GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2007

Jun 13, 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 INCREASE IN AUTHORISED SHARE CAPITAL PROPOSED AMENDMENTS TO THE BYE-LAWS AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting of the Company to be held at 12:30 p.m. on Friday, 29 June 2007, at Room 2003–06 Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong is set out in this circular. A form of the proxy is also enclosed. Whether or not you intend to attend the meeting in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit at the share registrar of the Company in Hong Kong, 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 the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

* For identification purpose only

13 June 2007

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Proposed Increase in Authorised Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Proposed Amendment to the Bye-Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Right to Demand a Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

– i –

DEFINITIONS

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

“Board”	the board of Directors;
“Bye-Laws”	the bye-laws of the Company;
“Companies Act”	the Companies Act 1981 of Bermuda;
“Company”	New Times Group Holdings Limited, a company
	incorporated in Bermuda with limited liability, the
	Shares of which are listed on the Stock Exchange;
“Directors”	the directors of the Company;
“Group”	Company and its subsidiaries from time to time;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China;
“Latest Practicable Date”	11 June 2007, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information in this circular;
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange;
“Ordinary Resolutions”	the ordinary resolutions to be proposed and passed at
	the SGM for the matters as set out in the SGM Notice;
“SGM”	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 Friday, 29 June 2007 at
	12:30 p.m., to consider and, if appropriate, to pass the
	Ordinary Resolutions, or any adjournment thereof;
“SGM Notice”	the notice of the SGM as set out in pages 6 to 7 of this
	circular;
“Shareholder(s)”	registered holder(s) of Share(s);
“Shares”	ordinary share(s) of HK$0.10 each in the share capital
	of the Company;
“Special Resolution”	the special resolution to be proposed and passed at
	the SGM for the matters as set out in the SGM Notice;
“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. Tse On Kin (Chairman) Mr. Wu Jian Feng Mr. Zhang Cheng Jie

Non-executive Directors: Mr. Chan Chi Yuen Mr. Chan Chung Yin, Victor

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

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

Head office and principal place of business in Hong Kong: Unit 2003–06, Shui On Centre 6–8 Harbour Road Wanchai Hong Kong

13 June 2007

To the Shareholders

Dear Sir or Madam,

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL AND PROPOSED AMENDMENTS TO THE BYE-LAWS

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

At the Latest Practicable Date, the authorised ordinary share capital of the Company was HK$90,000,000 divided into 900,000,000 shares of HK$0.10 each, of which 666,305,030 Shares had been issued and fully paid or credited as fully paid.

In order to accommodate future expansion and growth of the Group, the Directors propose to increase the authorised share capital of the Company from HK$90,000,000 divided into 900,000,000 Shares to HK$300,000,000 divided into 3,000,000,000 Shares by the creation of an additional 2,100,000,000 Shares.

The increase in the authorised share capital of the Company is conditional upon the passing of an ordinary resolution by the Shareholders at the SGM.

* For identification purpose only

– 2 –

LETTER FROM THE BOARD

Effect of the proposed increase in authorized share capital of the Company

The following table shows the authorized share capital of the Company as at the Latest Practicable Date and immediately after the proposed increase in the authorized share capital of the Company.

			Immediately after
			the proposed increase
	As at the		in authorized share capital
	Latest Practicable Date		of the Company
	Number of		Number of
	existing		existing
	shares	HK$	shares HK$
Authorised	900,000,000	90,000,000	3,000,000,000 300,000,000
Total issued	666,305,030	66,630,503	666,305,030 66,630,503
Total unissued	233,694,970	23,369,497	2,333,694,970 233,369,497

PROPOSED AMENDMENTS TO THE BYE-LAWS

As Section 89(4) of the Bermuda Companies Act 1981 permits the directors to fill any casual vacancy in the office of Auditor, the Directors propose to seek approval of the Shareholders by way of passing a special resolution at the SGM to amend the Bye-laws to the effect that any casual vacancy of Auditor can be filled by the Directors. The details of the proposed amendments to the Bye-laws are set out under Resolution 2 in the SGM Notice.

SPECIAL GENERAL MEETING

A notice convening the SGM to be held at Unit 2003-06 Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong on Friday 29 June 2007 at 12:30 p.m. is set out on pages 6 to 7 of this circular.

A form of proxy for use at the SGM is enclosed herewith. If you are not able to attend the SGM, you are requested to complete the form of proxy and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tengis Limited at 26/F Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the SGM. Completion and returning of a form of proxy will not preclude you from attending and voting at the SGM or any adjourned meetings if you so wish.

– 3 –

LETTER FROM THE BOARD

RIGHT TO DEMAND 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.

– 4 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

RECOMMENDATION

Having considered the reasons set out herein, the Directors consider that the proposed Ordinary and Special Resolutions for (a) the increase in authorised share capital of the Company; and (b) amendments to the Bye-Laws are in the best interest of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of such proposed resolutions at the SGM.

Yours faithfully For and on behalf of the Board New Times Group Holdings Limited Tse On Kin Chairman

– 5 –

NOTICE OF SGM

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 12:30 p.m. on Friday, 29 June 2007, at Room 2003-06 Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong for the following purposes:

SPECIAL BUSINESS

1. To consider and, if thought fit, to pass with or without amendments, the following resolution as an Ordinary Resolution:

“ THAT

the authorised share capital of the Company be and is hereby increased from HK$90,000,000 divided into 900,000,000 shares of HK$0.10 each (the “ Shares ”) to HK$300,000,000 divided into 3,000,000,000 Shares by the creation of an additional 2,100,000,000 Shares.”

1. To consider and, if thought fit, to pass with or without amendments, the following resolution as a Special Resolution:

“ THAT

the Bye-Laws of the Company be and are hereby amended in the following manner:

(a) BYE-LAW 156

by adding the sentence “The remuneration of an Auditor appointed by the Directors shall be fixed by the Directors.” after the first sentence in Bye-law 156.

(b) BYE-LAW 157

by deleting the words “convene a special general meeting to fill the vacancy” and insert the words “appoint an auditor to fill the vacancy and such Auditor shall to hold office until the close of the next annual general meeting of the Company” after the words “as soon as practicable” in Bye-law 157.”

* For identification purpose only

– 6 –

NOTICE OF SGM

1. To transact any other business.

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

Hong Kong, 13 June 2007

Head office and Principal place of business in Hong Kong: Unit 2003-06 Shiu On Centre 6–8 Harbour Road Wanchai Hong Kong

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

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 Company’s branch share registrars, Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.

– 7 –