• (1) in the reasonable opinion of Max Sun, the success of the Open Offer would be materially and adversely affected by:

• (a) the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the reasonable opinion of Max Sun, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or is materially adverse in the context of the Open Offer; or

• (b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date of the Underwriting Agreement) of a political, military, financial, economic or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the reasonable opinion of Max Sun, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or materially and adversely prejudice the success of the Open Offer or otherwise makes it inexpedient or inadvisable to proceed with the Open Offer; or

• (c) any material adverse change in the business or in the financial or trading position of the Group as a whole; or

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• (d) any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic or threatened epidemic, terrorism, strike or lock-out; or

• (2) any adverse change in market conditions (including without limitation, any change in fiscal or monetary policy, or foreign exchange or currency markets, suspension or material restriction or trading in securities) occurs which in the reasonable opinion of Max Sun is likely to materially or adversely affect the success of the Open Offer or otherwise makes it inexpedient or inadvisable to proceed with the Open Offer; or

• (3) there is any change in the circumstances of the Company or any member of the Group which in the reasonable opinion of Max Sun will adversely affect the prospects of the Company, including without limiting the generality of the foregoing the presentation of a petition or the passing of a resolution for the liquidation or winding up or similar event occurring in respect of any of member of the Group or the destruction of any material asset of the Group; or

• (4) any suspension in the trading of securities generally or in the Company’s securities on the Stock Exchange for a period of more than ten consecutive Business Days, excluding any suspension in connection with the clearance of the announcement(s), circular(s) or the Offering Documents in connection with the Open Offer; or

• (5) the circular, prospectus or announcements of the Company published since the date of the Underwriting Agreement when published contain information (either as to business prospects or the condition of the Group or as to its compliance with any laws or Listing Rules or any applicable regulations) which has not prior to the date of the Underwriting Agreement been publicly announced or published by the Company and which may in the reasonable opinion of Max Sun be material to the Group as a whole and is likely to affect materially and adversely the success of the Open Offer or might cause a prudent investor not to accept the relevant Offer Shares offered to it,

Max Sun shall be entitled to, by notice in writing to the Company served prior to the Latest Time for Termination, terminate the Underwriting Agreement and no party shall have any claim against any other party for costs, damages, compensation or otherwise save for any antecedent breaches.

Max Sun shall be entitled by notice in writing to rescind the Underwriting Agreement if prior to the Latest Time for Termination:

• (i) any material breach of any of the representations, warranties or undertakings contained in the Underwriting Agreement comes to the knowledge of Max Sun; or

• (ii) any Specified Event comes to the knowledge of Max Sun.

Any such notice shall be served by Max Sun to the Company prior to the Latest Time for Termination. Upon termination or rescission of the Underwriting Agreement, the Open Offer will not proceed.

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WARNING OF THE RISKS OF DEALING IN THE SHARES

The Open Offer is conditional, among others, upon the fulfillment of the conditions set out in the section headed ‘‘Conditions of the Open Offer’’. In particular, the Open Offer is conditional upon the Underwriting Agreement having become unconditional and Max Sun not having terminated the Underwriting Agreement in accordance with the terms thereof as set out in the paragraph headed ‘‘Termination of the Underwriting Agreement’’. Accordingly, the Open Offer may or may not proceed. Any dealing in the Shares from the date of this announcement up to the date on which all the conditions of the Open Offer are fulfilled are accordingly subject to the risk that the Open Offer may not become unconditional or may not proceed. Shareholders and potential investors of the Company should therefore exercise extreme caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE MONTHS

The following states the equity fund raising activities conducted by the Group in the past twelve months immediately preceding the date of this announcement:

Date of	Date of	Event	Net proceeds	Intended use of	Actual use of
announcement	completion		(approximately)	proceeds	proceeds
17 May 2016	20 July 2016	Subscription of new	HK$447.23 million	For (i) works in the	(i) Approximately
		Shares under		Tartagal	HK$11.57 million
		specific mandate		Concession and	used as intended
				Morillo	for the works in
				Concession; (ii)	the Tartagal
				repayment of short	Concession and
				term loans; and	Morillo
				(iii) general	Concession; (ii)
				working capital, as	approximately
				more particularly	HK$112.61 million
				set out in the	used as intended
				circular of the	for the repayment
				Company dated 28	of short-term loans;
				June 2016	and (iii)
					approximately
					HK$37.83 million
					used as intended as
					general working
					capital (including
					the payment of
					interest expenses,
					consultancy fees,
					legal and
					professional fees
					and operation
					expenses in
					Argentina)

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Date of	Date of	Event	Net proceeds	Intended use of	Actual use of
announcement	completion		(approximately)	proceeds	proceeds
28 October	4 November 2016	Subscription of new	HK$110 million	For (i) repayment of	(i) Approximately
2016		shares under		short term loans;	HK$47.46 million
		general mandate		(ii) purchase of	used as intended
				equipment; and (iii)	for the repayment
				general working	of short term loan;
				capital, as more	and (ii)
				particularly set out	approximately
				in the	HK$10.29 million
				announcement of	used as intended as
				the Company dated	general working
				28 October 2016	capital (including
					payment of audit
					fee, interest
					expenses and legal
					and professional
					fees)

Save for the Open Offer and the equity fund raising exercise as stated above, the Company has not undertaken any fund raising activity in the past twelve months immediately preceding the date of this announcement.

