GoFintech Quantum Innovation Limited — M&A Activity 2010

Feb 18, 2010

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 in 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)

VERY SUBSTANTIAL ACQUISITION IN RELATION TO THE ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF FORTUNE EASE HOLDINGS LIMITED AND RESUMPTION OF TRADING

Financial advisor to the Company

VERY SUBSTANTIAL ACQUISITION

Reference is made to the announcement of the Company dated 8 December 2009 in relation to the MOU. Subsequent to the signing of the MOU, on 6 February 2010, the Purchaser, the Vendor, Hongwen Gold and Mr. Sun entered into the Agreement, pursuant to which the Purchaser agreed to acquire and the Vendor agreed to dispose of the Sale Share and assign the Shareholder’s Loan to the Purchaser at a total consideration of HK$600 million.

The Consideration for the Acquisition is HK$600 million (subject to adjustment as described herein) and shall be settled as to (i) HK$30 million which was already paid by the Purchaser to the Vendor as part of the Consideration according to the MOU; (ii) approximately HK$30 million to be paid by the Purchaser by way of cash within two Business Days after the signing of the Agreement; and (iii) the remaining balance of approximately HK$540 million to be paid by the Purchaser by way of allotment and issue of the Consideration Shares, subject to the adjustment mechanism as described herein.

* For identification purpose only

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As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Acquisition is more than 100%, the Acquisition constitutes a very substantial acquisition for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

As at the date of this announcement, the Vendor and its associates do not own or hold any Shares. Since no Shareholders have any material interest in the Acquisition, no Shareholders are required to abstain from voting at the SGM on the resolution to approve the Agreement and the transactions contemplated thereunder.

A circular containing, among others, (i) further details of the Acquisition; (ii) the financial information of the Group; (iii) the financial information of the Target Group; (iv) the technical report as required by Chapter 18 of the Listing Rules to be prepared by SRK Consulting on the Gold Mines under the guidelines of the Valmin Code which incorporates the JORC Code; and (v) a notice of the SGM will be despatched to the Shareholders as soon as practicable in accordance with the relevant requirements of the Listing Rules.

SUSPENSION AND RESUMPTION OF TRADING IN THE SHARES

At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on 8 February 2010 pending release of this announcement. Application has been made by the Company for resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 19 February 2010.

BACKGROUND

Reference is made to the announcement of the Company dated 8 December 2009 in relation to the MOU. Subsequent to the signing of the MOU, on 6 February 2010, the Purchaser, the Vendor, Hongwen Gold and Mr. Sun entered into the Agreement, pursuant to which the Purchaser agreed to acquire and the Vendor agreed to dispose of the Sale Share and assign the Shareholder’s Loan to the Purchaser at a total consideration of HK$600 million.

THE AGREEMENT

Date 6 February 2010

Parties

1. Techno Wealth Limited, an indirect wholly-owned subsidiary of the Company as the Purchaser

2. Dencorn International Limited as the Vendor

3. Hongwen Gold

4. Mr. Sun

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The Vendor, which is incorporated in the British Virgin Islands and engaged in investment holding, legally and beneficially owns the entire issued share capital of the Target Company as at the date of this announcement. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Vendor together with its ultimate beneficial owners, are Independent Third Parties.

On 17 August 2009, the Vendor entered into a share transfer agreement with Mr. Sun in respect of the acquisition of the 90% equity interest in Hongwen Gold by the Vendor from Mr. Sun. Save as aforesaid, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Vendor and each of its directors, and ultimate beneficial owners are independent of and not connected with Mr. Sun, who is an Independent Third Party.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Vendor and each of its directors, and ultimate beneficial owners are independent of and not connected with the vendors of the very substantial acquisition of the Company as detailed in the announcement of the Company dated 6 January 2009 and their respective directors and ultimate beneficial owners.

Assets to be acquired

The Sale Share, representing the entire issued share capital of the Target Company (which in turn indirectly holds 90% equity interest in Hongwen Gold) and the Shareholder’s Loan.

Consideration

Pursuant to the Agreement, the Consideration for the Acquisition is HK$600 million (subject to adjustment as described herein). The Consideration shall be settled in the following manner:

• (i) as to the sum of HK$30 million which was already paid by the Purchaser to the Vendor as part of the Consideration according to the MOU;

• (ii) as to the sum of approximately HK$30 million to be paid by the Purchaser by way of cash within two Business Days after the signing of the Agreement; and

• (iii) as to the remaining balance of approximately HK$540 million to be paid by the Purchaser by way of allotment and issue of the Consideration Shares to the Vendor and/ or its nominees (as the Vendor may direct) by the Company on the Completion Date, at HK$0.34 per Consideration Share which was determined after arm’s length negotiations between the Purchaser and the Vendor with reference to the prevailing market price of the Shares.

Adjustment to the Consideration

Pursuant to the Agreement, in the event that the amount of liabilities of Hongwen Gold due to external parties as shown on its management account as at the Completion Date exceeds RMB2.0 million, the Purchaser shall notify Mr. Sun in writing and Mr. Sun shall pay to the Purchaser an amount equal to the excess of the actual liabilities of Hongwen Gold as at the Completion Date over RMB2 million within five Business Days from the date of receipt of

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such written notice. Mr. Sun also agreed to indemnify in favour of the Purchaser and Hongwen Gold in respect of any liabilities of Hongwen Gold (including contingent liabilities) in excess of and over RMB2 million.

