GoFintech Quantum Innovation Limited - M&A Activity 2012

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This announcement is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of 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)

SECOND SUPPLEMENTAL AGREEMENT TO THE ACQUISITION AGREEMENT

THE SECOND SUPPLEMENTAL AGREEMENT

On 24 December 2012, the Company, the Purchaser, the Vendor, Target Company A and Target Company B entered into the Second Supplemental Agreement. The principal terms of the Second Supplemental Agreement are summarized in this announcement.

Save and except the amendments as disclosed in this announcement, all the terms and conditions of the Acquisition Agreement remain unchanged.

Subject Matter of the Transaction

After further arm’s length negotiations between the Company, the Purchaser, the Vendor, Target Company A and Target Company B, the Purchaser conditionally agreed to acquire and the Vendor conditionally agreed to sell 30.0% interests, instead of 29.4%, in the Rights in the Valle de Lerma Concession. The interests in the Rights in relation to the San Salvador Concession, Libertador Concession and Selva Maria Concession forming subject matter of the Acquisition shall remain unchanged.

For identification purpose only

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Additional Deposit

Pursuant to the Second Supplemental Agreement, upon signing of the Second Supplemental Agreement, the Third Deposit shall be paid by the Purchaser to the Vendor (or it may direct) by way of procuring the Company to issue and deliver the Promissory Notes, in such same principal amount, to the Vendor and/or Nominee(s), to be applied as part payment of the Revised Consideration. In the event that Completion A and/or Completion D, as the case may be, does not take place prior to the Long Stop Date, the relevant Promissory Note(s) issued but has not been applied towards settlement of the relevant consideration at the relevant Completion shall become null and void and of no effect against the issuer of the same, except in the event that the Vendor being entitled to retain the Promissory Note(s) under the relevant termination events, or, in the event that the undertakings set out in the section headed ‘‘Further Undertakings after Completion A’’ below are not fulfilled, the relevant Promissory Note in the principal amount of HK$2,500,000, being part of the Third Deposit, issued and delivered upon signing of the Second Supplemental Agreement shall become null and void and be of no effect against the issuer of the same.

Revised Consideration

Pursuant to the Second Supplemental Agreement, the total consideration for the Acquisition will be reduced from HK$116,000,000 to HK$35,000,000 and settlement thereof for the New Sale Interests is agreed to be allocated and settled as follows:

(i) the Deposit of HK$15,000,000 was paid by the Purchaser to the Vendor upon signing of the MOU as part payment of the Revised Consideration;
(ii) the Further Deposit of HK$10,000,000 was paid by the Purchaser to the Vendor upon signing of the Supplemental Agreement as part payment of the Revised Consideration;
(iii) the Third Deposit of HK$5,000,000 was paid by the Purchaser to the Vendor by way of issuance and delivery of the Promissory Notes upon signing of the Second Supplemental Agreement as part payment of the Revised Consideration;
(iv) the consideration for the New Sale Interest A shall be adjusted from HK$57,500,000 to HK$17,000,000 of which:
(a) as to HK$15,000,000 shall be settled in cash by applying HK$7,500,000 out from the Deposit, HK$5,000,000 out from the Further Deposit and HK$2,500,000 out from the Third Deposit at Completion A;
(b) as to HK$2,000,000 shall be paid to the Vendor and satisfied by procuring the Company to issue the Convertible Notes, in such same principal amount, in favour of the Vendor and/or Nominee(s), as the case may be, at Completion A; and

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(c) in the event that the undertakings set out in the section headed ‘‘Further Undertakings after Completion A’’ below are not fulfilled, the Vendor shall return to the Purchaser the Promissory Note, in the principal amount of HK$2,500,000, being part of the Third Deposit utilised towards payment at Completion A, in the manner set out in the section headed ‘‘Further Undertakings after Completion A’’ below, and the consideration in relation to the New Sale Interest A shall be deemed to be reduced by HK$2,500,000 and the HK$14,500,000 paid at Completion A shall be full and final settlement thereof;
(v) the consideration for the New Sale Interest B, being HK$500,000, shall remain unchanged of which:
(a) as to HK$500,000 shall be paid to the Vendor and satisfied by procuring the Company to issue and deliver the Convertible Notes, in such same principal amount, in favour of the Vendor and/or Nominee(s), as the case may be, at Completion B;
(vi) the consideration for the New Sale Interest C, being HK$500,000, shall remain unchanged of which:
(a) as to HK$500,000 shall be paid to the Vendor and satisfied by procuring the Company to issue and deliver the Convertible Notes, in such same principal amount, in favour of the Vendor and/or Nominee(s), as the case may be, at Completion C;
(vii) the consideration for the New Sale Interest D shall be adjusted from HK$57,500,000 to HK$17,000,000 of which:
(a) as to HK$15,000,000 shall be settled in cash by applying HK$7,500,000 out from the Deposit, HK$5,000,000 out from the Further Deposit, and HK$2,500,000 out from the Third Deposit at Completion D; and
(b) as to HK$2,000,000 shall be paid to the Vendor and satisfied by procuring the Company to issue and deliver the Convertible Notes, in such same principal amount, in favour of the Vendor and/or Nominee(s), as the case may be, at Completion D.

The Revised Consideration has been determined after arm’s length negotiations among the parties to the Second Supplemental Agreement, having taking into account, among other things, the Draft Valuation Reports prepared by an independent valuer indicating the value of the New Sale Interest A and New Sale Interest D in the aggregate amount of approximately HK$35,000,000.

