GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2007

Nov 23, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in New Times Group Holdings Limited (the “ Company ”), you should at once hand this circular together 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.

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)

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL AND RE-ELECTION OF RETIRING DIRECTORS

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Independent Board Committee is set out on page 9 of this circular and a letter from Hercules Capital Limited to the Independent Board Committee and the Independent Shareholders is set out on pages 10 to 14 of this circular.

A notice convening the special general meeting of New Times Group Holdings Limited to be held at 2003–06 Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong on Wednesday, 12 December 2007 at 10:00 a.m. is set out on pages 17 to 19 of this circular. Whether or not you intend to attend such meeting, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the share registrar of the Company in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding such meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting if you so wish.

26 November 2007

* For identification purpose only

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . . . . . . .	9
LETTER FROM HERCULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX – DETAILS OF DIRECTORS PROPOSED TO BE
RE-ELECTED AT THE SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
NOTICE OF SPECIAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– i –

DEFINITIONS

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

• “Additional Convertible Notes”

the additional convertible notes in the aggregate principal amount of HK$234 million to be issued under the agreement dated 12 November 2007 supplementing to the final and formal contract dated 31 October 2007 entered into among the Company, Mr. Chan Koon Wa and Mr. Wong Cheung Yiu

“Additional Conversion Shares” the 66,857,143 new Shares to be issued by the Company upon conversion in full by the holders of the Additional Convertible Notes of the conversion rights attaching to the Additional Convertible Notes at the conversion price of HK$3.50 per Share

“AGM” the annual general meeting of the Company held on 29 June 2007 “associates” the meanings ascribed to it under the Listing Rules “Board” the board of Directors “Bye-laws” the existing bye-laws of the Company “Company” New Times Group Holdings Limited, company incorporated in Bermuda with limited liability, and the shares of which are listed on the main board of the Stock Exchange “connected person” has the meanings ascribed to it under the Listing Rules “Consideration Shares” 272,152,758 Shares to be allotted and issued at the price of HK$1.50 per Share, credited as fully paid, to Mr. Chan Koon Wa and Mr. Wong Cheung Yiu (or their nominee) on completion of the final and formal contract dated 31 October 2007 (as supplemented by the supplemental agreement dated 12 November 2007), details of which is contained in the Company’s announcements dated 25 October 2007, 1 and 14 November 2007 “Conversion Shares” 6,241,180,574 new Shares to be issued by the Company upon conversion in full by the holders of the Convertible Notes at the conversion rights attaching to the Convertible Notes at the conversion price of HK$1.50 per Share

– 1 –

DEFINITIONS

“Convertible Notes”	convertible notes in the principal amount of
	HK$9,361,770,862 to be issued on completion of the
	final and formal contract dated 31 October 2007 (as
	supplemented by the supplemental agreement dated
	12 November 2007), details of which is contained in
	the Company’s announcements dated 25 October 2007,
	1 and 14 November 2007
“Director(s)”	the director(s) of the Company
“Existing Issue Mandate”	the general mandate granted to the Directors on the
	AGM to allot, issue and deal with new Shares of up to
	20% of the issued share capital of the Company as at
	the date of passing of the relevant ordinary resolution
“Group”	the Company and its subsidiaries
“Hercules”	Hercules Capital Limited, the independent financial
	adviser to the Independent Board Committee and the
	Independent Shareholders in relation to the
	Refreshment of Issue Mandate
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Independent Board Committee”	an independent committee of the Board comprising
	Mr. Fung Chi Kin, Mr. Qian Zhi Hui and Mr. Chiu
	Wai On, the independent non-executive Directors, to
	advise the Independent Shareholders in relation to the
	Refreshment of Issue Mandate
“Independent Shareholders”	the Shareholders other than the controlling
	Shareholders, the executive and non-executive
	Directors and the chief executive of the Company and
	their respective associates
“Latest Practicable Date”	23 November 2007, being the latest practicable date
	prior to the printing of this circular for ascertaining
	certain information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange

