GoFintech Quantum Innovation Limited — M&A Activity 2008

Dec 1, 2008

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims 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 GROUP HOLDINGS LIMITED 新時代集團控股有限公司[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 166)

FOURTH SUPPLEMENTAL AGREEMENT IN RELATION TO VERY SUBSTANTIAL ACQUISITION

FOURTH SUPPLEMENTAL AGREEMENT

On 19 October 2008, the Company announced that it has received from an independent valuer the indicative valuation of the Concessions in the amount of approximately US$1.5 billion (equivalent to approximately HK$11.7 billion). In light of such information, the Acquisition may not take place as Completion is conditional on the Company having obtained an official valuation report acceptable to the Company prepared and issued by a firm of independent valuers nominated by the Company showing the value of the Concessions being not less than US$15 billion. However, the Company and the Vendors intend to re-negotiate the terms of the Original Agreements with a view to entering into a supplemental agreement with the effect of amending the old terms of the Original Agreements and reaching new terms and conditions for the Acquisition.

As additional time is required for the re-negotiation of the terms and conditions for the Acquisition, on 28 November 2008, the Company, the Vendors and the Target entered into the Fourth Supplemental Agreement pursuant to which the Company and the Vendors have agreed to extend the Long Stop Date from 28 November 2008 to 12 December 2008 (or such later date as the Company and the Vendors may agree) to allow more time for the aforesaid re-negotiation.

FOURTH SUPPLEMENTAL AGREEMENT

Reference is made to the announcements dated 25 October 2007, 1 November 2007, 14 November 2007, 15 November 2007, 1 April 2008, 2 May 2008, 13 August 2008, 1 September 2008 and 19 October 2008 (together, the “Previous Announcements”), relating to the Original Agreements whereby the Company has proposed to acquire the Sale Interests at the Consideration of approximately HK$10.3 billion. Terms used herein shall have the same meanings as those defined in the Previous Announcements unless the context requires otherwise.

* for identification only

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On 19 October 2008, the Company announced that it has received from an independent valuer the indicative valuation of the Concessions in the amount of approximately US$1.5 billion (equivalent to approximately HK$11.7 billion). In light of such information, the Acquisition may not take place as Completion is conditional on the Company having obtained an official valuation report acceptable to the Company prepared and issued by a firm of independent valuers nominated by the Company showing the value of the Concessions being not less than US$15 billion.

However, the Company and the Vendors intend to re-negotiate the terms of the Original Agreements with a view to entering into a supplemental agreement with the effect of amending the old terms of the Original Agreements and reaching new terms and conditions for the Acquisition.

Pursuant to the Original Agreements, Completion is conditional upon the fulfillment of the conditions precedent under the Original Agreements by 28 November 2008 (or such later date as the Company and the Vendors may agree) (the “Long Stop Date”). As additional time is required for the re-negotiation of the terms and conditions for the Acquisition, the Company, the Vendors and the Target entered into the Fourth Supplemental Agreement on 28 November 2008 pursuant to which the Company and the Vendors have agreed to extend the Long Stop Date from 28 November 2008 to 12 December 2008 (or such later date as the Company and the Vendors may agree) to allow more time for the aforesaid re-negotiation.

Save for the above, all other terms and conditions of the Original Agreements shall remain valid and unaffected by the Fourth Supplemental Agreement. As at the date of this announcement, none of the conditions has been fulfilled.

By order of the Board New Times Group Holdings Limited Cheng Kam Chiu, Stewart Executive Director

Hong Kong, 1 December 2008

As at the date of this announcement, the Board comprises nine Directors, of which four are executive Directors, namely Mr. Tse On Kin, Mr. Cheng Kam Chiu, Stewart, Mr. Cheng Chi Him and Mr. Li Guoping; three non-executive Directors, namely Mr. Pei Cheng Ming, Michael, Mr. Wong Man Kong, Peter, and Mr. Chan Chi Yuen; and two independent nonexecutive Directors, namely Mr. Fung Chi Kin, and Mr. Chiu Wai On.

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