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Contingent Consideration after Completion

Pursuant to the Second Supplemental Agreement, if within 3 years subsequent to the last of the completion in respect of the New Sale Interest A, New Sale Interest B, New Sale Interest C and New Sale Interest D (i) the Company having obtained a technical report, at the cost of the Company or the Purchaser, in a form and substance reasonably acceptable to the Company having been prepared and issued by a firm of independent technical consultants (to be appointed by the Company), and (ii) the Company having obtained the Final Valuation Report at the cost of the Company or the Purchaser in a form and substance acceptable to the Company prepared and issued by a firm of independent valuers nominated by the Company based on the technical report referred in (i) above showing the aggregate value of the New Sale Interests concerning the Concessions being not less than HK$35,000,000 or its equivalent in other foreign currency (for the avoidance of doubt, such value of the Concessions above shall include the value of the natural resources which have been exploited or extracted from the Concessions after Completion), the Company shall forthwith and in any event within 14 days after receipt of such technical report and the Final Valuation Report issue the Notification and within 90 days after the issuance of such Notification or 3 Business Days after the Company having obtained the necessary legal and regulatory approvals, whichever is the later, at the choice of the Company either:

(i) pay to the Vendor by cheque a sum equal to the Shortfall Difference provided that the Shortfall Difference shall be capped at an amount of HK$81,000,000; or
(ii) issue Additional Convertible Notes to the Vendor in the aggregate amount equal to the Shortfall Difference, provided always that the maximum number of Shares falls to be allotted and issued upon the exercise of the conversion rights attached to the Convertible Notes and the Additional Convertible Notes, in aggregate, shall not exceed the Maximum Permitted Number. For the avoidance of doubt, the remaining amount under the Convertible Notes and Additional Convertible Notes not being able to be converted shall be settled in accordance with the terms and conditions of the Convertible Notes; or
(iii) the Company may pay by a combination of cheque and issue of Additional Convertible Notes in such proportion and in the absolute discretion of the Company deems appropriate, provided always that the maximum number of Shares falls to be allotted and issued upon the exercise of the conversion rights attached to the Convertible Notes and the Additional Convertible Notes, in aggregate, shall not exceed the Maximum Permitted Number. For the avoidance of doubt, the remaining amount under the Convertible Notes and Additional Convertible Notes not being able to be converted shall be settled in accordance with the terms and conditions of the Convertible Notes.

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However, if before the expiration of (i) 90 days after the issuance of such Notification or (ii) 3 Business Days after the Company having obtained the necessary legal and regulatory approvals, whichever is the later, there occurs any of the following events, the obligation of the Company for the Contingent Consideration shall cease:

(a) any force majeure event which in the reasonable opinion of the Company may have a material adverse effect on the Company’s interest, whether direct or indirect, in the Concessions; or
(b) any event including civil unrest or governmental or other third party action or inaction which in the reasonable opinion of the Company may result in its rights and interest in the exploration or exploitation of the Concessions being substantially impaired or infeasible.

The Purchaser shall, and the Company shall procure the Purchaser to, within 3 years subsequent to the last of the completion in respect of the New Sale Interest A, New Sale Interest B, New Sale Interest C and New Sale Interest D, obtain the technical report and the Final Valuation Report as mentioned above.

For the avoidance of doubt, the obligation of the Company for the Contingent Consideration shall cease after the Final Valuation Report referred to above has been produced showing the aggregate value of the New Sale Interests concerning the Concessions being less than HK$35,000,000 or its equivalent in other foreign currency (for the avoidance of doubt, such value of the Concessions above shall include the value of the natural resources which have been exploited or extracted from the Concessions after Completion).

In the event that the obligation of the Company for the Contingent Consideration materialises, under the conditions of the Additional Convertible Notes, no Additional Convertible Notes shall be converted by the Vendor or parties acting in concert with it to the extent that conversion of such Additional Convertible Notes will result in a change in control (as defined in the Takeovers Code) of the Company. In the case that the Company does not elect to issue the Additional Convertible Notes to settle part or all of the Contingent Consideration, any outstanding amount of the Contingent Consideration will be settled by cheque.

Taking into account of the fact that the Contingent Consideration is conditional upon the Company having received the Final Valuation Report which is expected to be determined by applying the then oil trading price, showing the value of the New Sale Interests of not less than HK$35,000,000, the Directors consider that the Contingent Consideration is fair and reasonable.

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LISTING RULES IMPLICATIONS

Assuming the value of the New Sale Interests in the Final Valuation Report exceeds HK$35,000,000 but does not exceed HK$116,000,000, the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Acquisition exceeds 5% but are less than 25%, the Acquisition remains a discloseable transaction for the Company under Chapter 14 of the Listing Rules and will have the same Listing Rules implications as disclosed in Announcement 1. In the event that the value of the New Sale Interests as stated in the Final Valuation Report renders a change in any of the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules and resulting in a different classification of the Acquisition under Rule 14.06 of the Listing Rules, the Company will comply with the relevant requirements under the Listing Rules.

Shareholders and potential investors should note that the acquisition of the New Sale Interests is subject to the fulfilment or waiver of conditions precedent and may or may not proceed to Completion and, even if proceeded to Completion, the value of the asset(s) acquired and consideration to be provided may vary. Shareholders and investors should exercise caution in dealing with securities of the Company.