REASONS FOR THE OPEN OFFER AND USE OF PROCEEDS

The principal activity of the Company is investment holding, and its subsidiaries are mainly engaged in exploration, development, production and sale of natural resources.

The net proceeds of the Open Offer are estimated to be approximately HK$735.16 million, which is equivalent to the net price of approximately HK$0.249 per Offer Share. The net proceeds are intended to be used for the general working capital of the Group and to strengthen and build a lucrative and balanced oil and gas portfolio of the Group when the suitable opportunities arise.

The Open Offer will strengthen the Company’s capital base and enhance its financial position. The Board considers that the Open Offer, as a means of equity financing, is an appropriate means on fair basis to provide all the Shareholders an equal opportunity to maintain their proportionate interest in the Company and participate in the future growth and development of the Company, if they so wish. In this regard, the Directors are of the view that the Open Offer is the preferred means of fund raising and is in the interests of the Company and the Shareholders as a whole.

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CHANGES IN THE SHAREHOLDING STRUCTURE

The table below sets out the shareholding structures of the Company as at the date of this announcement and, for illustrative purpose, under various scenarios immediately after the Open Offer:

Substantial Shareholder and its concert party Max Sun Chow Tai Fook Enterprises Limited* Max Sun and its concert party Public Shareholders	As at the date of this announcement No. of Shares % 3,516,537,544 59.50 16,514,500 0.28 3,533,052,044 59.78 2,377,269,948 40.22 5,910,321,992 100	Immediately after the Open Offer (assuming nil application by Qualifying Shareholders, other than Max Sun) No. of Shares % 6,471,698,540 73.00 16,514,500 0.19 6,488,213,040 73.19 2,377,269,948 26.81 8,865,482,988 100	Immediately after the Open Offer (assuming full application by Qualifying Shareholders) No. of Shares % 5,274,806,316 59.50 24,771,750 0.28 5,299,578,066 59.78 3,565,904,922 40.22 8,865,482,988 100	Immediately after the Open Offer (assuming full application by Qualifying Shareholders) No. of Shares % 5,274,806,316 59.50 24,771,750 0.28 5,299,578,066 59.78 3,565,904,922 40.22 8,865,482,988 100
				100

Notes:

• As at the date of this announcement, Max Sun holds the Max Sun Warrants and Max Sun has undertaken that the Max Sun Warrants will not be exercised before completion of the Open Offer.

• Max Sun is wholly-owned by Chow Tai Fook Nominee Limited, which is in turn held as to 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.

• ** 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 Max Sun) holds 16,514,500 Shares, representing approximately 0.28% of the issued share capital of the Company as at the date of this announcement.

Qualifying Shareholders who do not take up the Open Offer Shares to which they are entitled and Excluded Shareholders should note that their shareholding in the Company will be diluted upon the close of the Open Offer.

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EXPECTED TIMETABLE

The expected timetable for the Open Offer set out below is indicative only and is subject to change. Any such change will be announced in a separate announcement by the Company as and when appropriate. All times specified in this announcement refer to Hong Kong local time.

Despatch of Circular Documents with the notice and proxy form for SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 28 February 2017 Latest time for lodging proxy forms for the purpose of SGM . . . . . . . . 11:00 a.m. on Monday, 13 March 2017 Latest time for lodging transfer of the Shares in order to be qualified for attending and voting at SGM . . . . . . . . . . . 4:30 p.m. on Tuesday, 14 March 2017 Register of members of the Company closes . . . . . . . . . . . . . . . . . . . . . Wednesday, 15 March 2017 Date of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Wednesday, 15 March 2017 Announcement of result of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 15 March 2017 Register of members of the Company re-opens. . . . . . . . . . . . . . . . . . . . . Thursday, 16 March 2017 Last day of dealings in the Shares on a cum-entitlement basis. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 16 March 2017 First day of dealings in the Shares on an ex-entitlement basis . . . . . . . . Friday, 17 March 2017 Latest time for lodging transfer of the Shares for entitlement to the Open Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Monday, 20 March 2017 Register of members of the Company closes . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 21 March 2017 Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 21 March 2017 Register of members of the Company re-opens. . . . . . . . . . . . . . . . . . . Wednesday, 22 March 2017 Despatch of the Offering Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 27 March 2017 Latest time for application of, and payment for, the Offer Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 11 April 2017 Latest time for termination of the Underwriting Agreement. . . . . . . . 4:00 p.m. on Wednesday, 12 April 2017

