GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2003

Mar 25, 2003

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult a stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Pacific Challenge Holdings Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(Incorporated in Bermuda with limited liability)

PROPOSED CHANGE OF COMPANY NAME AND ADOPTION OF CHINESE NAME FOR IDENTIFICATION PURPOSES

A notice convening a special general meeting of the Company to be held at 11 a.m. on Thursday, 17th April, 2003 at Suite 20B, 20/F, Nine Queen’s Road Central, Hong Kong is set out on page 4 of this circular. A form of proxy is also enclosed. Whether or not you are able to attend and vote at the special general meeting, you are requested to complete the enclosed proxy form and return it to the office of the branch share registrar of the Company in Hong Kong, Tengis Limited at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the special general meeting. Completion and return of the proxy form will not preclude you from subsequently attending and voting at the special general meeting or any adjourned meetings should you so wish.

21st March, 2003

* For identification purpose only

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“Board”	the board of Directors of the Company;
“Company”	Pacific Challenge Holdings Limited, an exempted company
	incorporated in Bermuda with limited liability, the shares
	of which are listed on the Stock Exchange;
“Directors”	directors of the Company;
“Group”	the Company and its subsidiaries;
“Share(s)”	ordinary share(s) of HK$0.10 each in the capital of the
	Company or if there has been a sub-division, consolidation,
	reclassification of or reconstruction of the share capital of
	the Company, shares forming part of the ordinary share
	capital of the Company;
“Shareholder(s)”	registered holder(s) of Share(s);
“Special General Meeting”	the special general meeting of the Company to be held at
	Suite 20B, 20/F, Nine Queen’s Road Central, Hong Kong
	on Thursday, 17th April, 2003 at 11:00 a.m., notice of which
	is set out on page 4 of this circular, or any adjournment
	thereof;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“HK$”	Hong Kong dollars, the lawful currency in Hong Kong.

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LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

Executive Directors: Cheong Tin Yau (Chairman) Lam Kwan Sing

Independent Non-Executive Directors: Lau Ching Yin, Judy Chau Oi Ching, Samuel Lo Kwok Hung, John

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and principal place of business in Hong Kong: 22/F

80 Gloucester Road Wanchai Hong Kong

21st March, 2003

To the Shareholders and, for information only, the holders of the share options of the Company

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND ADOPTION OF CHINESE NAME FOR IDENTIFICATION PURPOSES

CHANGE OF COMPANY NAME

As published in the Company’s announcement dated 18th March, 2003, the Board proposed that the name of the Company be changed to “New Times Group Holdings Limited” (the “Change of Name”) so as to reflect the change in control and management of the Company since July 2002. The Board considers that the proposed name of the Company appropriately heralds a new era for the Group as the new management is able to bring in a fresh outlook and alternative strategies for the Group’s businesses and accordingly believes that the proposed new name of the Company suitably reflects this change. The Change of Name is subject to the following conditions:

• (i) the passing of a special resolution by the Shareholders to approve the Change of Name at the Special General Meeting; and

• (ii) the Registrar of Companies in Bermuda granting approval for the Change of Name.

The Change of Name will take effect on the date (“Effective Date”) on which the new name is entered by the Registrar of Companies in Bermuda on the register in place of the existing name.

The Change of Name will not affect any of the rights of the Shareholders. All existing share certificates in issue bearing the present name of the Company will after the Effective Date continue to be evidence of title to the Shares, and will be valid for trading, settlement and delivery for the

* For identification purpose only

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LETTER FROM THE BOARD

same number of Shares in the new name of the Company. Accordingly, there will not be any arrangement for free exchange of existing share certificates for new share certificates under the new name. Once the Change of Name has become effective, new share certificates of the Company will be issued in the new name of the Company. A further announcement will be made in relation to the Effective Date and the trading arrangements of the securities of the Company in its new name (including the date on which trading under the new name on the Stock Exchange will take effect) when the Change of Name has become effective.

ADOPTION OF CHINESE NAME FOR IDENTIFICATION PURPOSES

The Board also proposed to adopt “新時代集團控股有限公司 ” as the Chinese name of the Company for the purpose of identification and registration with the Registrar of Companies in Hong Kong on the Effective Date (“Adoption of Chinese Name”), subject to the passing of the special resolution by the Shareholders to approve the Adoption of Chinese Name at the Special General Meeting and the Registrar of Companies in Hong Kong granting the relevant approval.

SPECIAL GENERAL MEETING

Set out on page 4 of this circular is a notice convening the Special General Meeting to be held at Suite 20B, 20/F, Nine Queen’s Road Central, Hong Kong on Thursday, 17th April, 2003 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the special resolution to approve the proposed Change of Name and Adoption of Chinese Name.

A form of proxy is also enclosed. Whether or not you are able to attend and vote at the Special General Meeting, you are requested to complete the enclosed proxy form and return it to the office of the branch share registrar of the Company in Hong Kong, Tengis Limited at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Special General Meeting. Completion and return of the proxy form will not preclude you from subsequently attending and voting at the Special General Meeting or any adjourned meetings should you so wish.

RECOMMENDATION

The Directors believe that the Change of Name and the Adoption of Chinese Name appropriately heralds a new era for the Group as the new management is able to bring in a fresh outlook and alternative strategies for the Group’s businesses and accordingly believes that the proposed new name of the Company suitably reflects this change, and are in the interests of the Company, and so recommend the Shareholders to vote in favour of the special resolution approving the same to be proposed at the Special General Meeting.

Yours faithfully, By order of the Board of

Pacific Challenge Holdings Limited Cheong Tin Yau Chairman

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NOTICE OF SPECIAL GENERAL MEETING

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(Incorporated in Bermuda with limited liability)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Pacific Challenge Holdings Limited (the “ Company ”) will be held at Suite 20B, 20/F, Nine Queen’s Road Central, Hong Kong on Thursday, 17th April, 2003 at 11:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

“ THAT :

1. subject to the approval of the Registrar of Companies in Bermuda being obtained, the name of the Company be changed to “New Times Group Holdings Limited”; and

2. subject to the approval of the Registrar of Companies in Hong Kong being obtained and upon the change of name of the Company referred to in the foregoing paragraph becoming effective, “新時代集團控股有限公司 ” be adopted as the Company’s Chinese name for the purposes of identification and registration with the Registrar of Companies in Hong Kong.”

By order of the Board of Pacific Challenge Holdings Limited Cheong Tin Yau Chairman

Hong Kong, 21st March, 2003

Notes:–

1. A shareholder entitled to attend and vote at the above meeting may appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a shareholder of the Company.

2. Where there are joint registered holders of any Share, any one such persons may vote at the meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

3. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the office of the branch share registrar of the Company in Hong Kong, Tengis Limited at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

4. For identification purpose only

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