Reference is made to the announcements of the Company dated 15 May 2012 (‘‘Announcement 1’’), 29 June 2012 (‘‘Announcement 2’’) and 31 July 2012 (‘‘Announcement 3’’) in relation to the Acquisition Agreement, pursuant to which the Company conditionally agreed to acquire the New Sale Interests. Unless the context requires otherwise or otherwise defined herein, the use of capitalized terms herein shall have the same meanings as defined in Announcement 3.

THE SECOND SUPPLEMENTAL AGREEMENT

On 15 May 2012, the Company, the Purchaser, the Vendor, Target Company A and Target Company B entered into the Acquisition Agreement, pursuant to which the Purchaser conditionally agreed to acquire and the Vendor conditionally agreed to sell the Sale Interests through acquisition of Sale Shares, representing the entire issued share capital of each of the Target Company A and Target Company B.

On 28 June 2012, the Purchaser and the Vendor agreed to include certain new terms and conditions in the form of the Convertible Notes which are to be issued at Completion under the Acquisition Agreement.

On 31 July 2012, the Company, the Purchaser, the Vendor, Target Company A and Target Company B entered into the Supplemental Agreement to amend and supplement the Acquisition Agreement to the effect that the Purchaser conditionally agreed, among other things, to acquire the New Sale Interests directly as opposed to through the sale and purchase of the Sale Shares.

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Save and except the amendments as disclosed in this announcement, all the terms and conditions of the Acquisition Agreement remain unchanged.

Background

Subsequent to entering into the Supplemental Agreement, the Company obtained drafts of two valuation reports prepared by an independent valuer indicating the value of the New Sale Interest A and the New Sale Interest D in the aggregate amount of approximately HK$35,000,000 (the ‘‘Draft Valuation Reports’’). Based on the aforesaid Draft Valuation Reports, certain conditions precedent in the Acquisition Agreement could not be fulfilled and the Company, the Purchaser, the Vendor, Target Company A and Target Company B have re-negotiated the terms of the Acquisition Agreement and entered into the Second Supplemental Agreement to amend certain terms of the Acquisition Agreement.

Subject Matter of the Transaction

Additional Deposit

Pursuant to the Second Supplemental Agreement, upon signing of the Second Supplemental Agreement, a third deposit of HK$5,000,000 (the ‘‘Third Deposit’’) shall be paid by the Purchaser to the Vendor (or it may direct) by way of procuring the Company to issue and deliver the Promissory Notes to the Vendor and/or Nominee(s) to be applied as part payment of the Revised Consideration. In the event that Completion A and/or Completion D, as the case may be, does not take place prior to the Long Stop Date, the relevant Promissory Note(s) issued but has not been applied towards settlement of the relevant consideration at the relevant Completion shall become null and void and of no effect against the issuer of the same, except in the event that the Vendor being entitled to retain the Promissory Note(s) under the relevant termination events, or, in the event that the undertakings set out in the section headed ‘‘Further Undertakings after Completion A’’ below are not fulfilled, the relevant Promissory Note in the principal amount of HK$2,500,000, being part of the Third Deposit, issued and delivered pursuant to the Second Supplemental Agreement shall become null and void and of no effect against the issuer of the same.

Aggregate and Principal Amount of the Promissory Notes

Save for the aggregate amount of the Promissory Notes to be adjusted from HK$10,000,000 to HK$5,000,000 with a principal amount of HK$2,500,000 each and the date of redemption of the Promissory Notes has been set to be 4 September 2014, all other terms and conditions of the Promissory Notes shall remain unchanged.

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Aggregate Amount of the Convertible Notes

Save for the aggregate amount of the Convertible Notes to be adjusted from HK$81,000,000 to HK$5,000,000 with a principal amount of HK$500,000 each, all other terms and conditions of the Convertible Notes shall remain unchanged.

Revised Consideration

(i) the Deposit of HK$15,000,000 was paid by the Purchaser to the Vendor upon signing of the MOU as part payment of the Revised Consideration;
(ii) the Further Deposit of HK$10,000,000 was paid by the Purchaser to the Vendor upon signing of the Supplemental Agreement as part payment of the Revised Consideration;
(iii) the Third Deposit of HK$5,000,000 was paid by the Purchaser to the Vendor by way of issuance and delivery of the Promissory Notes upon signing of the Second Supplemental Agreement as part payment of the Revised Consideration;
(iv) the consideration for the New Sale Interest A shall be adjusted from HK$57,500,000 to HK$17,000,000 of which:
(a) as to HK$15,000,000 shall be settled in cash by applying HK$7,500,000 out from the Deposit, HK$5,000,000 out from the Further Deposit, and HK$2,500,000 out from the Third Deposit at Completion A;
(b) as to HK$2,000,000 shall be paid to the Vendor and satisfied by procuring the Company to issue the Convertible Notes, in such same principal amount, in favour of the Vendor and/or Nominee(s), as the case may be, at Completion A; and
(c) in the event that the undertakings set out in the section headed ‘‘Further Undertakings after Completion A’’ below are not fulfilled, the Vendor shall return to the Purchaser the Promissory Note, in the principal amount of HK$2,500,000, being part of the Third Deposit utilised towards payment at Completion A, in the manner set out in the section headed ‘‘Further Undertakings after Completion A’’ below, and the consideration in relation to the New Sale Interest A shall be deemed to be reduced by HK$2,500,000 and the HK$14,500,000 paid at Completion A shall be full and final settlement thereof;
(v) the consideration for the New Sale Interest B, being HK$500,000, shall remain unchanged of which:
(a) as to HK$500,000 shall be paid to the Vendor and satisfied by procuring the Company to issue and deliver the Convertible Notes, in such same principal amount, in favour of the Vendor and/or Nominee(s), as the case may be, at Completion B;