In the event that within two years from the Completion Date, the gold resources of the Gold Mines which attains or exceeds the level of inferred resources under JORC Code as confirmed in a written report prepared by the exploration institute approved by the Purchaser exceeds 50 tonnes, the Purchaser shall, within 21 Business Days from the receipt of such written report and subject to the relevant requirements of the Listing Rules, procure the Company to allot and issue 294,117,648 new Shares (the “ Additional New Shares ”) at HK$0.34 per new Share, which are equivalent to approximately HK$100 million (the “ Additional Consideration ”), to the Vendor and/or its nominees. The Vendor agreed not to and shall procure its nominees not to transfer or dispose of (or enter into any agreement to transfer or dispose of) Additional New Shares or any of its rights therein by any means within three months after the allotment and issue of such Shares by the Company.

The Consideration and the Additional Consideration have been arrived at after arm’s length negotiations between the Purchaser and the Vendor and was determined with reference to (i) the gold ore resource estimate of up to about 3.9 million tonnes (with the amount of gold metal of about 21,000 kilograms) in respect of the Gold Mines; (ii) the prevailing market price of gold; and (iii) the future prospect of the gold mining business in the PRC.

Conditions precedent

Completion shall be conditional upon the satisfaction (or waiver given by the Purchaser in writing) of a number of conditions precedent summarised below:

• (i) the Purchaser being satisfied with the written evidences showing that the Vendor indirectly held 90% shareholding interests in Hongwen Gold;

• (ii) the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Consideration Shares;

• (iii) the obtaining of the Shareholders’ approval on the Agreement and the transactions contemplated thereunder at the SGM in accordance with the requirements of the Listing Rules;

• (iv) each of the member companies of the Target Group having obtained all necessary operation permits or licences, including but not limited to, approval on the environmental assessment report, sewage permits and other environmental protection related documents, gold mining approval certificates, gold mining licences, safety production permits, land use rights certificates and building ownership certificates and having these permits, licences and certificates changed and renewed for effectiveness;

• (v) the memorandum and articles of association of Hongwen Gold being registered with the State Administration for Industry and Commerce of the PRC to the satisfaction of the Purchaser not later than 28 February 2010, including but not limited to, indicating that (1) the 90% shareholding interest in Hongwen Gold being duly owned by the Vendor; and

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(2) composition of the board of Hongwen Gold (the “ Hongwen Board ”) to be comprised of seven directors of whom six (including the chairman of the Hongwen Board) shall be appointed by the Vendor through its subsidiary and one shall be appointed by the 10%shareholder of Hongwen Gold;

• (vi) all necessary regulatory approvals, registration and related records in connection with the transactions contemplated under the Agreement having been obtained and continuing in force;

• (vii) the Purchaser being satisfied with the results of the due diligence review on the legal, financial and other aspects of the Target Group;

• (viii) the Purchaser being satisfied with the written evidences showing the legitimate mining areas covered by the exploration and mining licences held by Hongwen Gold amount to 6.3549 square kilometres before the integration of gold mines and 11.853 square kilometres after the integration of gold mines;

• (ix) all necessary internal approval procedures in respect of the Purchaser, the Vendor, the Target Company and the Company as required under the Agreement having been completed and enforced;

• (x) certain key personnel of Hongwen Gold as set out in the Agreement having executed the non-competition undertakings in the form as required under the Agreement;

• (xi) there is no material adverse changes on the operation of Hongwen Gold from the date of the Agreement up to the Completion Date;

• (xii) the general manager, six directors and chief financial officer of Hongwen Gold nominated by the Purchaser having been appointed and such appointments shall become effective no later than 28 February 2010;

• (xiii) the obtaining of PRC, British Virgin Island and Hong Kong legal opinions in such form and substance to the satisfaction of the Purchaser regarding the Agreement and the transactions contemplated thereunder;

• (xiv) the obtaining of technical reports (in the form and substance to the satisfaction of the Purchaser) from SRK Consulting appointed by the Company providing an independent technical assessment of each of the Gold Mines;

• (xv) written evidence to the satisfaction of the Purchaser being provided by the Vendor showing the Shareholder’s Loan amounts to HK$31,096,874.93 as at the date of Agreement and the Completion Date;

• (xvi) written evidence to the satisfaction of the Purchaser being provided by the Vendor showing (i) the liabilities of Champion City due to its third party creditor (apart from its shareholder) to be no more than HK$28,350,700 and (ii) the liabilities of Champion City due to the Target Company to be no more than HK$31,087,082.73, as at the date of Agreement and the Completion Date; and

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• (xvii) the representations, warranties and undertakings provided by the Vendor, Mr. Sun and Hongwen Gold under the Agreement remaining true, accurate and complete in all material respects as at the Completion Date.

The Purchaser may in its sole and absolute discretion at any time before Completion waive any of the above conditions (save and except conditions numbered (ii) and (iii) above) by rendering notice in writing to other parties to the Agreement. If the above conditions have not been satisfied (or as the case may be, waived by the Purchaser) on or before 30 April 2010, or such later date as the Purchaser and the Vendor may agree, the Purchaser shall be entitled to terminate the Agreement by giving written notice (the “ Termination Notice ”) to the Vendor. The Vendor shall refund the deposit (being the cash portion of the Consideration) in the sum of approximately HK$60 million in full without any interest to the Purchaser within five Business Days from the date of the receipt of the Termination Notice. In such event, the Purchaser shall not be responsible for any loss of the other parties to the Agreement, their shareholders or controllers.