– 2 –

DEFINITIONS

“New Issue Mandate”	the general mandate proposed to be granted to the
	Directors at the SGM to exercise all the powers of the
	Company to allot, issue and otherwise deal with new
	Shares not exceeding 20% of the issued share capital
	of the Company as at the date of the SGM
“Refreshment of Issue Mandate”	the proposed refreshment of the Existing Issue
	Mandate to the New Issue Mandate
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“SGM”	the special general meeting of the Company to be
	convened and held at 2003–06 Shui On Centre, 6–8
	Harbour Road, Wanchai, Hong Kong on Wednesday,
	12 December 2007 at 10 a.m. to approve the
	Refreshment of Issue Mandate, the proposed increase
	in the authorised share capital of the Company and
	the re-election of retiring Directors
“Share(s)”	ordinary share(s) of HK$0.10 each in the share capital
	of the Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Top-up Subscription”	the subscription by Good Power International Limited
	of 107,000,000 Shares pursuant to the Top-up
	Subscription Agreement
“Top-up Subscription Agreement”	the Top-up Subscription Agreement entered into
	between the Company and Good Power International
	Limited in relation to the Top-Up Subscription on 29
	October 2007
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

– 3 –

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. Tse On Kin Mr. Wu Jian Feng Mr. Zhang Cheng Jie Mr. Li Guoping

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Non-executive Directors: Mr. Tsang Kwong Fook, Andrew Mr. Chan Chi Yuen Mr. Chan Chung Yin

Independent Non-executive Directors: Mr. Fung Chi Kin Mr. Qian Zhi Hui Mr. Chiu Wai On

Head office and principal place of business:

Unit 2003–06, Shui On Centre 6–8 Harbour Road Wanchai Hong Kong

26 November 2007

To the Shareholders and, for information only, to the holders of the Convertible Notes

Dear Sir/Madam,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL AND RE-ELECTION OF RETIRING DIRECTORS

INTRODUCTION

The purposes of this circular are: (i) to provide you with information relating to the Refreshment of Issue Mandate, the proposed increase in the authorised share capital of the Company and the re-election of retiring Directors; (ii) to set out the recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Refreshment of Issue Mandate; (iii) to set out a letter from Hercules to the Independent Board Committee and the Independent Shareholders in relation to the Refreshment of Issue Mandate; (iv) to provide Shareholders with a notice of SGM at which resolutions will be proposed to consider and, if thought fit, to approve the New Issue Mandate, the proposed increase in the authorised share capital of the Company and the re-election of retiring Directors.

• For identification purpose only

– 4 –

LETTER FROM THE BOARD

REFRESHMENT OF ISSUE MANDATE

At the AGM, the Directors were granted the Existing Issue Mandate to allot, issue and deal with new Shares up to 20% of the aggregate issued share capital of the Company as at the date of such meeting. As at the date of the AGM, 666,305,030 Shares were in issue and accordingly, a maximum of 133,261,006 new Shares can be issued under the Existing Issue Mandate.

During the period from the date of the AGM to the Latest Practicable Date, the Existing Issue Mandate has been utilised as to 107,000,000 Shares for the Top-up Subscription. As set out in the announcement of the Company dated 30 October 2007, the Company intends to use the net proceeds of approximately HK$165.1 million from the Top-up Subscription to finance the company’s prospective investment in oilfields. As at the Latest Practicable Date, approximately HK$57.7 million has been utilised for the acquisition of the exploration and potential exploitation concessions granted by the Government of Argentina located in the province of Salta in northern Argentina covering a surface area of approximately 3,518 square kilometers and a surface area of approximately 7,065 square kilometers (the “ Acquisition ”) (details of which are contained in the Company’s announcements dated 25 October 2007, 1 and 14 November 2007) and the setting up of new offices in Beijing. The remaining HK$107.4 million will be used as to approximately HK$23.4 million to satisfy part of the consideration due under the Acquisition and approximately HK$84 million for the general working capital of the oilfields to be acquired under the Acquisition. Accordingly, only 26,261,006 new Shares can be issued, representing approximately 3.38% of the issued share capital of the Company as at the Latest Practicable Date, can be issued Under the Existing Issue Mandate. The remaining mandate of 26,261,006 Shares will expire upon the approval of the Refreshment of Issue Mandate.