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(vi) the consideration for the New Sale Interest C, being HK$500,000, shall remain unchanged of which:
(a) as to HK$500,000 shall be paid to the Vendor and satisfied by procuring the Company to issue and deliver the Convertible Notes, in such same principal amount, in favour of the Vendor and/or Nominee(s), as the case may be, at Completion C;
(vii) the consideration for the New Sale Interest D shall be adjusted from HK$57,500,000 to HK$17,000,000 of which:
(a) as to HK$15,000,000 shall be settled in cash by applying HK$7,500,000 out from the Deposit, HK$5,000,000 out from the Further Deposit, and HK$2,500,000 out from the Third Deposit at Completion D; and
(b) as to HK$2,000,000 shall be paid to the Vendor and satisfied by procuring the Company to issue and deliver the Convertible Notes, in such same principal amount, in favour of the Vendor and/or Nominee(s), as the case may be, at Completion D.

The Revised Consideration has been determined after arm’s length negotiations among the parties to the Second Supplemental Agreement, having taking into account, among other things, the Draft Valuation Reports prepared by an independent valuer indicating the aggregate value of the New Sale Interest A and New Sale Interest D in the amount of approximately HK$35,000,000.

For illustration purpose only, upon full conversion of the Convertible Notes issued at Completion at a conversion price of HK$0.85, 5,882,352 Conversion Shares in aggregate will be issued, representing 0.87% of the existing issued share capital of the Company and 0.86% of the issued share capital of the Company as enlarged by the issuance of the aforesaid 5,882,352 Conversion Shares.

Conditions Precedent

Pursuant to the Second Supplemental Agreement, certain conditions precedent to completion have been amended as follows:

Conditions precedent to Completion A

The condition precedent set out in item (ii) under the section headed ‘‘Conditions Precedent’’ of Announcement 3 has been amended as follows:

‘‘the Company having obtained an official valuation report at the cost of the Purchaser in a form and substance acceptable to the Company prepared and issued by a firm of independent valuers nominated by the Company showing the value of the New Sale Interest A concerning Valle de Lerma Concession being not less than HK$17,000,000 or its equivalent in other foreign currency;’’

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The effective interests in the Valle de Lerma Concession referred to in the condition precedent set out in item (iii) under the section headed ‘‘Conditions Precedent’’ of Announcement 3 has been increased from 29.4% to 30.0%; and
The condition precedent set out in item (ix) under the section headed ‘‘Conditions Precedent’’ of Announcement 3, being the due execution and delivery of the Escrow Agreement be deleted.

Conditions precedent to Completion B

The condition precedent set out in item (II) under the section headed ‘‘Conditions Precedent’’ of Announcement 3 has been amended as follows:
‘‘the Company having obtained an official valuation report at the cost of the Purchaser in a form and substance acceptable to the Company prepared and issued by a firm of independent valuers nominated by the Company showing the value of the New Sale Interest B concerning San Salvador Concession being not less than HK$500,000 or its equivalent in other foreign currency;’’

Conditions precedent to Completion C

The condition precedent set out in item 2) under the section headed ‘‘Conditions Precedent’’ of Announcement 3 has been amended as follows:
‘‘the Company having obtained an official valuation report at the cost of the Purchaser in a form and substance acceptable to the Company prepared and issued by a firm of independent valuers nominated by the Company showing the value of the New Sale Interest C concerning Libertador Concession being not less than HK$500,000 or its equivalent in other foreign currency;’’

Conditions precedent to Completion D

The condition precedent set out in item (2) under the section headed ‘‘Conditions Precedent’’ of Announcement 3 has been amended as follows:
‘‘the Company having obtained an official valuation report at the cost of the Purchaser in a form and substance acceptable to the Company prepared and issued by a firm of independent valuers nominated by the Company showing the value of the New Sale Interest D concerning Selva Maria Concession being not less than HK$17,000,000 or its equivalent in other foreign currency;’’

Fulfilment of the Conditions Precedent

As at the date of this Announcement, none of the conditions precedent to Completion has been fulfilled save for (1) the application for listing (Form C1) of the issuance of the Convertible Notes and (2) the Argentine legal opinion in relation to the New Sale Interest A referred to in the condition precedent set out in item (iii) under the section headed ‘‘Conditions Precedent’’ of Announcement 3 have been obtained.

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Extension of Long Stop Date

As additional time is required for the fulfilment of the conditions precedent under the Acquisition Agreement, the parties to the Second Supplemental Agreement agreed to extend the long stop date for the fulfilment of the conditions precedent from 31 December 2012 to 30 June 2013 (the ‘‘Long Stop Date’’).

Further Undertakings after Completion A

Pursuant to the Second Supplemental Agreement, amendments have also been made to the effect that conditional upon Completion A having taken place, the Vendor is only required to undertake to, before the due date for redemption of the relevant Promissory Note, procure due performance of the registration procedures and formalities required to be made to recognize the interest of the Purchaser in the Valle de Lerma Concession to the Purchaser’s satisfaction, including but not limited to (i) due registration of the UTE A incorporating the Operational Contract A for the management and operation of the Valle de Lerma Concession; (ii) due registration of the assignment evidencing the transfer of New Sale Interest A to the Purchaser or its nominee(s); and (iii) procurement of satisfaction of the terms and conditions imposed by the governing bodies for the maintenance of the validity and enforceability of the Valle de Lerma Concession but not required to provide an official valuation report as disclosed in Announcement 3.