Completion

Completion shall take place on the Completion Date.

CONSIDERATION SHARES

The Consideration Shares will be issued at HK$0.34 per Consideration Share. The issue price was determined after arm’s length negotiations between the Company and the Vendor, with reference to the prevailing market price of the Shares which represents:

• (i) a premium of approximately 6.25% over the closing price of HK$0.32 per Share on the Last Trading Day as quoted on the Stock Exchange on the date of this announcement;

• (ii) a premium of approximately 6.25% over the average closing price per Share of approximately HK$0.32 for the last five trading days up to and including the Last Trading Day;

• (iii) a premium of approximately 3.03% over the average closing price per Share of approximately HK$0.33 for the last ten trading days up to and including the Last Trading Day;

• (iv) the average closing price per Share of approximately HK$0.34 for the last 30 trading days up to and including the Last Trading Day; and

• (v) a discount of approximately 81.72% to the unaudited consolidated net assets value attributable to equity holders of the Company per Share of approximately HK$1.86 as at 30 June 2009 (as calculated by the equity attributable to equity holders of the Company of approximately HK$2,289.4 million as at 30 June 2009 and the weighted average number of Shares of 1,231,745,719 as at 30 June 2009, as extracted from the interim report for the six months ended 30 June 2009 of the Company).

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When allotted and issued, the Consideration Shares will represent approximately:

• (i) 24.66% of the existing issued share capital of the Company; and

• (ii) 19.78% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares.

The Consideration Shares are to be issued by the Company under a specific mandate to be approved by the Shareholders at the SGM. The Consideration Shares, when allotted and issued, will rank pari passu in all respects with all the Shares then in issue. The Vendor agreed not to and shall procure its nominees not to transfer and dispose of (or enter into any agreement to transfer or dispose of) the Consideration Shares or any of its rights by any means within three months after the allotment and issue of the Consideration Shares by the Company.

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

UNDERTAKING BY THE VENDOR, MR. SUN AND HONGWEN GOLD

Pursuant to the Agreement, the Vendor, Mr. Sun and Hongwen Gold jointly and severally agree and undertake to the Purchaser to procure that, among others, the actual amount of gold produced by the Target Group for the 12-month period commencing from the Completion Date will not be less than 14,000 ounces.

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SHAREHOLDING STRUCTURE OF THE TARGET GROUP

Set out below are the shareholding structures of the Target Group (i) immediately before Completion; and (ii) immediately upon Completion:

(i) Immediately before Completion

(ii) Immediately upon Completion

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Vendor Purchaser
100% 100%
Target Company Target Company
100% 100%
Champion City Champion City
100% 100%
Shenzhen Zhuo De Shenzhen Zhuo De
Sheng Sheng
100% 100%
Shenzhen Wan Kai Shenzhen Wan Kai
Sheng Sheng
90% 90%
Hongwen Gold Hongwen Gold
Gold Mines Gold Mines
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Information on the Target Company, Champion City, Shenzhen Zhuo De Sheng and Shenzhen Wan Kai Sheng

The Target Company is an investment holding company incorporated in the British Virgin Islands on 24 September 2009 and its entire issued share capital of US$1 is wholly owned by the Vendor as at the date of this announcement. The Target Company is principally engaged in investment holding and it has not carried out any business or trading since its incorporation, except that it has acquired the 100% interest in Champion City. As such its net asset value primarily represents its paid-up capital of US$1 and no material items are recorded under its profit and loss statement as at the date of this announcement. As at the date of this announcement, the Target Company has the Shareholder’s Loan, which will be assigned to the Purchaser upon Completion.

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Champion City is an investment holding company incorporated in Hong Kong on 30 September 2009 and it has not carried out any business or trading since its incorporation, except that it has acquired the 100% interest in Shenzhen Zhuo De Sheng. As such, its net asset value primarily represents its paid-up capital of HK$1 and no material items are recorded under its profit and loss statement as at the date of this announcement. Champion City is wholly owned by the Target Company. As at the date of this announcement, Champion City has an amount due to an associate of the Vendor of about HK$28.4 million, which amount will be repaid by the Purchaser after the Completion Date.

Shenzhen Zhuo De Sheng was incorporated in the PRC on 25 December 2009. Shenzhen Zhuo De Sheng has not carried out any business or trading since its incorporation, except that it has acquired the 100% interest in Shenzhen Wan Kai Sheng. As such its net asset value primarily represents its registered capital of HK$17 million and no material items are recorded under its profit and loss statement as at the date of this announcement. Shenzhen Zhuo De Sheng is a foreign investment enterprise wholly owned by Champion City as at the date of this announcement.

Shenzhen Wan Kai Sheng was incorporated in the PRC on 18 December 2009. Shenzhen Wan Kai Sheng has not carried out any business or trading since its incorporation, except that it has acquired the 90% interest in Hongwen Gold. As such its net asset value primarily represents its registered capital of RMB10 million and no material items are recorded under its profit and loss statement as at the date of this announcement. Shenzhen Wan Kai Sheng is wholly owned by Shenzhen Zhuo De Sheng as at the date of this announcement.