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• Announcement of results of the Open Offer to be published in the respective websites of the

Stock Exchange and the Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 20 April 2017

Despatch of share certificates or refund cheques for

the Offer Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 21 April 2017

Commence dealings in the Offer Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 24 April 2017

EFFECT OF BAD WEATHER ON THE LATEST TIME FOR APPLICATION OF AND PAYMENT FOR OFFER SHARES

All times in this announcement refer to Hong Kong time. If there is a ‘‘black’’ rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong on Tuesday, 11 April 2017, being the date of the Latest Time of Acceptance:

• (i) at any time before 12:00 noon and no longer in force after 12:00 noon, the Latest Time for Acceptance will be postponed to 5:00 p.m. on the same Business Day; or

• (ii) at any time between 12:00 noon and 4:00 p.m., the Latest Time for Acceptance will be rescheduled to 4:00 p.m. on the next Business Day which does not have either of those warnings in force in Hong Kong at any time between 9:00 a.m. and 4:00 p.m..

Under such circumstances, the dates mentioned in the expected timetable above (including, without limitation, the Latest Time for Termination) may be affected.

ADJUSTMENTS RELATING TO MAX SUN WARRANTS

As at the date of this announcement, the Company has outstanding Max Sun Warrants in the aggregate principal amount of HK$105,000,000 which entitle the holders thereof to subscribe for 122,093,023 fully paid Shares at HK$0.86 per Share.

As a result of the Open Offer, there may be certain adjustments to the exercise price and numbers of the outstanding Max Sun Warrants pursuant to the relevant terms of the Max Sun Warrants. Pursuant to the terms of the Max Sun Warrants, the final results of adjustments (if any) to the subscription price of the Max Sun Warrants are subject to certification by the auditors for the time being of the Company or an approved merchant bank and will become effective following the completion of the Open Offer. Further details of final results of the adjustments (if any) to the subscription price of the Max Sun Warrants will be disclosed by the Company in further announcement(s) as and when appropriate.

GENERAL

As the Open Offer would not increase the issued share capital of the Company by more than 50%, no general meeting of the Shareholders is required to be held to approve the Open Offer pursuant to Rule 7.24(5) of the Listing Rules. However, the SGM is proposed to be held to consider and, if thought fit, approve, among others, the Arrangement pursuant to Rule 7.26A(2) of the Listing Rules.

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A circular containing, among others, (i) details of the Arrangement, the Open Offer, the Underwriting Agreement and the Irrevocable Undertaking; and (ii) a notice of SGM, will be despatched to the Shareholders as soon as practicable in accordance with the requirements of the Listing Rules.

Subject to, among other things, the Arrangement being approved by the Shareholders at the SGM, the Company will, on the Offering Memorandum Posting Date, send (i) the Offering Documents to the Qualifying Shareholders; and (ii) the Offering Memorandum (without the Application Form) to the Excluded Shareholders for information purpose only. Max Sun, Chow Tai Fook Enterprises Limited and the associates of each of them, with a material interest in the Arrangement, shall abstain from voting at the SGM.

DEFINITIONS

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

• ‘‘acting in concert’’ has the meaning ascribed to it under the Takeovers Code

• ‘‘Application Form(s)’’ the form(s) of application for Offer Shares in respect of the Open Offer to be issued to the Qualifying Shareholders

• ‘‘Arrangement’’ the arrangement that the Offer Shares not validly applied for by the Shareholders (other than the Excluded Shareholders) are not available for application by the Shareholders in excess of their assured allotments

• ‘‘associate(s)’’ has the meaning ascribed to it under the Listing Rules

• ‘‘Board’’ the board of Directors

• ‘‘Business Day’’ a day (other than a Saturday or Sunday or days on which a typhoon signal no. 8 or above or ‘‘black’’ rainstorm signal is hoisted in Hong Kong between 9:00 a.m. to 5:00 p.m.) on which banks are generally open for business more than five hours in Hong Kong

• ‘‘Circular Documents’’ the circular to the Shareholders in relation to the Open Offer and the Arrangement, the proxy form for use at the SGM and the notice convening the SGM

• ‘‘Committed Shares’’ an aggregate of 1,758,268,772 Offer Shares to be offered to Max Sun by the Company pursuant to the Open Offer

• ‘‘Companies (Winding Up the Companies (Winding Up and Miscellaneous Provisions) and Miscellaneous Ordinance), Chapter 32 of the Laws of Hong Kong (as Provisions) Ordinance’’ amended, supplemented or otherwise modified from time to time)

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• ‘‘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

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘Excluded Shareholder(s)’’