In the event that the above undertakings are not fulfilled, the Vendor shall return to the Purchaser the Promissory Note, in the principal amount of HK$2,500,000, being part of the Third Deposit applied towards payment at Completion A and the consideration in relation to New Sale Interest A shall be deemed to be reduced by HK$2,500,000 and the HK$14,500,000 paid at Completion A shall be full and final settlement thereof.

Escrow Arrangement for Completion Convertible Notes

There will no longer be any escrow arrangement for the Convertible Notes to be issued at Completion A.

Termination — New Sale Interest A

Pursuant to the Second Supplemental Agreement, termination events in relation to the New Sale Interest A remain unchanged, save for upon the occurrence of any of the relevant termination event, the return or forfeiture of the Third Deposit through the return or retention of the relevant Promissory Note issued and delivered upon signing of the Second Supplemental Agreement, as the case may be, in addition to the refund or forfeiture of the Deposit and the Further Deposit as set out in Announcement 3.

Termination — New Sale Interest B

Pursuant to the Second Supplemental Agreement, termination events in relation to the New Sale Interest B remain unchanged.

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Termination — New Sale Interest C

Pursuant to the Second Supplemental Agreement, termination events in relation to the New Sale Interest C remain unchanged.

Termination — New Sale Interest D

Pursuant to the Second Supplemental Agreement, termination events in relation to the New Sale Interest D remain unchanged, save for upon the occurrence of any of the relevant termination event, the return or forfeiture of the Third Deposit through the return or retention of the relevant Promissory Note issued and delivered upon signing of the Second Supplemental Agreement, as the case may be, in addition to the refund or forfeiture of the Deposit and the Further Deposit as set out in Announcement 3.

Contingent Consideration after Completion

Pursuant to the Second Supplemental Agreement, if within 3 years subsequent to the last of the completion in respect of the New Sale Interest A, New Sale Interest B, New Sale Interest C and New Sale Interest D (i) the Company having obtained a technical report, at the cost of the Company or the Purchaser, in a form and substance reasonably acceptable to the Company having been prepared and issued by a firm of independent technical consultants (to be appointed by the Company), and (ii) the Company having obtained an official valuation report (‘‘Final Valuation Report’’) at the cost of the Company or the Purchaser in a form and substance acceptable to the Company prepared and issued by a firm of independent valuers nominated by the Company based on the technical report referred in (i) above showing the aggregate value of the New Sale Interests concerning the Concessions being not less than HK$35,000,000 or its equivalent in other foreign currency (for the avoidance of doubt, such value of the Concessions above shall include the value of the natural resources which have been exploited or extracted from the Concessions after Completion), the Company shall forthwith and in any event within 14 days after receipt of such technical report and the Final Valuation Report issue the Notification and within 90 days after the issuance of such Notification or 3 Business Days after the Company having obtained the necessary legal and regulatory approvals, whichever is the later, at the choice of the Company either:

(i) pay to the Vendor by cheque a sum equal to the difference between (i) the value of the New Sale Interests concerning the Concessions as stated in the Final Valuation Report and (ii) HK$35,000,000 (‘‘Shortfall Difference’’) provided that the Shortfall Difference shall be capped at an amount of HK$81,000,000; or
(ii) issue Additional Convertible Notes to the Vendor in the aggregate amount equal to the Shortfall Difference, provided always that the maximum number of Shares falls to be allotted and issued upon the exercise of the conversion rights attached to the Convertible Notes and the Additional Convertible Notes, in aggregate, shall not exceed 95,294,117 (the ‘‘Maximum Permitted Number’’). For the avoidance of doubt, the remaining amount under the Convertible Notes and Additional Convertible Notes not being able to be converted shall be settled in accordance with the terms and conditions of the Convertible Notes; or

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(iii) the Company may pay by a combination of cheque and issue of Additional Convertible Notes in such proportion and in the absolute discretion of the Company deems appropriate, provided always that the maximum number of Shares falls to be allotted and issued upon the exercise of the conversion rights attached to the Convertible Notes and the Additional Convertible Notes, in aggregate, shall not exceed the Maximum Permitted Number. For the avoidance of doubt, the remaining amount under the Convertible Notes and Additional Convertible Notes not being able to be converted shall be settled in accordance with the terms and conditions of the Convertible Notes.

However, if before the expiration of (i) 90 days after the issuance of the Notification or (ii) 3 Business Days after the Company having obtained the necessary legal and regulatory approvals, whichever is the later, there occurs any of the following events, the obligation of the Company for the Contingent Consideration shall cease:

(a) any force majeure event which in the reasonable opinion of the Company may have a material adverse effect on the Company’s interest, whether direct or indirect, in the Concessions; or
(b) any event including civil unrest or governmental or other third party action or inaction which in the reasonable opinion of the Company may result in its rights and interest in the exploration or exploitation of the Concessions being substantially impaired or infeasible.