In order to provide flexibility and discretion to the Directors to issue new Shares in the future, the Directors propose to the Shareholders a resolution to grant the New Issue Mandate such that the Directors can exercise the power of the Company to issue new Shares up to 20% of the issued share capital of the Company as at the SGM. The Company at present does not have any concrete plan regarding the utilisation of the New Issue Mandate.

Subject to the approval of the Independent Shareholders for the Refreshment of Issue Mandate, and assuming that no other Share will be issued or repurchased by the Company and no other change to the issued share capital of the Company on or prior to the date of the SGM, the Shares in issue as at the date of the SGM would be 777,638,030 Shares, which means that the Directors would be authorised to allot and issue a maximum of 155,527,606 Shares if the New Issue Mandate is refreshed.

INCREASE IN AUTHORISED SHARE CAPITAL

In order to accommodate future expansion and growth of the Group, the Board proposes to seek the approval by way of an ordinary resolution at the SGM by the Shareholders of an increase in the authorised share capital of the Company from

– 5 –

LETTER FROM THE BOARD

HK$300,000,000 divided into 3,000,000,000 Shares to HK$2,000,000,000 divided into 20,000,000,000 Shares by creating an additional 17,000,000,000 unissued Shares. Such new Shares, upon issue, shall rank pari passu in all respects with the existing Shares of the Company. At the Latest Practicable Date, the issued share capital of the Company was 777,638,030. Save for the Consideration Shares, the Conversion Shares and the Additional Conversion Shares the Company did not have any present intention of issuing any part of the aforesaid capital as the Latest Practicable Date.

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Bye-law 86(2) of the Company’s Bye-Laws, Mr. Li Guoping and Mr. Tsang Kwong Fook, Andrew will retire as directors at the forthcoming general meeting and being eligible, offer themselves for re-election.

Brief biographical details of the retiring Directors who are proposed to be re-elected at the SGM are set out in the Appendix to this circular.

SGM

A notice convening the SGM with the resolutions, among other matters, is set out on pages 17 to 19 of this circular. Whether or not you are able to attend the meeting or any adjourned meeting, you are requested to complete the accompanying form of proxy and return it in accordance with the instructions printed thereon and deposit at the share registrar of the Company in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time of the meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you wish to do so.

According to the Listing Rules, any refreshment of the general mandate made before the next annual general meeting requires any controlling shareholders and their associates or, where there are no controlling shareholders, directors (excluding independent nonexecutive directors) and the chief executive of the issuer and their respective associates to abstain from voting in favour of the ordinary resolution for the refreshment of the general mandate.

As at the Latest Practicable Date, the Company had no controlling Shareholders and, one of the Directors, Mr. Tse On Kin and his associates together held 119,712,500 Shares representing approximately 15.4% of the issued share capital of the Company and Mr. Tse and his associates will abstain from voting at the SGM to approve the Refreshment of Issue Mandate. The approval of such resolution will be taken by poll.

No Shareholder would be required to abstain form voting on the proposed increase in the authorised share capital of the Company and the re-election of retiring Directors.

– 6 –

LETTER FROM THE BOARD

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 SGM 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.

In addition, in compliance with the Listing Rules, any vote of shareholders at a general meeting will be taken on a poll where:

• (a) the chairman of the general meeting and/or the directors individually or collectively hold proxies in respect of shares representing 5% or more of the total voting rights at the general meeting, and the meeting votes, on a show of hands, in the opposite manner to that instructed in those proxies unless it is apparent from the total proxies held that a vote taken on a poll will not reverse the vote taken on a show of hands;

• (b) the meeting is to approve connected transactions;

• (c) the meeting is to approve transactions that are subject to independent shareholders’ approval pursuant to the Listing Rules;

• (d) the meeting is to approve granting of options to a substantial shareholder or an independent non-executive director of the issuer, or any of their respective associates, as required under the Listing Rules; or

• (e) the meeting is to approve any other transactions in which a shareholder has a material interest and is therefore required to abstain from voting at the general meeting.

– 7 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors are of the opinion that (i) the Refreshment of Issue Mandate; (ii) the proposed increase in the authorised share capital of the Company; and (iii) the re-election of retiring Directors, are in the interests of the Company and the Shareholders as a whole and accordingly recommend the Independent Shareholders and the Shareholders (as the case may be) to vote in favour of the relevant resolutions to be proposed at the SGM.