Information on Hongwen Gold

Hongwen Gold was incorporated in the PRC on 19 March 2004. Its business scope includes mining, refinery and sale of gold. Hongwen Gold is owned as to 90% by Shenzhen Wan Kai Sheng and as to 10% by the spouse of Mr. Sun as at the date of this announcement.

Based on the unaudited management accounts of Hongwen Gold prepared based on the PRC GAAP, its net asset value as at 31 December 2009 was about RMB3.9 million. Set out below is the financial information extracted from the unaudited management accounts of Hongwen Gold for each of the two years ended 31 December 2008 and 2009.

	For the year ended	For the year ended
	31 December
	2009	2008
	(unaudited)	(unaudited)
	RMB’000	RMB’000
Turnover	34,017	45,970
Losses before taxation and extraordinary items	(6,712 )	(4,590 )
Losses after taxation and extraordinary items	(6,712 )	(4,590 )

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Information on the Gold Mines

The Gold Mines comprise three gold mines, namely Banbishan Gold Mine, Sanjia Gold Mine and Qingheyan Gold Mine, which are located within the gold mineralisation shear zones in Qinglong Manzu Autonomous County, Hebei Province, the PRC. The Gold Mines currently in aggregate have a total mining area of approximately 6.3549 sq. km. and contains gold ore resources estimates of approximately 3.9 million tonnes (with the amount of gold metal of about 21,000 kilograms), based on the respective gold mine resources investigation reports prepared by 河北省地礦局第五地質大隊 (Hebei Province Geological Mining Bureau 5 Geology Team). Each of the Gold Mines has already commenced exploitation work with certain mining areas currently with production suspended due to reasons as described below. Most of the revenue of Hongwen Gold was derived from the sale of products including gold concentrates and coarse gold to Independent Third Parties. Currently, major customers of Hongwen Gold are engaged in the business of gold refinery.

The Gold Mines were previously held by 青龍滿族自治縣黃金管理局 (Qinglong Manzu Autonomous County Gold Management Bureau) (the “ Qinglong Gold Management Bureau ”). As a result of part of the gold mine restructuring scheme by Qinglong Gold Management Bureau in late 2003, four gold mines (including Sanjia Gold Mine, Banbishan Gold Mine, Qingheyan Gold Mine and Xiang Shui Gou Gold Mine) held by it were being disposed to the founding shareholders of Hongwen Gold (the “ Founding Shareholders ”). On 19 March 2004, the Founding Shareholders established Hongwen Gold, a privately owned enterprise, for the purpose of holding these four gold mines. Further on 16 April 2009, Hongwen Gold entered into an agreement (the “ Disposal Agreement* ”) with an Independent Third Party to dispose of its mining rights and other assets and liabilities of Xiang Shui Gou Gold Mine. According to the Disposal Agreement, Hongwen Gold disposed of merely the mining rights and other assets and liabilities of Xiang Shui Gou Gold Mine to such Independent Third Party. Xiang Shui Gou Gold Mine did not have any sharing of infrastructures between the Gold Mines and the personnel (including the management) and equipments and/or machineries for the Gold Mines remain in the Target Group and therefore, operation and management of the Gold Mines would not be affected. For the avoidance of doubt, as at the date of this announcement, the Gold Mines (the principal assets of the Target Group) comprise Banbishan Gold Mine, Sanjia Gold Mine and Qingheyan Gold Mine, but do not include Xiang Shui Gou Gold Mine.

Hongwen Gold is required by relevant regulations in the PRC to obtain 開採黃金礦產批准 書 (the “ Gold Mining Approval Certificate ”) for gold mining operation in respect of each of the Gold Mines. Hongwen Gold has not yet obtained the Gold Mining Approval Certificate in respect of the Gold Mines. In September 2009, Hongwen Gold has filed an application for the Gold Mining Approval Certificate with 青龍滿族自治縣工業促進局 (the “ Qinglong Industrial Bureau ”), the responsible authority for the relevant approval. According to the confirmation jointly issued by the Qinglong Industrial Bureau and 青龍滿族自治縣發展改 革局 (the “ Qinglong Development and Reform Bureau ”), Hongwen Gold’s application for Gold Mining Approval Certificate has fulfilled the relevant statutory and legal requirements and Hongwen Gold, since its establishment, has possessed the relevant business license, mining licenses, safety production permit and waste discharge permits, and has legitimately engaged in the business of gold mining and production. As advised by the PRC legal advisor of the Company, although it is difficult to estimate the timing required to obtain the Gold Mining Approval Certificate, Hongwen Gold should not encounter any substantive legal impediment for obtaining the required Gold Mining Approval Certificate for the Gold Mines.