In the event that the obligation of the Company for the Contingent Consideration materialises, under the condition of the Additional Convertible Notes, no Additional Convertible Notes shall be converted by the Vendor or parties acting in concert with it to the extent that conversion of such Additional Convertible Notes will result in a change in control (as defined in the Takeovers Code) of the Company. For the avoidance of doubt, in the case that the Company does not elect to issue the Additional Convertible Notes to settle part or all of the Contingent Consideration, any outstanding amount of the Contingent Consideration will be settled by cheque.

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For illustration purpose only, assuming (i) all the Convertible Notes issued at Completion are converted in full at a conversion price of HK$0.85 and 5,882,352 Conversion Shares are issued; (ii) the Contingent Consideration to be HK$81,000,000 and (iii) the Company shall have elected to settle the Contingent Consideration solely by way of the issuance of the Additional Convertible Notes and at an conversion price of HK$0.85, given that only 95,294,117 new Shares could be issued pursuant to the conversion of the Convertible Notes and Additional Convertible Notes, only 89,411,765 Conversion Shares will be issued upon conversion of such Additional Convertible Notes, representing 13.22% of the existing issued share capital of the Company and 11.59% of the issued share capital of the Company as enlarged by the issue of the 95,294,117 Conversion Shares upon conversion of the Convertible Notes and Additional Convertible Notes issued.

REASONS FOR AND BENEFITS OF THE SECOND SUPPLEMENTAL AGREEMENT

The reason for entering into of the Second Supplemental Agreement is to accommodate new information made available to the Company on the prospects of the Concessions as set out in this announcement, and to reflect the same on the Revised Consideration and Contingent Consideration to be provided for the Acquisition.

The amendments as disclosed in this announcement have been determined after arm’s length negotiations among the parties to the Second Supplemental Agreement. The Board, having taken into account (i) Draft Valuation Reports prepared by an independent valuer indicating the value of the New Sale Interest A and New Sale Interest D in the aggregate amount of approximately HK$35,000,000 and (ii) the Argentine legal opinion obtained in relation to the Valle de Lerma Concession, considers that the terms and conditions of the Second Supplemental Agreement are fair and reasonable and the Second Supplemental Agreement is in the interest of the Company and the Shareholders as a whole.

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SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below is the shareholding structure of the Company (i) as at the date of this announcement; (ii) immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes issued at Completion A; (iii) immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes issued at Completion B; (iv) immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes issued at Completion C; (v) immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes issued at Completion D; (vi) immediately after the allotment and issue of the Maximum Permitted Number of Conversion Shares upon conversion of such of the Convertible Notes issued at Completion and the Additional Convertible Notes issued as Contingent Consideration assuming there is no other changes in the shareholding structure of the Company after the date of this announcement:

Max Sun Enterprises Limited (Note 1) Mr. Cheng Ming Kit (Note 2) Mr. Fung Siu To, Clement (Note 3) The Vendor Public Shareholders Total	As at the date of this announcement Number of Shares % 77,030,276 11.39 1,000 0.0001 30,000 0.0044 — — 599,354,811 88.61 676,416,087 100.00	Immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes issued at Completion A (Note 4) Number of Shares % 77,030,276 11.35 1,000 0.0001 30,000 0.0044 2,352,941 0.35 599,354,811 88.30 678,769,028 100.00	Immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes issued at Completion A (Note 4) Number of Shares % 77,030,276 11.35 1,000 0.0001 30,000 0.0044 2,352,941 0.35 599,354,811 88.30 678,769,028 100.00
			100.00

Notes:

Max Sun Enterprises Limited is a wholly-owned subsidiary of Chow Tai Fook Nominee Limited. So far as known to the Directors, Chow Tai Fook Nominee Limited is in turn controlled by Dato’ Dr. Cheng Yu Tung.
Mr. Cheng Ming Kit is an executive Director.
Mr. Fung Siu To, Clement is an independent non-executive Director.
Assuming Completion B, C and D have not taken place.

– 15 –

Max Sun Enterprises Limited (Note 1) Mr. Cheng Ming Kit (Note 2) Mr. Fung Siu To, Clement (Note 3) The Vendor Public Shareholders Total	As at the date of this announcement Number of Shares % 77,030,276 11.39 1,000 0.0001 30,000 0.0044 — — 599,354,811 88.61 676,416,087 100.00	Immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes issued at Completion B (Note 4) Number of Shares % 77,030,276 11.38 1,000 0.0001 30,000 0.0044 588,235 0.09 599,354,811 88.53 677,004,322 100.00	Immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes issued at Completion B (Note 4) Number of Shares % 77,030,276 11.38 1,000 0.0001 30,000 0.0044 588,235 0.09 599,354,811 88.53 677,004,322 100.00
			100.00

Notes:

Max Sun Enterprises Limited is a wholly-owned subsidiary of Chow Tai Fook Nominee Limited. So far as known to the Directors, Chow Tai Fook Nominee Limited is in turn controlled by Dato’ Dr. Cheng Yu Tung.
Mr. Cheng Ming Kit is an executive Director.
Mr. Fung Siu To, Clement is an independent non-executive Director.
Assuming Completion A, Completion C and Completion D have not taken place.