An Independent Board Committee has been formed to advise the Independent Shareholders in connection with the Refreshment of Issue Mandate and Hercules has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. Hercules considers the Refreshment of Issue Mandate is fair and reasonable and in the interests of the Company and the Shareholders as a whole. The text of the letter of advice from Hercules containing its recommendation in respect of the Refreshment of Issue Mandate is set out on pages 10 to 14 of this circular.

The Independent Board Committee, having taken into account the advice of Hercules, considers the Refreshment of Issue Mandate is fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Independent Board Committee recommends that the Independent Shareholders should vote in favour of the relevant resolutions to be proposed at the SGM to approve the Refreshment of Issue Mandate. The full text of the letter from the Independent Board Committee is set out on page 9 of this circular.

GENERAL

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this circular is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this circular misleading; and (iii) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable. Copies of the Company’s memorandum of association and Bye-laws will be available for inspection at the principal place of business of the Company in Hong Kong at Unit 2003–06, Shui On Centre, 6–8 Harbour, Road, Wanchai, Hong Kong during normal business hours from the date of this circular up to and including the date of the SGM.

Yours faithfully,

For and on behalf of the Board of

News Times Group Holdings Limited Tse On Kin

Chairman

– 8 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of a letter from the Independent Board Committee setting out its recommendation to the Independent Shareholders in relation to the Refreshment of Issue Mandate:

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)

26 November 2007

To the Independent Shareholders

Dear Sir/Madam,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

We have been appointed as members of the Independent Board Committee to advise you in connection with the Refreshment of Issue Mandate, details of which are set out in the letter from the Board contained in the circular (the “ Circular ”) of the Company dated 26 November 2007. Terms defined in the Circular shall have the same meanings herein, unless the context otherwise requires.

Having taken into account the advice and recommendation of Hercules as set out on pages 10 to 14 of the Circular, we are of the opinion that the Refreshment of Issue Mandate is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

We therefore recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM to approve the Refreshment of Issue Mandate.

Yours faithfully Fung Chi Kin Qian Zhi Hui Chiu Wai On Independent Board Committee

* For identification purpose only

– 9 –

LETTER FROM HERCULES

The following is the text of the letter of advice prepared by Hercules Capital Limited to the Independent Board Committee and the Independent Shareholders in respect of the Refreshment of Issue Mandate for incorporation in this circular:

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1503 Ruttonjee House 11 Duddell Street Central Hong Kong

26 November 2007

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

We refer to our engagement as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Refreshment of Issue Mandate, details of which are set out in the letter from the Board contained in the circular of the Company dated 26 November 2007 to the Shareholders (the “ Circular ”), of which this letter forms part. Unless the context requires otherwise, terms used in this letter have the same meanings as defined elsewhere in the Circular. As at the Latest Practicable Date, only further 26,261,006 Shares, representing approximately 3.38% of the issued share capital of the Company, can be issued under the Existing Issue Mandate. The Board therefore proposes to seek approval from the Independent Shareholders to grant the New Issue Mandate to the Directors such that the Directors can exercise the power of the Company to issue new Shares up to 20% of the issued share capital of the Company as at the date of the SGM.

The Independent Board Committee, comprising all the independent non-executive Directors, namely Mr. Fung Chi Kin, Mr. Qian Zhi Hui and Mr. Chiu Wai On, has been formed to advise the Independent Shareholders in respect of the Refreshment of Issue Mandate. We have been appointed to act as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

In formulating our recommendations, we have relied on the information and representations supplied, and the opinions expressed, by the Directors and have assumed that all statements and representations made or referred to in the Circular are true, accurate and complete at the time they were made and as at the date of the Circular, and will continue as such at the date of the SGM. We have no reason to doubt the truthfulness, accuracy and completeness of the information, opinions and representations contained or

– 10 –

LETTER FROM HERCULES

referred to in the Circular and provided to us by the Directors, and consider that they may be relied upon in formulating our opinion. The Directors have confirmed that, having made all reasonable enquiries and to the best of their knowledge and belief, there are no other matters the omission of which would make any statements in the Circular misleading. We consider that we have reviewed sufficient information to reach an informed view as set out in this letter, to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our recommendation as required under Rule 13.80 of the Listing Rules. We have no reason to suspect that any material information has been withheld by the Directors or management of the Group, or is misleading, untrue or inaccurate. We have not, however, for the purpose of this exercise, conducted any independent detailed investigation or audit into the businesses or affairs or future prospects of the Group.

