GoFintech Quantum Innovation Limited — M&A Activity 2003

Nov 21, 2003

The Stock Exchange of Hong Kong Limited and the Securities and Future Commission of Hong Kong 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.

VICTORY RIDER LIMITED NEW TIMES GROUP (Incorporated in the British Virgin Islands with limited liability) HOLDINGS LIMITED （新時代集團控股有限公司）[*]

(Incorporated in the British Virgin Islands with limited liability)

(Incorporated in Bermuda with limited liability)

JOINT ANNOUNCEMENT

Despatch of composite offer and response document relating to unconditional voluntary cash offer by

KINGSTON SECURITIES LIMITED

on behalf of Victory Rider Limited for all the shares of New Times Group Holdings Limited (other than those shares already owned by Victory Rider Limited or parties acting in concert with it)

FINANCIAL ADVISER TO VICTORY RIDER LIMITED

KINGSTON CORPORATE FINANCE LIMITED

INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT BOARD COMMITTEE OF NEW TIMES GROUP HOLDINGS LIMITED

ALTUS CAPITAL LIMITED

The composite offer and response document (the “Composite Document”) containing, amongst other things, the details of the Offer, the advice of Altus Capital Limited (“Altus”), the independent financial adviser to the independent board committee of the Company (the “Independent Board Committee”), the recommendation and advice from the Independent Board Committee to the independent shareholders of the Company (the “Independent Shareholders”) in respect of the Offer, together with the forms of acceptance and transfer of Share(s) under the Offer and the unaudited pro forma statement of adjusted consolidated net tangible assets of the Group, was despatched to the Shareholders on 21 November 2003.

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All the existing members of the Board (including 3 executive Directors and 2 independent nonexecutive Directors) shall remain as Directors. Ms. Huang was nominated by Victory Rider and appointed by the Company to the Board as a non-executive Director immediately following the despatch of the Composite Document on 21 November 2003. Please refer to the Composite Document and the Announcements for the background information of Ms. Huang.

Reference is made to the joint announcements made by the respective boards of directors of the Company and Victory Rider dated 26 September 2003, 17 October 2003 and 31 October 2003 (the “Announcements”). Terms used in this announcement shall have the same meanings as those defined in the Announcements unless defined otherwise herein.

DESPATCH OF COMPOSITE OFFER AND RESPONSE DOCUMENT

The Composite Document containing, amongst other things, the details of the Offer, the advice of Altus, the independent financial adviser to the Independent Board Committee, and the recommendation and advice from the Independent Board Committee to the Independent Shareholders in respect of the Offer, together with the forms of acceptance and transfer of Share(s) under the Offer, was despatched to the Shareholders on 21 November 2003.

Independent Shareholders are encouraged to read the Composite Document carefully, including the advice of Altus, the independent financial adviser to the Independent Board Committee, and the recommendation and advice of the Independent Board Committee to the Independent Shareholders in respect of the Offer, before deciding whether or not to accept the Offer.

Unless the Offer is revised or extended, the latest time and date for acceptance of the Offer will be 4:00 p.m. on Friday, 12 December 2003. A teletext announcement will be made through the Stock Exchange by 7:00 p.m. on the closing date of the Offer as to whether the Offer has expired or has been revised or extended. Although the Offeror does not intend to revise or extend the closing date of the Offer, it reserves the right to do so.

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UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS

The following is a statement of the unaudited pro forma adjusted consolidated net tangible assets of the Group based on the audited consolidated balance sheet of the Group as at 31 March 2003 and adjusted as follows:

Audited consolidated net tangible assets of the Group as per its consolidated financial statements as at 31 March 2003 Net proceeds from the right issue as per the Company’s prospectus to shareholders dated 8 April 2003 Consideration paid/payable for the acquisition of Elegant Pool Limited (“Elegant Pool”) Net asset value of Elegant Pool acquired based on the unaudited management accounts as at 31 May 2003 of approximately HK$552,000, after adjusting for (i) the valuation of all properties acquired by Elegant Pool of approximately HK$14,179,000 and (ii) consideration for all the shareholder loan owing from Elegant Pool of approximately HK$61,329,000 Negative goodwill arising from the acquisition Realised loss on disposal of short term listed investments Unrealised gain of short term listed investments as at 30 September 2003 Net loss on short term listed investments Adjusted consolidated net tangible assets Pro forma adjusted unaudited net tangible assets per Share – based on 433,302,000 Shares in issue as at 21 November 2003	(70,000) 76,060 (22,421) 5,743	HK$’000 145,171 41,100 6,060 (16,678) 175,653 HK$0.41

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APPOINTMENT OF NON-EXECUTIVE DIRECTOR

All the existing members of the Board (including 3 executive Directors and 2 independent non-executive Directors) shall remain as Directors. Ms. Huang was nominated by Victory Rider and appointed by the Company to the Board as a non-executive Director immediately following the despatch of the Composite Document on 21 November 2003. Please refer to the Composite Document and the Announcements for the background information of Ms. Huang.

By order of the board of By order of the board of Victory Rider Limited New Times Group Holdings Limited Huang Ning Cheong Tin Yau Director Chairman

Hong Kong, 21 November 2003

• For identification purpose only

The sole director of Victory Rider accepts full responsibility for the accuracy of the information contained in this announcement, other than that relating to the Group, and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement, other than those relating to the Group, 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 statements in this announcement misleading.

The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, other than that relating to Victory Rider, and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement, other than that relating to Victory Rider, 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 statements in this announcement misleading.

“Please also refer to the published version of this announcement in China Daily”.

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