– 16 –

Max Sun Enterprises Limited (Note 1) Mr. Cheng Ming Kit (Note 2) Mr. Fung Siu To, Clement (Note 3) The Vendor Public Shareholders Total	As at the date of this announcement Number of Shares % 77,030,276 11.39 1,000 0.0001 30,000 0.0044 — — 599,354,811 88.61 676,416,087 100.00	Immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes issued at Completion C (Note 4) Number of Shares % 77,030,276 11.38 1,000 0.0001 30,000 0.0044 588,235 0.09 599,354,811 88.53 677,004,322 100.00	Immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes issued at Completion C (Note 4) Number of Shares % 77,030,276 11.38 1,000 0.0001 30,000 0.0044 588,235 0.09 599,354,811 88.53 677,004,322 100.00
			100.00

Notes:

Max Sun Enterprises Limited is a wholly-owned subsidiary of Chow Tai Fook Nominee Limited. So far as known to the Directors, Chow Tai Fook Nominee Limited is in turn controlled by Dato’ Dr. Cheng Yu Tung.
Mr. Cheng Ming Kit is an executive Director.
Mr. Fung Siu To, Clement is an independent non-executive Director.
Assuming Completion A, Completion B and Completion D have not taken place.

– 17 –

Max Sun Enterprises Limited (Note 1) Mr. Cheng Ming Kit (Note 2) Mr. Fung Siu To, Clement (Note 3) The Vendor Public Shareholders Total	As at the date of this announcement Number of Shares % 77,030,276 11.39 1,000 0.0001 30,000 0.0044 — — 599,354,811 88.61 676,416,087 100.00	Immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes issued at Completion D (Note 4) Number of Shares % 77,030,276 11.35 1,000 0.0001 30,000 0.0044 2,352,941 0.35 599,354,811 88.30 678,769,028 100.00	Immediately after the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes issued at Completion D (Note 4) Number of Shares % 77,030,276 11.35 1,000 0.0001 30,000 0.0044 2,352,941 0.35 599,354,811 88.30 678,769,028 100.00
			100.00

Notes:

Max Sun Enterprises Limited is a wholly-owned subsidiary of Chow Tai Fook Nominee Limited. So far as known to the Directors, Chow Tai Fook Nominee Limited is in turn controlled by Dato’ Dr. Cheng Yu Tung.
Mr. Cheng Ming Kit is an executive Director.
Mr. Fung Siu To, Clement is an independent non-executive Director.
Assuming Completion A, Completion B and Completion C have not taken place.

– 18 –

Max Sun Enterprises Limited (Note 1) Mr. Cheng Ming Kit (Note 2) Mr. Fung Siu To, Clement (Note 3) The Vendor Public Shareholders Total	As at the date of this announcement Number of Shares % 77,030,276 11.39 1,000 0.0001 30,000 0.0044 — — 599,354,811 88.61 676,416,087 100.00	Immediately after the allotment and issue of the Maximum Permitted Number of Conversion Shares upon conversion of such of the Convertible Notes issued at Completion and the Additional Convertible Notes issued as Contingent Consideration Number of Shares % 77,030,276 9.98 1,000 0.0001 30,000 0.0039 95,294,117 12.35 599,354,811 77.67 771,710,204 100.00	Immediately after the allotment and issue of the Maximum Permitted Number of Conversion Shares upon conversion of such of the Convertible Notes issued at Completion and the Additional Convertible Notes issued as Contingent Consideration Number of Shares % 77,030,276 9.98 1,000 0.0001 30,000 0.0039 95,294,117 12.35 599,354,811 77.67 771,710,204 100.00
			100.00

Notes:

Max Sun Enterprises Limited is a wholly-owned subsidiary of Chow Tai Fook Nominee Limited. So far as known to the Directors, Chow Tai Fook Nominee Limited is in turn controlled by Dato’ Dr. Cheng Yu Tung.
Mr. Cheng Ming Kit is an executive Director.
Mr. Fung Siu To, Clement is an independent non-executive Director.

LISTING RULES IMPLICATIONS

– 19 –

percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules and resulting in a different classification of the Acquisition under Rule 14.06 of the Listing Rules, the Company will comply with the relevant requirements under the Listing Rules.

DEFINITIONS

In this announcement, the following terms have the following meanings:

‘‘Acquisition’’
means the proposed acquisition of the New Sale Interests by the Purchaser from the Vendor pursuant to the terms and conditions of the Acquisition Agreement;
‘‘Additional Convertible Notes’’
means the convertible notes that may be issued by the Company in favour of the Vendor and/or Nominee(s) to settle in whole or in part the Contingent Consideration, as the case may be, in the same form, terms and conditions of the Convertible Notes issued at Completion except the conversion price being the average closing price of the shares of the Company as stated in the Stock Exchange daily quotations sheet for the 10 Business Days immediately preceding the date of the Notification;
‘‘Contingent Consideration’’
means the contingent consideration equal to the Shortfall Difference payable by the Purchaser to the Vendor in accordance with the terms and conditions of the Second Supplemental Agreement;
‘‘Conversion Shares’’ means the new Shares to be issued and allotted by the Company upon the exercise in full by the holders of the Convertible Notes and the Additional Convertible Notes of the conversion rights thereunder;
‘‘Convertible Notes’’ means the convertible notes in the principal amount of HK$500,000 each (or an integral multiple thereof) and in the aggregate amount of HK$5,000,000 to be issued by the Company in favour of the Vendor and/or the Nominee(s) at the respective Completion;
‘‘New Sale Interest A’’
means 30.0% interests in the Rights in the Valle de Lerma Concession in the province of Salta;