PRINCIPAL FACTORS CONSIDERED

The principal factors that we have taken into consideration in arriving at our opinion are set out below:

A. Background and rationale

At the AGM, the Directors were granted the Existing Issue Mandate to allot, issue and deal with up to 133,261,006 Shares, representing 20% of the aggregate issued share capital of the Company as at the date of such meeting. The Company has not refreshed the general mandate to issue Shares since the AGM.

On 30 October 2007, the Board announced, inter alia , that the Company proposed to raise approximately HK$165.1 million, net of expenses, by the Top-up Subscription. The Top-up Subscription was completed in November 2007 with 107,000,000 subscription Shares issued under the Existing Issue Mandate. The net proceeds arising from the Top-up Subscription in the amount of approximately of HK$165.1 million are intended to be used to finance the company’s prospective investment in oilfields. As at the Latest Practicable Date, approximately HK$57.7 million has been utilised for the acquisition of the exploration and potential exploitation concessions granted by the Government of Argentina located in the province of Salta in northern Argentina covering a surface area of approximately 3,518 square kilometers and a surface area of approximately 7,065 square kilometers (details of which are contained in the Company’s announcements dated 25 October 2007, 1 and 14 November 2007) and the setting up of new offices in Beijing. Upon completion of the Top-up Subscription, the Existing Issue Mandate was utilised by 80.29%. In order to provide flexibility and discretion to the Directors to issue new Shares in the future, the Board proposes to the Shareholders a resolution to grant the New Issue Mandate such that the Directors can exercise the power of the Company to issue new Shares up to 20% of the issued share capital of the Company as at the date of the SGM.

– 11 –

LETTER FROM HERCULES

Fundraising activities in the past twelve months

Set out below is a summary of the Company’s fundraising activities in the past twelve months:

			Date of	Intended use of	Actual use
Description	Announcement Date	Net Proceeds	mandates granted	proceeds as announced	of proceeds
Top-up subscription	21 December 2006	About HK$17.15 million	8 September 2006	For general working	For general working
of 50,640,000 Shares				capital and/or possible	capital of the Group
				investment in future
Subscription of	21 December 2006	About HK$14.60 million	8 September 2006	For general working	For general working
42,060,000 Shares				capital and/or possible	capital of the Group
				investment in future
Top-up subscription	14 May 2007	About HK$53.10 million	16 April 2007	For general working	For general working
of 70,000,000 Shares				capital and/or possible	capital of the Group
				investment in future
Top-up subscription	16 May 2007	About HK$25.30 million	16 April 2007	For general working	For general working
of 30,000,000 Shares				capital and/or possible	capital of the Group
				investment in future
Subscription of	16 May 2007	About HK$8.70 million	16 April 2007	For general working	For general working
10,000,000 Shares				capital and/or possible	capital of the Group
				investment in future
Top-up Subscription	30 October 2007	About HK$165.1 million	29 June 2007	To finance the company’s	As to HK$57.7 million
				prospective investment	for the acquisition
				in oilfields	of the exploration
					and potential
					exploitation
					concessions in
					northern Argentina
					and as to HK$107.4
					remain unutilised(note)

Note : As stated in the letter from the Board, the remaining HK$107.4 million will be used as to approximately HK$23.4 million to satisfy part of the consideration due under the Acquisition and approximately HK$84 million for the general working capital of the oilfields to be acquired under the Acquisition.

Save for the foregoing, no other fundraising activities took place within the twelve-month period up to and including the Latest Practicable Date.

As noted from the Company’s latest interim report, the Group reported turnover of HK$117.6 million for the six months ended 30 June 2007, representing an increase of 39.0 times over the corresponding period of 2006. According to the Directors, the increase in turnover was mainly attributable to the trading of zinc ore concentrate and zinc Ingots commenced in November 2006 which in turn created additional working capital requirement for the Group. Based on the unaudited consolidated balance sheet of the Group as at 30 June 2007, the working capital of the Group also increased by 147.0% from HK$58.0 million as at 31 December 2006 to HK$143.4 million as at 30 June 2007.