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The land use rights certificates and building ownership certificates for the parcels of land (with an aggregate area of about 175,953 sq.m., the “ Lands ”) and the buildings situated thereon (with a gross floor area of 12,339 sq.m., the “ Buildings ”) on the Gold Mines which were occupied by Hongwen Gold, are registered under the predecessor company of the Gold Mines. According to the sale and purchase agreement between Qinglong Gold Management Bureau and the Founding Shareholders, it is stipulated that the purchaser of the Gold Mines should have legal rights to occupy and use the Lands and Buildings. Also, according to the confirmation dated 28 January 2010 jointly issued by 青龍滿族自治縣國土資源局 and 青 龍滿族自治縣房地產產權產籍監理所, Hongwen Gold is in compliance with the relevant PRC laws and regulations to use the Lands and Buildings. Hongwen Gold has already applied to relevant government authorities to change the names of the titles of the land use rights certificates and building ownership certificates to Hongwen Gold. As advised by the PRC legal advisor of the Company, it is not stipulated in the relevant laws and regulations in the PRC the required time for such change of names of the titles and the Directors and the Vendor were not able to estimate the timing for completing the change. The PRC legal advisor of the Company advised that there will be no substantive legal impediment for the change of names of the titles of the Lands and Buildings to Hongwen Gold. The PRC legal advisor of the Company also advised that based on the aforesaid confirmation, no illegal production and operation of Hongwen Gold caused by its use of any of the Lands and Buildings is discovered.

1. Sanjia Gold Mine (三家金礦)

Sanjia Gold Mine consists of two areas, in respect of which the Ministry of Land and Resources has granted to Hongwen Gold the respective gold mining licenses: (i) a mining area of about 1.17 sq. km. with approved designed production capacity of 11,000 tonnes per annum from November 2008 to November 2012 (the “ Sanjia Mine A ”); and (ii) a mining area of about 0.21 sq. km with approved designed production capacity of 500 tonnes per annum for the period from May 2009 to May 2011 (the “ Sanjia Mine B ”).

Sanjia Gold Mine is located in Ma Juan Zi Town, Qinglong Manzu Autonomous County, Hebei Province, the PRC (河北省青龍滿族自治縣馬圈子鄉). Based on the 三家金礦資 源儲量地質調查報告 (Sanjia Gold Mine Resources Investigation Report) prepared by 河 北省地礦局第五地質大隊 (Hebei Province Geological Mining Bureau 5 Geology Team) dated November 2009, the Sanjia Gold Mine had a gold ore resource estimate of up to about 670,000 tonnes (with the amount of gold metal of about 6,900 kilograms). Sanjia Gold Mine, making use of the underground mining method, produced and sold gold concentrates. Major existing infrastructures of Sanjia Gold Mine include paved roads, water supply facility and electricity supply facility.

The relevant safety production permit for Sanjia Mine B expired in June 2009 and Hongwen Gold was required by the relevant government authority to rectify certain infrastructure problems of Sanjia Mine B (including sewage systems) to fulfil the safety requirement in March 2009. The operation of Sanjia Mine B has suspended since the expiration of the safety production permit. Hongwen Gold has applied for the renewal of the safety production permit in August 2009 and the relevant government authority is currently in the process of reviewing and approving the renewal application. It is expected that Sanjia Mine B will resume the operation once the renewed safety production permit is granted. As advised by the PRC legal advisor of the Company, it is not stipulated in the relevant laws and regulations the required time for the approval

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process and the Directors and the Vendor were not able to estimate the timing for completing the approval. The PRC legal advisor is of the view that subject to the rectification of the infrastructure problems in Sanjia Mine B, they did not discover any substantive legal impediment for Hongwen Gold to obtain the relevant safety production permit for Sanjia Mine B.

2. Banbishan Gold Mine (半壁山金礦)

Banbishan Gold Mine consists of two areas, in respect of which the Ministry of Land and Resources has granted to Hongwen Gold the respective gold mining licenses: (i) a mining area of about 1.06 sq. km. with approved designed production capacity of 9,000 tonnes per annum for the period from June 2005 to June 2010 (the “ Banbishan Mine A ”); and (ii) a mining area of about 0.13 sq. km. with approved designed production capacity of 700 tonnes per annum for the period from July 2007 to September 2009 (the “ Banbishan Mine B ”). Major infrastructures of Banbishan Gold Mine include paved roads, water supply facility and electricity supply facility.

The relevant safety production permit for Banbishan Mine B expired in June 2009 and Hongwen Gold was required by the relevant government authority to rectify certain infrastructure problems of Banbishan Mine B (including sewage systems) to fulfil the safety requirement in March 2009. The operation of Banbishan Mine B has suspended since the expiration of the safety production permit. Hongwen Gold has applied for the renewal of the safety production permit in August 2009 and the relevant government authority is currently in the process of reviewing and approving the renewal application. As advised by the PRC legal advisor of the Company, it is not stipulated in the relevant laws and regulations the required time for the approval process and the Directors and the Vendor were not able to estimate the timing for completing the approval. The PRC legal advisor is of the view that subject to the rectification of the infrastructure problems and the obtaining of the relevant gold mining license, they did not discover any substantive legal impediment for Hongwen Gold to obtain the relevant safety production permit for Banbishan Mine B.

Also, as the gold mining licence for Banbishan Mine B already expired in September 2009, Hongwen Gold is currently in the process of applying for the renewal of Banbishan Mine B and at the same time applying for the integration of Banbishan Mine A, Banbishan Mine B and surrounding gold mines to expand the mining area of Banbishan Gold Mine to about 6.69 sq. km. According to the confirmation by Ministry of Land and Resources in January 2010, Hongwen Gold has properly filed all the necessary documents and fulfilled the requirement for the renewal and expansion of mining area for the gold mining license of Banbishan Mine B. It is expected that Banbishan Mine B will resume the operation once the renewed gold mining licence and the abovementioned renewed safefy production permit are granted. As advised by the PRC legal advisor of the Company, it is not stipulated in the relevant laws and regulations the required time for the approval process for such expansion of the mining area and renewal of gold mining license and the Directors and the Vendor were not able to estimate the timing for completing the approval. The PRC legal advisor of the Company is of the opinion that based on the abovementioned confirmation, they did not discover any substantive legal impediment for Hongwen Gold to obtain the renewed gold mining licence for Banbishan Mine B.

