GoFintech Quantum Innovation Limited — M&A Activity 2009

Dec 8, 2009

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)

MEMORANDUM OF UNDERSTANDING IN RELATION TO PROPOSED ACQUISITION

This announcement is made pursuant to Rule 13.09(1) of the Listing Rules.

On 8 December 2009, the Purchaser entered into the MOU with the Vendor in relation to the Proposed Acquisition to acquire 90% of the equity interests of the Target Company, at an initially agreed consideration of HK$630 million.

Based on the information provided by the Vendor, the principal assets of the Target Company primarily comprise its three producing gold mines with certain gold mining licences which are located within the rich gold mineralisation shear zones in Qinglong Manchu Autonomous County, Hebei Province, the PRC.

The MOU does not legally oblige either parties thereto to proceed with the Proposed Acquisition which is subject to the execution of the Formal Agreement by the parties.

Shareholders and potential investors of the Company should note that the Proposed

Acquisition may or may not materialise. The Proposed Acquisition, if materialised, may constitute a notifiable transaction for the Company under Chapter 14 of the Listing Rules and the Company shall comply with the relevant disclosure and/or shareholders’ approval requirements under the Listing Rules where appropriate. Shareholders and potential investors of the Company should exercise caution when dealing in the Shares.

This announcement is made pursuant to Rule 13.09(1) of the Listing Rules.

* For identification purposes only

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MEMORANDUM OF UNDERSTANDING

On 8 December 2009, the Purchaser entered into the MOU with the Vendor in relation to the Proposed Acquisition to acquire 90% of the equity interests of the Target Company, at an initially agreed consideration of HK$630 million. Based on the information provided by the Vendor, the principal assets of the Target Company primarily comprise its three producing gold mines (the “ Mines ”) with certain gold mining licences which are located within the rich gold mineralisation shear zones in Qinglong Manchu Autonomous County, Hebei Province, the PRC.

Date

8 December 2009

Parties

Purchaser : Techno Wealth Limited, an indirectly wholly-owned subsidiary of the Company Vendor : Dencorn International Limited

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, the Vendor and its ultimate beneficial owner(s) are Independent Third Parties.

Assets to be acquired

The Sale Shares, representing 90% equity interest in the Target Company

Consideration

Pursuant to the MOU, the consideration for the Proposed Acquisition is initially agreed at HK$630 million. The consideration for the Proposed Acquisition shall be satisfied by the payment of cash (including the Deposit as defined herein) and the allotment and issue of new Shares by the Company, at an issue price per new Share to be determined basing on the average closing price of the five trading days immediately prior to the signing of the Formal Agreement. The final settlement terms regarding the consideration for the Proposed Acquisition will be subject to the terms set out in the Formal Agreement.

According to the MOU, the Purchaser shall use its best endeavour to procure the Company, within five Business Days upon execution of the MOU, to pay to the Vendor a sum of HK$30 million as the refundable deposit for the Proposed Acquisition (the “ Deposit ”).

Other major terms

Pursuant to the MOU, both the Purchaser and the Vendor will use their best endeavour to execute the Formal Agreement on or before 5 February 2010 (or such later date to be agreed by the parties). The Vendor shall not negotiate with, transfer or enter into any agreements with any other third parties with respect to any company, properties, gold exploration licences and gold mining licences of the Mines contemplated under the MOU from the date of the MOU to 5 February 2010 (or such later date as agreed by the parties) (the “ Exclusivity Period ”).

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The Vendor entered into the Shares Transfer Agreement on 17 August 2009 with Mr. Sun in respect of the acquisition of the Sale Shares by the Vendor from Mr. Sun. Pursuant to the MOU, the Vendor has undertaken to provide the Purchaser with the relevant documents evidencing that (i) the Vendor is the holder of the 60% equity interest (being part of the Sale Shares) in the Target Company; and (ii) the 30% equity interest (being the remaining part of the Sale Shares) has been pledged to the Vendor or its subsidiaries pursuant to PRC laws and regulations with such pledge guaranteed by Mr. Sun, to the satisfaction of the Purchaser on or before 31 January 2010 (or such later date as agreed by the parties).

The Vendor has further undertaken to the Purchaser that assistance will be provided to the Purchaser and its agents to conduct all related due diligence review on the Target Company and the Mines.

In the event that either the Purchaser or the Vendor fails to enter into the Formal Agreement (due to whatever reason) during the Exclusivity Period, the Vendor shall refund the Deposit in full without any interest to the Purchaser or the Company within five Business Days after the expiration of the Exclusivity Period. The rights and obligations of either parties will then be released and no party shall have any claim against the other in respect of any direct or indirect loss arising out of the MOU.