– 12 –

LETTER FROM HERCULES

B. Flexibility in financing alternatives

We have been advised by the Directors that the granting of the New Issue Mandate will enhance the flexibility of the Company to manage its business for the following reasons:

• (i) the Company has been actively looking for suitable investment opportunities and may require funding when such opportunities arise;

• (ii) as at the Latest Practicable Date, only a further 26,261,006 Shares, representing 3.38% of the issued share capital of the Company can be issued under the Existing Issue Mandate, should any investment opportunities arise that require the issue of new Shares, a specific mandate would have to be sought and there would be no certainty as to whether the requisite Shareholders’ approval could be obtained in a timely manner; and

• (iii) the New Issue Mandate offers the Company an opportunity to raise funds by equity financing, particularly in a favorable equity market environment, which is important given the nature of equity financing is non-interest bearing and requires no collateral or security.

In view of the above, we consider that the New Issue Mandate would provide the Company with flexibility to raise additional capital for any possible funding requirements of the Group and is therefore in the interests of the Company and the Shareholders as a whole.

C. Other financing alternatives

As advised by the Directors, apart from equity financing, the Group will also consider other financing alternatives such as debt financing and bank borrowings. However, such alternatives depend on the Group’s profitability, financial standing, cost of funding and the then prevailing market condition. In addition, these alternatives may subject to lengthy due diligence and negotiations. The Directors confirmed that they would exercise due and careful consideration when choosing the best method of financing for the Group.

We consider that the granting of the New Issue Mandate will provide the Company with an additional alternative and it is reasonable for the Company to have the flexibility in deciding the financing methods for its future business development. Based on the foregoing, we are of the view that the Refreshment of Issue Mandate is in the interests of the Company and its Shareholders as a whole.

– 13 –

LETTER FROM HERCULES

D. Potential dilution to shareholding of the Independent Shareholders

The table below sets out the shareholdings of the Company as at the Latest Practicable Date and, for illustrative purpose, the potential dilution effect upon full utilisation of the New Issue Mandate.

	As at the		Upon full utilisation of	Upon full utilisation of
	Latest Practicable	Date	the New Issue Mandate
	Number of Shares	%	Number of Shares	%
Good Power International
Limited(1)	119,712,500	15.4	119,712,500	12.8
Public Shareholders	657,925,530	84.6	657,925,530	70.5
Exercise of the
New Issue Mandate	–	–	155,527,606	16.7
Total	777,638,030	100.0	933,165,636	100.0

Notes:

1. A company which is owned as to 80% by Mr. Tse On Kin, an executive Director and chairman of the Company, and 20% by Ms. Wong Chin Yen.

As illustrated in the table above, assuming no other Shares are issued or repurchased by the Company, the aggregate shareholding of the existing Shareholders will be diluted by approximately 16.7% upon full utilisation of the New Issue Mandate.

Taking into account the benefits of the New Issue Mandate as discussed above and the fact that the shareholdings of all Shareholders will be diluted to the same extent, we consider such dilution or potential dilution of shareholding to be acceptable.

RECOMMENDATION

Having considered the abovementioned principal factors and reasons, we consider that the Refreshment of Issue Mandate is fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, we would recommend the Independent Shareholders, as well as the Independent Board Committee to advise the Independent Shareholders, to vote in favour of the resolution to approve the Refreshment of Issue Mandate at the SGM.

Yours faithfully, For and on behalf of

Hercules Capital Limited Louis Koo

Managing Director

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APPENDIX

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE SGM

Mr. Li Guoping (“Mr. Li”)

Mr. Li, aged 57, has more than 40 years’ experience in petroleum industry. He had worked for China Petroleum & Chemical Corporation and served as managing director of Shengli Oilfield Gong Yi Petroleum Exploitation and Development Corporation (勝利油田 工益石油勘探開發公司 ), general manager of Shengli Oilfield Gong Yi Group Corporation (勝利油田工益集團公司 ), and Sinopec Shengli Oilfield Kyrgyz Exploitation and Development Project (中國石化勝利油田吉爾吉斯勘探開發項目 ). He has extensive experience in oil exploration, drilling and exploitation. Mr. Li holds a Master Degree in Economic and Management from The Kyrgyz National University.