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Banbishan Gold Mine is located in the Banbishan Village, Shuang Zi Town, Qinglong Manzu Autonomous County, Hebei Province, the PRC (河北省青龍滿族自治縣雙山 子鎮半壁山村). Based on the 半壁山金礦資源儲量地質調查報告 (Banbishan Gold Mine Resources Investigation Report) prepared by 河北省地礦局第五地質大隊 (Hebei Province Geological Mining Bureau 5 Geology Team) dated November 2009, the Banbishan Gold Mine had a gold ore resource estimate of up to about 2.6 million tonnes (with the amount of gold metal of about 11,000 kilograms). Banbishan Gold Mine, making use of the underground mining method, produced and sold gold concentrates. Banbishan Gold Mine is also engaged in the sale of coarse gold.

3. Qingheyan Gold Mine (清河沿金礦)

Qingheyan Gold Mine consists of two areas, in respect of which the Ministry of Land and Resources has granted to Hongwen Gold the respective gold mining licenses: (i) a mining area of about 1.78 sq. km. with designed production capacity of 12,000 tonnes per annum for the period from July 2007 to August 2010 (the “ Qingheyan Mine A ”); and (ii) a mining area of about 2.0 sq. km. with approved designed production capacity of 5,000 tonnes per annum September 2009 to July 2012 (the “ Qingheyan Mine B ”). Major infrastructures of Qingheyan Gold Mine include paved roads, water supply facility and electricity supply facility.

Qingheyan Gold Mine is located in the Qinglong Town, Qinglong Manzu Autonomous County, Hebei Province, the PRC (河北省青龍滿族自治縣青龍鎮). Based on the 清河 沿金礦資源儲量地質調查報告 (Qingheyan Gold Mine Resources Investigation Report) prepared by 河北省地礦局第五地質大隊 (Hebei Province Geological Mining Bureau 5 Geology Team) dated November 2009, the Qingheyan Gold Mine had a gold ore resource estimate of up to about 580,000 tonnes (with the amount of gold metal of about 2,800 kilograms).

As advised by the Vendor, the Qingheyan Gold Mine has ceased operation since early 2007 due to insufficient working capital available for operation. The Directors intend to resume the operation of Qingheyan Gold Mine upon Completion with the Group’s internal fund resources. It is estimated that the cost for resuming the operation of the Qingheyan Gold Mine will be about HK$3.4 million.

Pursuant to the Agreement, the Vendor and Mr. Sun agreed to provide an indemnity in favour of the Purchaser to cover, among others, any liabilities, loss and penalties in the event of any Hongwen Gold’s violation of the relevant PRC laws and regulations before the Completion Date (including but not limited to its failure to obtain all the necessary approvals).

REASONS FOR AND BENEFITS OF THE 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.

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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 have identified an attractive opportunity to ride on the trend of increase in gold price. Demand for gold has increased significantly in recent years and in 2009, the world gold price increased from around US$870 per oz in early of 2009 to around US$1,109 per oz recently, representing an increase of approximately 27.5%. Also, according to the gold price quoted on the Shanghai Gold Exchange, the closing gold price per gram increased form around RMB190 in early of 2009 to around RMB240 recently, representing an increase of approximately 26.3%. The Directors believe that the economy of the PRC will continue to grow and the gold market in the PRC will continue to follow such upward trend along with the increasing national demand for gold.

Based on the respective gold mine resources investigation reports prepared by 河北省地礦局 第五地質大隊 (Hebei Province Geological Mining Bureau 5 Geology Team) , the Gold Mines have an aggregate gold ore resource estimate of up to about 3.9 million tonnes (with the amount of gold metal of about 21,000 kilograms). The Directors are of the view that through further exploration work, there will be a possibility of discovering even more potential gold resources in respect of the Gold Mines. The production capacity of the Gold Mines can also be expanded, subject to the approval by the relevant government authorities, to further increase the production and sales volume of the Gold Mines. The Directors are of the opinion that gold, being the scarce precious metal, has very high commercial value. In light of the above, the Directors are of the view that the Acquisition represents a good opportunity to invest in the natural resources sector in the PRC, and enables the Group to diversify the existing business into a new line of business with significant growth potential. The Directors also consider that the Acquisition provides good opportunities for the development of future business of the Group, broadens its revenue base, and maintains a stable income stream for the Group and 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.

Upon Completion, the Target Company will become the subsidiary of the Company and the financial results of the Target Group will be consolidated with those of the Group.

In order to manage the business of the Gold Mines more efficiently and effectively, the Company intends to appoint a chief operating officer with relevant experience in gold mining and production business after Completion. In addition, Mr. Cheng Ming Kit, an executive Director, also possessed over 10 years experience in the gold mining industry where he gained the relevant experience from his previous positions in a mining company previously listed on the Toronto Stock Exchange Venture Board with mining and exploration operations in the PRC and Grand T G Gold Holdings Limited (stock code:8299), a company listed on the Stock Exchange. It is expected that upon Completion, the Group can leverage on the expertise of its management to run the gold mining business.

