GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2005

Jul 13, 2005

THIS CIRCULAR 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 New Times Group 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 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.

NEW TIMES GROUP HOLDINGS LIMITED 新時代集團控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 166)

CHANGE OF AUDITORS

A notice convening a special general meeting of the Company to be held at 10:00 a.m. on Thursday, 28 July 2005 at Unit 2003-06, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong is set out in 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 Ground Floor, BEA 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 form of proxy will not preclude you from subsequently attending and voting at the special general meeting or any adjourned meeting should you so wish.

11 July 2005

* For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Notice of Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4

DEFINITIONS

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

“2004/2005 Results”	the financial results of the Company for the financial
	year ending 31 March 2005
“Announcement”	The announcement in respect of the change of auditors
	of the Company and its subsidiaries dated 8 July 2005
“Board”	the board of Directors
“Bye-laws”	the Bye-laws of the Company
“Company”	New Times Group Holdings Limited, a company
	incorporated in Bermuda with limited liability, the
	shares of which are listed on the Stock Exchange (stock
	code: 166)
“Directors”	directors of the Company
“Share(s)”	ordinary share(s) of HK$0.10 each in the capital of the
	Company
“Shareholder(s)”	the holder(s) of the Share(s)
“Special General Meeting”	the special general meeting of the Company to be held
	at Unit 2003-06, Shui On Centre, 6-8 Harbour Road,
	Wanchai, Hong Kong on Thursday, 28 July 2005 at
	10:00 a.m., the notice of which is set out in this circular
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

– 1 –

LETTER FROM THE BOARD

NEW TIMES GROUP HOLDINGS LIMITED 新時代集團控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 166)

Executive Directors:

Mr. Liu Ji Cheng (Deputy Chairman) Mr. Lam Kwan Sing

Non-executive Director:

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Ms. Huang Ning

Independent Non-executive Directors: Ms. Kwai Laam Mr. Lau Man Tak Mr. Qi Jin Feng

Principal place of business in Hong Kong: Unit 2003-06 Shui On Centre 6-8 Harbour Road Wanchai Hong Kong 11 July 2005

To the Shareholders of the Company

Dear Sir or Madam,

CHANGE OF AUDITORS

INTRODUCTION

The purpose of this circular is to provide Shareholders with details of the change of auditors of the Company and its subsidiaries.

CHANGE OF AUDITORS

The Board announced in the Announcement that Ernst & Young (“E&Y”) resigned as auditors of the Company and its subsidiaries with effect from 22 March 2005 as the Company and E&Y could not agree on the audit fee for the financial year ending 31 March 2005.

Upon receipt of their resignation letter, the Board continued to negotiate with E&Y with a view to retain E&Y as auditors of the Company. In the meantime, the Company also started sourcing the new auditors in the market. Accordingly, no immediate announcement was made by the Company in relation to the resignation of E&Y. In their letter of resignation dated 22 March 2005, E&Y confirmed that there are no circumstances connected with their resignation which should be brought to the attention of the members or creditors of the Company or its subsidiaries.

E&Y further confirmed in their letter dated 30 June 2005 that the reason for their resignation is that E&Y and the Company could not come to an agreement on the audit fees for the financial year ending 31 March 2005. The Board viewed that it is out of commercial reason that E&Y increase their audit fees for the financial year ending 31 March 2005. Both the Board and the audit committee of the Company confirmed that there is no disagreement between the Company and E&Y and there are no circumstances connected to E&Y’s resignation which should be brought to the attention of the members or creditors of the Company. The audit committee of the Company further confirmed that it is not aware of anything that is unusual or there are some unresolved or disagreed issues up to the date of E&Y’s resignation that ought to be brought to the attention of the shareholders of the Company. No audit work on the financial results of the Company for the financial year ending 31 March 2005 has yet been commenced by E&Y.

* For identification purpose only

– 2 –

LETTER FROM THE BOARD

The Board proposes to appoint CCIF CPA Limited (“CCIF”) as the auditors of the Company to fill the vacancy left by the resignation of E&Y and to hold office until the conclusion of the next annual general meeting of the Company, subject to the appointment being approved by the shareholders of the Company at the Special General Meeting to be convened pursuant to the bye-laws of the Company. The Board expected that the change of auditors of the Company may affect the release of 2004/2005 Results.

An ordinary resolution will be proposed at the Special General Meeting to approve the appointment of CCIF as auditors of the Company and its subsidiaries.

SPECIAL GENERAL MEETING

A notice convening the Special General Meeting of the Company to be held at Unit 2003-06, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Thursday, 28 July 2005, at 10:00 a.m. is set out on page 4 of this circular.

A form of proxy for use by the Shareholders at the Special General Meeting is enclosed with this circular. Whether or not you intend to attend and vote at the Special General Meeting in person, you are requested to complete the form of proxy and return it to the office of the branch share registrar of the Company in Hong Kong, Tengis Limited, at Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong in accordance with the instructions printed thereon 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 form of proxy will not prevent you from attending and voting at the Special General Meeting or any adjourned meeting should you so wish.

PROCEDURE FOR DEMANDING A POLL

Pursuant to Bye-law 66, a poll may be demanded in relation to a resolution put to the vote of the Special General Meeting before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll:

• (a) by the chairman of such meeting; or

• (b) by at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• (c) by any Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• (d) by any Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

RECOMMENDATION

The Board considers that the appointment of CCIF as auditors of the Company and its subsidiaries is in the best interest of the Company and its Shareholders and recommends the Shareholders to vote in favour of the ordinary resolution to be proposed at the Special General Meeting.

Yours faithfully, By order of the Board of New Times Group Holdings Limited Liu Jicheng Deputy Chairman

– 3 –

NOTICE OF SPECIAL GENERAL MEETING

NEW TIMES GROUP HOLDINGS LIMITED 新時代集團控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 166)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of New Times Group Holdings Limited (the “ Company ”) will be held at Unit 2003-06, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Thursday, 28 July 2005 at 10:00 a.m., for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution:

Ordinary Resolution

“ THAT CCIF CPA Limited be and are hereby appointed as auditors of the Company and its subsidiaries to fill the vacancy left by the resignation of Ernst & Young and to hold office until the conclusion of the next annual general meeting of the Company at a fee to be fixed by the directors of the Company”.

By order of the Board of New Times Group Holdings Limited Liu Jicheng Deputy Chairman

Hong Kong, 11 July 2005

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 Ground Floor, BEA 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.

* For identification purpose only

– 4 –