The MOU does not legally oblige either parties thereto to proceed with the Proposed Acquisition which is subject to the execution of the Formal Agreement by the parties. In any event, the Purchaser shall have the absolute right to decide whether or not to execute the Formal Agreement.

REASONS FOR THE PROPOSED ACQUISITION

The principal activity of the Company is investment holding, and its subsidiaries are mainly engaged in general trading, oil exploration and exploitation, energy and natural resources related business.

As stated in the interim report for the six months ended 30 June 2009 of the Company, the Group’s strategy is to focus on its business development not only on oil exploration and exploitation but also on businesses in other natural resources such as coal, non-ferrous and precious metal. The Group has been exploring potential business opportunities in the natural resources sector with a view to enhancing its earning potential in the long run. The Directors consider the Proposed Acquisition may constitute a good opportunity to venture into a new business line and broaden its revenue base. The Directors expect that the Proposed Acquisition, if materialised, will mark a significant step to realise the strategy of the Group to further expand its business in the natural resources sector. Meanwhile, the Company will continue to explore further business opportunities with good business potential and growth prospects with an aim to enhancing Shareholders’ return.

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GENERAL

Shareholders and potential investors of the Company should note that the Proposed Acquisition may or may not materialise. The Proposed Acquisition, if materialised, may constitute a notifiable transaction for the Company under Chapter 14 of the Listing Rules and the Company shall comply with the relevant disclosure and/or shareholders’ approval requirements under the Listing Rules where appropriate. Shareholders and potential investors of the Company should exercise caution when dealing in the Shares.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

“Board”	the board of Directors
“Business Days”	means any days on which the Stock Exchange is open for the
	business of dealing in securities
“Company”	New Times Energy Corporation Limited, a company
	incorporated in Bermuda, the shares of which are listed on
	the main board of the Stock Exchange
“Director(s)”	the director(s) of the Company
“Formal Agreement”	the formal sale and purchase agreement which may be
	entered into by the Vendor and the Purchaser in relation to
	the Proposed Acquisition
“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
“Independent Third Party(ies)”	any person(s) or company(ies) and their respective ultimate
	beneficial owner(s) which, to the best of the Directors’
	knowledge, information and belief having made all
	reasonable enquiries, are third parties independent of the
	Company and its connected persons in accordance with the
	Listing Rules
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“MOU”	the memorandum of understanding dated 8 December 2009
	entered into by the Vendor and the Purchaser in relation to
	the Proposed Acquisition

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• “Mr. Sun” 孫竟祖先生 (Mr. Sun Jingzu)*, being the seller under the Shares Transfer Agreement

• “PRC” the People’s Republic of China which for the purpose of this announcement shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “Proposed Acquisition” the possible acquisition by the Purchaser from the Vendor of the Sale Shares as contemplated in the MOU

• “Purchaser” Techno Wealth Limited, a company incorporated in the British Virgin Islands and an indirectly wholly-owned subsidiary of the Company

• “Sale Shares” 90% equity interest in the Target Company “Share(s)” ordinary share(s) of par value of HK$0.10 each in the share capital of the Company

• “Shareholder(s)” holder(s) of the Share(s) “Shares Transfer Agreement” the share transfer agreement entered into on 17 August 2009 by the Vendor and Mr. Sun in respect of the acquisition of the Sale Shares by the Vendor from Mr. Sun

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Target Company” 青龍滿族自治縣宏文黃金有限責任公司 (Qinglong Manchu Autonomous County Hongwen Gold Company Limited)*, a company incorporated in the PRC and to be owned as to 90% by the Vendor upon completion of the Shares Transfer Agreement

• “Vendor” Dencorn International Limited, a company incorporated in British Virgin Islands and is an Independent Third Party

• “%” percentage

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

Hong Kong, 8 December 2009

As at the date of this announcement, the Board comprises eight Directors, of which two are executive Directors, namely Mr. Cheng Kam Chiu, Stewart and Mr. Cheng Ming Kit, three non-executive Directors, namely Mr. Pei Cheng Ming, Michael, Mr. Wong Man Kong, Peter and Mr. Chan Chi Yuen; and three independent non-executive Directors, namely Mr. Fung Chi Kin, Mr. Fung Siu To, Clement and Mr. Chiu Wai On.

* For identification purposes only

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