• Shareholder(s) whose names appear on the register of members of the Company at the close of business on the Record Date and whose addresses as shown on such register are outside Hong Kong and are in a place where the Directors, based on legal opinions provided by the legal advisers of the relevant jurisdictions, consider it necessary or expedient not to offer the Open Offer to such Shareholders on account either of legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’

• Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’

• the Hong Kong Special Administrative Region of the PRC

• ‘‘Irrevocable Undertaking’’

• the letter of undertaking dated 13 February 2017 given by Max Sun to the Company in relation to its irrevocable undertaking to, among others, accept the subscription and payment for the Committed Shares under the Open Offer

• ‘‘Last Trading Day’’

• 13 February 2017, being the last trading day of the Shares on the Stock Exchange prior to the issue of this announcement

• ‘‘Latest Time for Acceptance’’

• 4:00 p.m. on Tuesday, 11 April 2017 (or such other time or date as the Company and Max Sun may agree in writing), being the last day for application of, and payment for, the Offer Shares

• ‘‘Latest Time for Termination’’

• 4:00 p.m. on the Business Day immediately after the Latest Time for Acceptance or such later time or date as may be agreed between the Company and Max Sun, being the latest time to terminate the Underwriting Agreement (or such other time or date as Max Sun and the Company may agree in writing)

• ‘‘Listing Rules’’

• the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• ‘‘Max Sun’’

• Max Sun Enterprises Limited, a company incorporated in the British Virgin Islands and the Underwriter

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• ‘‘Max Sun Warrants’’

• has the meaning ascribed to it under the section headed ‘‘Underwriting arrangement and undertakings — The Underwriter and undertakings’’ in this announcement

• ‘‘Offer Share(s)’’

• Share(s) to be allotted and issued pursuant to the Open Offer

• ‘‘Offering Documents’’

• the Offering Memorandum and the Application Form

• ‘‘Offering Memorandum’’

• the offering memorandum to be despatched by the Company to the Shareholders on the Offering Memorandum Posting Date containing details of the Open Offer

• ‘‘Offering Memorandum Posting Date’’

• Monday, 27 March 2017 (or such other date as the Company and Max Sun may agree in writing), being the date of despatch of the Offering Documents

• ‘‘Open Offer’’

• the proposed offer for subscription of Shares by way of open offer at the Subscription Price to be made by the Company to the Qualifying Shareholders in the proportion of one Offer Share for every two Shares held on the Record Date in accordance with terms and conditions mentioned in this Announcement and more particularly described in the Offering Documents

• ‘‘Overseas Shareholder(s)’’ Shareholder(s) whose name(s) appear(s) on the register of members of the Company at the close of business on the Record Date and whose registered address(es) on that date is/are in (a) place(s) outside Hong Kong

• ‘‘PRC’’

• the People’s Republic of China which, for the purpose of this announcement, excludes Hong Kong, Macao Special Administrative Region of the PRC and Taiwan

• ‘‘Qualifying Shareholder(s)’’

• Shareholder(s), other than the Excluded Shareholders, whose name(s) appear(s) on the register of members of the Company on the Record Date

• ‘‘Record Date’’ Tuesday, 21 March 2017 (or such other date as the Company and Max Sun may agree in writing), being the date by reference to which entitlements to the Open Offer are to be determined

• ‘‘Settlement Date’’

• Thursday, 13 April 2017 (or such other date as the Company and Max Sun may agree in writing), being the second Business Day following the last day for application for, and payment of, the Offer Shares

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‘‘SGM’’ the special general meeting of the Company expected to be held on Wednesday, 15 March 2017 at 11:00 a.m. to approve, among others, the Arrangement

• ‘‘Share(s)’’ ordinary shares of HK$0.01 each in the issued share capital of the Company

• ‘‘Shareholder(s)’’

the holder(s) of the Share(s)

• ‘‘Specified Event’’ an event occurring or matter arising on or after the date of the Underwriting Agreement and prior to the Latest Time for Termination which if it had occurred or arisen before the date of the Underwriting Agreement would have rendered any of the warranties contained in the Underwriting Agreement untrue or incorrect in any material respect

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Subscription Price’’ HK$0.25 per Offer Share

• ‘‘Takeovers Code’’ the Hong Kong Code on Takeovers and Mergers

• ‘‘Underwriter’’ Max Sun

• ‘‘Underwriting Agreement’’

• the underwriting agreement dated 13 February 2017 entered into between the Company and Max Sun in relation to the Open Offer

• ‘‘Underwritten Shares’’

• the total number of the Offer Shares (other than the Committed Shares) which are offered to the Qualifying Shareholders to subscribe for and fully underwritten by Max Sun pursuant to the Open Offer

• ‘‘%’’ per cent

On behalf of the Board New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman

Hong Kong, 13 February 2017

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