– 20 –

‘‘Nominee(s)’’
means (where appropriate, jointly and severally) any person(s) or in case of corporation(s), each being a whollyowned subsidiary of the Vendor, to be nominated by the Vendor to be the registered holder of the Convertible Notes and/or the Additional Convertible Notes and/or the grantee of the Promissory Notes and deemed a party or parties acting in concert with the Vendor within the meaning of the Takeovers Code and a ‘‘Nominee’’ and ‘‘Nominees’’ shall be construed accordingly;
‘‘Notification’’
means the notification in writing to be issued by the Company to the Vendor if the Final Valuation Report shows that the aggregate value of the New Sale Interests concerning the Concessions (including the value of the natural resources which have been exploited or extracted from the Concessions after Completion) to be not less than HK$35,000,000 (or its equivalent in other foreign currency);
‘‘Promissory Notes’’
means the two promissory notes in the principal amount of HK$2,500,000 each and in the aggregate amount of HK$5,000,000 issued by the Company to be redeemed on or before 4 September 2014 and the term ‘‘Promissory Note’’ shall be construed accordingly;
‘‘Revised Consideration’’
means the total consideration in the amount of HK$35,000,000 payable by the Purchaser to the Vendor for the New Sale Interests;
‘‘Second Supplemental Agreement’’
means the second supplemental agreement to the Acquisition Agreement dated 24 December 2012 entered into by the Company, the Purchaser, the Vendor, Target Company A and Target Company B;
‘‘Takeovers Code’’
means the Hong Kong Code on Takeovers and Mergers; and
‘‘Third Deposit’’
means the sum of HK$5,000,000 paid by the Purchaser to the Vendor as refundable deposit by way of issuance and delivery of the Promissory Notes by the Company pursuant to the Second Supplemental Agreement.

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

Hong Kong, 26 December, 2012

– 21 –

As at the date of this announcement, the executive Directors are Mr. Cheng Kam Chiu, Stewart, Mr. Cheng Ming Kit and Mr. Sun Jiang Tian; non-executive Director is Mr. Wong Man Kong, Peter and independent non-executive Directors are Mr. Chan Chi Yuen, Mr. Fung Siu To, Clement and Mr. Chiu Wai On.

– 22 –

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GoFintech Quantum Innovation Limited M&A Activity 2012

49098_rns_2012-12-26_5b6b6b7e-349c-46b0-b0e9-c012e5076c88.pdf

NEW TIMES ENERGY CORPORATION LIMITED 新時代能源有限公司[*] (Incorporated in Bermuda with limited liability)

SECOND SUPPLEMENTAL AGREEMENT TO THE ACQUISITION AGREEMENT

THE SECOND SUPPLEMENTAL AGREEMENT

Subject Matter of the Transaction

Additional Deposit

Revised Consideration

Contingent Consideration after Completion

LISTING RULES IMPLICATIONS

THE SECOND SUPPLEMENTAL AGREEMENT

Background

Subject Matter of the Transaction

Additional Deposit

Aggregate and Principal Amount of the Promissory Notes

Aggregate Amount of the Convertible Notes

Revised Consideration

Conditions Precedent

Conditions precedent to Completion A

Conditions precedent to Completion B

Conditions precedent to Completion C

Fulfilment of the Conditions Precedent

Extension of Long Stop Date

Further Undertakings after Completion A

Escrow Arrangement for Completion Convertible Notes

Termination — New Sale Interest A

Termination — New Sale Interest B

Termination — New Sale Interest C

Termination — New Sale Interest D

Contingent Consideration after Completion

REASONS FOR AND BENEFITS OF THE SECOND SUPPLEMENTAL AGREEMENT

SHAREHOLDING STRUCTURE OF THE COMPANY

LISTING RULES IMPLICATIONS

DEFINITIONS

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

AI assistant

GoFintech Quantum Innovation Limited — M&A Activity 2012

49098_rns_2012-12-26_5b6b6b7e-349c-46b0-b0e9-c012e5076c88.pdf

NEW TIMES ENERGY CORPORATION LIMITED 新 時 代 能 源 有 限 公 司[*] (Incorporated in Bermuda with limited liability)

SECOND SUPPLEMENTAL AGREEMENT TO THE ACQUISITION AGREEMENT

THE SECOND SUPPLEMENTAL AGREEMENT

Subject Matter of the Transaction

Additional Deposit

Revised Consideration

Contingent Consideration after Completion

LISTING RULES IMPLICATIONS

THE SECOND SUPPLEMENTAL AGREEMENT

Background

Subject Matter of the Transaction

Additional Deposit

Aggregate and Principal Amount of the Promissory Notes

Aggregate Amount of the Convertible Notes

Revised Consideration

Conditions Precedent

Conditions precedent to Completion A

Conditions precedent to Completion B

Conditions precedent to Completion C

Fulfilment of the Conditions Precedent

Extension of Long Stop Date

Further Undertakings after Completion A

Escrow Arrangement for Completion Convertible Notes

Termination — New Sale Interest A

Termination — New Sale Interest B

Termination — New Sale Interest C

Termination — New Sale Interest D

Contingent Consideration after Completion

REASONS FOR AND BENEFITS OF THE SECOND SUPPLEMENTAL AGREEMENT

SHAREHOLDING STRUCTURE OF THE COMPANY

LISTING RULES IMPLICATIONS

DEFINITIONS

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

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NEW TIMES ENERGY CORPORATION LIMITED 新時代能源有限公司[*] (Incorporated in Bermuda with limited liability)