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As at the date of this announcement, the Vendor has no intention to appoint any directors to the Board.

Taking into account the above factors, the Directors consider that the terms of the Acquisition are fair and reasonable and that the Acquisition is in the interests of the Company and the Shareholders as a whole.

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below is a summary of the shareholding of the Company (i) as at the date of this announcement; (ii) immediately upon Completion and allotment and issue of the Consideration Shares; and (iii) immediately upon Completion and the allotment and issue of the Consideration Shares and Additional New Shares.

Fung Siu To, Clement_Note 1_ Cheng Ming Kit_Note 1_ Tse On Kin_Note 2_ Max Sun Enterprises Limited_Note 3_ Chow Tai Fook Enterprises Limited_Note 4_ Vendor Public Shareholders Total	Immediately upon Immediately upon Completion and Completion and the allotment and issue of As at the date of the allotment and issue of the Consideration Shares and this announcement the Consideration Shares Additional New Shares 600,000 0.01% 600,000 0.01% 600,000 0.01% 20,000 0.00% 20,000 0.00% 20,000 0.00% 9,000,000 0.14% 9,000,000 0.11% 9,000,000 0.11% 370,023,530 5.74% 370,023,530 4.61% 370,023,530 4.44% 29,370,000 0.46% 29,370,000 0.37% 29,370,000 0.35% – – 1,588,235,295 19.78% 1,882,352,943 22.62% 6,031,588,740 93.65% 6,031,588,740 75.12% 6,031,588,740 72.47% 6,440,602,270 100.00% 8,028,837,565 100.00% 8,322,955,213 100.00%	Immediately upon Immediately upon Completion and Completion and the allotment and issue of As at the date of the allotment and issue of the Consideration Shares and this announcement the Consideration Shares Additional New Shares 600,000 0.01% 600,000 0.01% 600,000 0.01% 20,000 0.00% 20,000 0.00% 20,000 0.00% 9,000,000 0.14% 9,000,000 0.11% 9,000,000 0.11% 370,023,530 5.74% 370,023,530 4.61% 370,023,530 4.44% 29,370,000 0.46% 29,370,000 0.37% 29,370,000 0.35% – – 1,588,235,295 19.78% 1,882,352,943 22.62% 6,031,588,740 93.65% 6,031,588,740 75.12% 6,031,588,740 72.47% 6,440,602,270 100.00% 8,028,837,565 100.00% 8,322,955,213 100.00%
		100.00%

Notes:

1. Mr. Fung Siu To, Clement is an independent non-executive Director and Mr. Cheng Ming Kit is an executive Director.

2. Mr. Tse On Kin was an ex-Director and had resigned with effect from 5 November 2009.

3. Max Sun Enterprises Limited is a company indirectly controlled by Dato’ Dr. Cheng Yu Tung, an uncle of Mr. Cheng Kam Chiu, Stewart, who is an executive Director.

4. Chow Tai Fook Enterprises Limited is an indirect wholly-owned subsidiary of Cheng Yu Tung Family (Holdings) Limited.

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LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Acquisition is more than 100%, the Acquisition constitutes a very substantial acquisition for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

As at the date of this announcement, the Vendor and its associates do not own or hold any Shares. Since no Shareholders have any material interest in the Acquisition, no Shareholders are required to abstain from voting at the SGM on the resolution to approve the Agreement and the transactions contemplated thereunder.

A circular containing, among others, (i) further details of the Acquisition; (ii) the financial information of the Group; (iii) the financial information of the Target Group; (iv) the technical report as required by Chapter 18 of the Listing Rules to be prepared by SRK Consulting on the Gold Mines under the guidelines of the Valmin Code which incorporates the JORC Code; and (v) a notice of the SGM will be despatched to the Shareholders as soon as practicable in accordance with the relevant requirements of the Listing Rules.

As the Acquisition is subject to the fulfillment of a number of conditions precedent, it may or may not be completed. Shareholders and potential investors should exercise caution when dealing in the Shares.

SUSPENSION AND RESUMPTION OF TRADING IN THE SHARES

At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on 8 February 2010 pending release of this announcement. Application has been made by the Company for resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 19 February 2010.

DEFINITIONS

Unless the context requires otherwise, the following expressions shall have the following meanings in this announcement:

“Acquisition”	the acquisition of the Sale Share and the Shareholder’s Loan
	by the Purchaser from the Vendor pursuant to the Agreement
“Agreement”	the sale and purchase agreement dated 6 February 2010
	entered into between the Purchaser, the Vendor, Hongwen
	Gold and Mr. Sun in respect of the Acquisition
“associate(s)”	has the meaning as ascribed to it in the Listing Rules
“Banbishan Gold Mine”	a gold mine which is located in the Banbishan Village,
	Shuang Zi Town, Qinglong Manzu Autonomous County,
	Hebei Province, the PRC (河北省青龍滿族自治縣雙山子鎮
	半壁山村) and is beneficially owned by Hongwen Gold

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“Board”

the board of Directors

“Business Day” any days on which the Stock Exchange is open for the business of dealing in securities

