GoFintech Quantum Innovation Limited — M&A Activity 2013

Mar 5, 2013

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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any 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 IN RELATION TO THE PROPOSED ACQUISITION OF 100% EQUITY INTERESTS IN RESPECT OF GUIZHOU SHUNYAO ENERGY INVESTMENT COMPANY LTD INVOLVING THE PROPOSED ISSUANCE OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE

THE SECOND SUPPLEMENTAL AGREEMENT

On 5 March 2013, the Original Purchaser, the New Purchaser, the Vendors and the Target Company entered into the Supplemental Agreement, pursuant to which the Original Purchaser agreed to transfer, and the New Purchaser agreed to accept all the rights, interests and benefits, and assume all the obligations, responsibilities and liabilities pursuant to the Acquisition Agreement, while the Vendors and the Target Company also agreed to perform and discharge their obligations and responsibilities to the New Purchaser pursuant to the Acquisition Agreement.

The Acquisition is subject to a series of conditions precedent as set out in the section headed ‘‘Conditions Precedent to the Acquisition Agreement’’ of the Circular and under the Acquisition Agreement. As the Acquisition may or may not proceed, Shareholders and potential investors of the Company are advised to exercise caution when dealing in securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.

• For identification purpose only

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Reference is made to the announcements dated 2 December 2012, 21 December 2012 and 16 January 2013, 6 February 2013, and the circular dated 19 February 2013 (the ‘‘Circular’’) in relation to the proposed acquisition of 100% equity interests in respect of 貴州舜堯能源投 資有限公司 (GuiZhou ShunYao Energy Investment Co., Ltd*) involving the proposed issuance of convertible bonds under specific mandate.

Unless otherwise stated herein, terms and expressions used herein shall have the same meanings as those defined in the announcements and the circular.

THE SECOND SUPPLEMENTAL AGREEMENT TO THE ACQUISITION AGREEMENT

The principal terms of the Supplemental Agreement are as follows:

Date:	Date:	5 March 2013
Parties:
(i)	Original Purchaser:	ShenZhen Sino Hong Kong New Times Energy Corporation
		Limited* (深圳中港新時代能源有限公司);
(ii)	New Purchaser:	HuaiAn New Times Energy Corporation Limited* (淮安新時
		代能源有限公司);
(iii)	Vendors:	Mr. Lai ZuoYi (黎作義), Mr. Lai ZuoJun (黎作軍), Mr. Zhang
		ChaoLin (張超林), and Mr. Zhang ZhiChao (張志超); and
(iv)	Target Company:	GuiZhou ShunYao Energy Investment Company Limited* (貴
		州舜堯能源投資有限公司)

The Original Purchaser is a wholly foreign-owned enterprise established in the PRC with limited liability, an indirectly wholly-owned subsidiary of the Company and is an investment holding company.

The New Purchaser is also a wholly foreign-owned enterprise established in the PRC with limited liability, an indirectly wholly-owned subsidiary of the Company and is an investment holding company.

The Target Company is an investment holding company incorporated in the PRC with limited liability.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Vendors and their ultimate beneficial owners and the Target Company are Independent Third Parties.

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From the date of signing the Supplemental Agreement, the Original Purchaser, the New Purchaser, the Vendor, and the Target Company shall have the following rights and responsibilities:

• a. The New Purchaser shall replace the Original Purchaser as one of the parties in the Acquisition Agreement. The parties agree that the Original Purchaser shall transfer all its rights, interests and benefits as well as obligations, responsibilities and liabilities under the Acquisition Agreement to the New Purchaser.

• b. The Vendor and the Target Company shall treat the New Purchaser as the party to the Acquisition Agreement in place of the Original Purchaser, and continue to perform and discharge its obligations and responsibilities under the Acquisition Agreement.

• c. Concerning the consideration which has been settled with the Vendors by the Original Purchaser, the arrangements shall be dealt with by the Original Purchaser and the New Purchaser separately.

The Vendors shall release the Original Purchaser from all the obligations and responsibilities under the Acquisition Agreement, regardless of whether they are incurred before or after the signing of the Supplemental Agreement.

In addition, by entering into the Supplemental Agreement, the Original Purchaser, the New Purchaser, the Vendor, and the Target Company form the following special agreements:

• a. The parties confirm that, unless otherwise agreed, upon signing the Supplemental Agreement, all the terms and conditions in the Acquisition Agreement shall be binding on the New Purchaser, the Vendors and the Target Company.

• b. Any issues not agreed upon in the Supplemental Agreement shall be dealt with in the manners agreed in the Acquisition Agreement.

The Acquisition is subject to a series of conditions precedent as set out in the section headed ‘‘Conditions Precedent to the Acquisition Agreement’’ of the Circular and under the Acquisition Agreement. As the Acquisition may or may not proceed, Shareholders and potential investors of the Company are advised to exercise caution when dealing in securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.

DEFINITIONS

• ‘‘Acquisition Agreement’’ the agreement and the first supplemental agreement both dated 1 December 2012 entered into between the Original Purchaser, the Target Company and the Vendors in respect of the Acquisition

• ‘‘New Purchaser’’ 淮安新時代能源有限公司 (HuaiAn New Times Energy Corporation Limited*), a wholly foreign-owned enterprise established in the PRC with limited liability and an indirectly wholly-owned subsidiary of the Company

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‘‘Original Purchaser’’

深圳中港新時代能源有限公司 (ShenZhen New Times Energy Corporation Limited), a wholly foreign-owned enterprise established in the PRC with limited liability and an indirectly wholly-owned subsidiary of the Company

‘‘Supplemental Agreement’’

the second supplemental agreement dated 5 March 2013 entered into between the Company, the Original Purchaser, the New Purchaser, the Target Company and the Vendors in respect of the Acquisition

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

Hong Kong, 5 March 2013

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

• For identification purpose only

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