Pursuant to the service agreement, the appointment of Mr. Li is for a term of one year and thereafter may be extended for such period as the Company and Mr. Li agree in writing. Mr. Li’s remuneration is fixed at HK$150,000 per month which is fixed with reference to market conditions and his duty responsibility with the Company. Mr. Li did not hold any directorship in any other listed companies in the past 3 years.

Mr. Li does not have any interests in the shares of the Company within the meaning of Part XV of the SFO nor have relationships with any other directors, senior management, substantial or controlling shareholders of the Company. Also, he does not hold any other positions with the Company or any member of the Group.

Saved as disclosed above, there is no other matter that need to be brought to the attention of the shareholders of the Company in relation to the appointment of Mr. Li and there is no information required to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Tsang Kwong Fook, Andrew (“Mr. Tsang”)

Mr. Tsang, aged 43, has over 16 years of experience in the project management and field of engineering. He holds a Bachelor of Civil Engineering degree from the Hong Kong Polytechnic University and a Master Degree in Business Administration from the Queensland University of Technology. Mr. Tsang was the Executive Director of New Smart Energy Group Limited from 19 June 2006 to 22 December 2006. Saved as disclosed above, Mr. Tsang did not hold directorships in any listed public companies in the last three years.

Pursuant to the service agreement, the appointment of Mr. Tsang is for a term of one year and thereafter may be extended for such period as the Company and Mr. Tsang agree in writing. Mr. Tsang’s remuneration is fixed at HK$100,000 per annum which is fixed with reference to market conditions and his duty responsibility with the Company.

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APPENDIX

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE SGM

Mr. Tsang does not have any interests in the shares of the Company within the meaning of Part XV of the SFO nor have relationships with any other directors, senior management, substantial or controlling shareholders of the Company. Also, he does not hold any other positions with the Company or any member of the Group.

Saved as disclosed above, there is no other matter that need to be brought to the attention of the shareholders of the Company in relation to the appointment of Mr. Tsang and there is no information required to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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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 IS HEREBY GIVEN that a special general meeting of New Times Group Holdings Limited (the “ Company ”) will be held at 10:00 a.m. on Wednesday, 12 December 2007 at Unit 2003–06, Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong for the following purposes:

1. To re-elect retiring directors and to authorise the board of directors to fix their remuneration.

2. As special business, to consider and, if though fit, pass the following resolutions with or without amendments as ordinary resolutions:

3. (A) “ THAT , to the extent not already exercised, the mandate to allot and issue shares of the Company given to the directors (the “ Directors ”) of the Company at the annual general meeting of the Company held on 29 June 2007 be and is hereby revoked and replaced by the mandate THAT :

   • (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with unissued shares of HK$0.10 each (the “ Shares ”) in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

   • (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

   • (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise), issued or dealt with by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements

* For identification purpose only

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NOTICE OF SPECIAL GENERAL MEETING

providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws (the “ Bye-laws ”) of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and

• (d) for the purpose of this resolution:

“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Byelaws, the Companies Act 1981 of Bermuda or any other applicable law of Bermuda to be held; or

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

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NOTICE OF SPECIAL GENERAL MEETING

• (B) “ THAT , the authorised share capital of the Company be and is hereby increased from HK$300,000,000 divided into 3,000,000,000 shares of HK$0.10 each (the “ Shares ”) to HK$2,000,000,000 divided into 20,000,000,000 Shares by the creation of an additional 17,000,000,000 Shares.”

By order of the Board New Times Group Holdings Limited Tse On Kin Chairman

Hong Kong, 26 November 2007

Registered Office: Head office and principal place of Clarendon House Business in Hong Kong: 2 Church Street Unit 2003–06, Shui On Centre Hamilton HM11 6–8 Harbour Road Bermuda Wanchai Hong Kong

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 certified copy thereof must be delivered to the office of the share registrar of the Company in Hong Kong, Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

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