• “Champion City” Champion City Investments Limited, a company incorporated in Hong Kong and a direct wholly-owned subsidiary of the Target Company

• “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

• “Completion” completion of the Acquisition in accordance with the terms and conditions of the Agreement

• “Completion Date” the date of Completion, being the date falling the tenth Business Day after all the conditions of the Agreement have been fulfilled or waived

• “Consideration” the total consideration in the sum of HK$600 million payable by the Purchaser to the Vendor in respect of the Acquisition under the Agreement

• “Consideration Shares” 1,588,235,295 new Shares to be allotted and issued by the Company to the Vendor (or its nominee(s)) as part of the Consideration in accordance with the Agreement

• “Director(s)” the director(s) of the Company

• “Gold Mines” Qingheyan Gold Mine, Sanjia Gold Mine and Banbishan Gold Mine

• “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 People’s Republic of China

• “Hongwen Gold” 青龍滿族自治縣宏文黃金有限責任公司 (Qinglong Manzu Autonomous County Hongwen Gold Company Limited*), a company incorporated in the PRC

• “Independent Third Party (ies)” person(s) or company(ies) who/which is/are not connected with the directors, chief executive or substantial shareholders (as defined under the Listing Rules) of the Company and its subsidiaries, or any of their respective associates

– 17 –

“JORC Code”	the Australian Code of Reporting of Mineral Resources and
	Ore Reserves, effective December 2004
“Last Trading Day”	5 February 2010, being the last trading day immediately
	before the publication of this announcement
“Listing Rules”	The Rules Governing the Listing of Securities on the Stock
	Exchange from time to time
“MOU”	the memorandum of understanding dated 8 December 2009
	entered into by the Vendor and the Purchaser in relation to
	the Acquisition
“Mr. Sun”	孫竟祖先生(Mr. Sun Jingzu)
“oz”	ounce
“PRC”	the People’s Republic of China, which, for the purpose of
	this announcement, shall exclude Hong Kong, the Macao
	Special Administrative Region of the PRC and Taiwan
“PRC GAAP”	the PRC Generally Accepted Accounting Principles
“Purchaser”	Techno Wealth Limited, a company incorporated in the
	British Virgin Islands and an indirect wholly-owned
	subsidiary of the Company
“Qingheyan Gold Mine”	a gold mine which is located in the Qinglong Town,
	Qinglong Manzu Autonomous County, Hebei Province, the
	PRC (河北省青龍滿族自治縣青龍鎮) and is beneficially
	owned by Hongwen Gold
“RMB”	Renminbi, the lawful currency of the PRC
“Sale Share”	the entire issued capital of the Target Company
“Sanjia Gold Mine”	a gold mine which is located in Ma Juan Zi Town, Qinglong
	Manzu Autonomous County, Hebei Province, the PRC (河北
	省青龍滿族自治縣馬圈子鄉) and is beneficially owned by
	Hongwen Gold
“SGM”	the special general meeting of the Company to be convened
	and held for the Shareholders to consider and, if thought fit,
	approve, among other things, the Acquisition
“Shareholder(s)”	holder(s) of the Shares

– 18 –

• “Shareholder’s Loan” a shareholder’s loan due and owing to the Vendor by the Target Company which is interest-free and repayable on demand and as at the date of this announcement is in the sum of HK$31,096,874.93

• “Shares” ordinary share(s) of par value of HK$0.10 each in the share capital of the Company

• “Shenzhen Zhuo De Sheng” 深圳卓德升貿易有限公司 (Shenzhen Zhou De Sheng Trading Company Limited*), a company established in the PRC and is wholly owned by Champion City

• “Shenzhen Wan Kai Sheng” 深圳市萬凱升貿易有限公司 (Shenzhen Wan Kai Sheng Trading Company Limited*), a company established in the PRC and is wholly owned by Shenzhen Zhuo De Sheng

• “sq. km” square kilometre

• “sq. m.” square metre

• “SRK Consulting” SRK Consulting China Limited, a mining engineering consultant and an Independent Third Party

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

• “Target Company”

Fortune Ease Holdings Limited, a company incorporated in the British Virgin Islands and is a wholly-owned subsidiary of the Vendor

• “Target Group” the Target Company and its subsidiaries

• “Valmin Code”

the Code for the Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports prepared and adopted by the VALMIN Committee, a joint committee of the Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and the Mineral Industry Consultants Association, in February 1995 and revised in November 1997 and April 2005. The VALMIN Code incorporates the JORC Code, sets standards for the preparation and commissioning of independent assessment and/or valuation reports on mineral and petroleum assets or mineral and petroleum securities, and applies to all relevant reports under the Australian Corporations Law, including submissions to the Australian Stock Exchange and the Australian Securities and Investments Commission

– 19 –

“Xiang Shui Gou Gold Mine”

a gold mine which is located in Xiang Shui Gou Village, the Qinglong Town, Qinglong Manzu Autonomous County, Hebei Province, the PRC (河北省青龍滿族自治縣青龍鎮響 水溝村) and had already been disposed by Hongwen Gold and is not owned by Hongwen Gold as at the date of this announcement

“US$”

United States dollars, the lawful currency of the United States of America

“Vendor”

Dencorn International Limited, a company incorporated in the British Virgin Islands and, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, an Independent Third Party

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

Hong Kong, 18 February 2010

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

– 20 –