GoFintech Quantum Innovation Limited - Proxy Solicitation & Information Statement 2008

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 your 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 , you should at once hand this circular to the purchaser or the transferee, or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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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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)

DISCLOSEABLE TRANSACTIONS AND MAJOR TRANSACTION RELATING TO DISPOSAL OF A SUBSIDIARY

Financial Adviser to New Times Group Holdings Limited

A notice convening a special general meeting of New Times Group Holdings Limited to be held at Unit 2003-06, Shui On Centre, 6–8 Habour Road, Wanchai, Hong Kong at 2:30 p.m. on Monday, 16 June 2008 is set out on pages 35 to 36 of this circular. Whether or not you intend to attend the special general meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding of the meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

29 May 2008

* for identification purpose only

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I – Financial information of the Group. . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Appendix II – Property valuation report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Appendix III – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
Notice of Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35

DEFINITIONS

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

“Advances”	the advances made by Weiqiu to Wandi, Wei Jian Da
	Group and Zhong Cheng
“Agreement”	the sale and purchase agreement dated 21 April 2008
	(as supplemented on 5 May 2008) entered into between
	the Company and Rich Fast in respect of the Disposal
“associates”	has the meaning ascribed thereto in the Listing Rules
“Bank”	China Construction Bank
“Bank Loan”	a loan of RMB35,000,000 (equivalent to approximately
	HK$36.16 million) as at 28 August 2007 owing by
	Wandi to the Bank
“Board”	the board of Directors
“BVI”	British Virgin Islands
“Company”	New Times Group Holdings Limited, a company
	incorporated in Bermuda, the shares of which are listed
	on the main board of the Stock Exchange
“connected persons”	has the meaning ascribed thereto in the Listing Rules
“Director(s)”	the director(s) of the Company
“Disposal”	the disposal by the Company of the Sale Shares and
	the Loan pursuant to the Agreement
“Enquiry”	an enquiry conducted by the Company as a normal
	internal procedure following the resignation of
	Directors
“Facility”	a demand loan facility of up to HK$8 million under
	the Facility Agreement
“Facility Agreement”	a loan facility agreement dated 1 December 2004
	entered into between Jefta and Mr. Fu
“Group”	the Company and its subsidiaries

– 1 –

DEFINITIONS

“Guarantee”	a guarantee pursuant to an agreement dated
	27 September 2007 provided by Weiqiu and Zhong
	Cheng, a group company of Wandi, in favour of Wandi
	to secure the Bank Loan
“Jefta”	Jefta Holdings Limited, a company incorporated in the
	British Virgin Islands and a wholly-owned subsidiary
	of the Company
“Latest Practicable Date”	27 May 2008, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information for inclusion in this circular
“Legal Opinions”	a legal opinion dated 23 April 2008 and a legal opinion
	dated 27 May 2008 issued by Xin Yang Law Firm (廣東
	信揚律師事務所), the PRC legal advisers of the
	Company advising on, among others, the Guarantee
	and the Disposal
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“Loan”	the outstanding shareholders’ loan of HK$33,764,402
	owing from Smart Wave to the Company as at the
	date of the Agreement and to be assigned by the
	Company to Rich Fast upon completion of the
	Agreement
“Mr. Fu”	Mr. Fu Jianli
“Mr. Zhang”	Mr. Zhang Cheng Jie, the then Director who resigned
	as an executive Director on 5 February 2008
“PRC”	The People’s Republic of China
“Rich Fast”	Rich Fast Holdings Limited, a company incorporated
	in the BVI, being the purchaser of the Sale Shares and
	the Loan
“Sale Shares”	100 issued ordinary shares of US$1.00 each in the
	capital of Smart Wave, representing the entire existing
	issued share capital of Smart Wave
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“SGM”	the special general meeting of the Company to be
	convened to approve the Disposal

– 2 –

DEFINITIONS

“Share(s)”	ordinary share(s) of HK$0.10 each in the share capital
	of the Company
“Shareholders”	the shareholder(s) of the Company
“Shenzhen Property”	an industrial development on land lot no. A904-47,
	situated at the north side of Jihe Expressway, Guan
	Lan Jiedao, Bao An District, Shenzhen, Guangdong
	Province, the PRC
“Smart Wave”	Smart Wave Limited, a company incorporated in BVI
	which is wholly owned by the Company before
	completion of the Agreement
“Smart Wave Group”	Smart Wave and Weiqiu
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Wandi”	Wandi Estate Development Co., Ltd. (萬地房地產發展
	有限公司)
“Wandi Estate”	Wandi Estate Agency Co. Ltd. (萬地房地產經紀有限
	公司)
“Wei Jian Da”	Shenzhen Wei Jian Da Investment & Development
	Co. Ltd. (深圳市偉建達投資發展有限公司)
“Wei Jian Da Group”	Wei Jian Da and its 80%-owned subsidiary, namely
	Shenzhen Wandi Property Management Co. Ltd. (深圳
	萬地物業管理公司)
“Weiqiu”	Weiqiu Industrial (Shenzhen) Company Limited, a
	company incorporated in the PRC and an indirect
	wholly-owned subsidiary of the Company
“Zhong Cheng”	Zhong Cheng Xin Hua International Company Limited
	(中盛新華國際投資有限責任公司)
“HK$”	Hong Kong dollars
“RMB”	Renminbi
“US$”	United States dollars

This circular contains translation between RMB and HK$ at rates at the material time. The translation should not be taken as a representation that the relevant currency could actually be converted into HK$ at that rate or at all.

– 3 –

LETTER FROM THE BOARD

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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. Cheng Kam Chiu, Stewart Mr. Cheng Chi Him Mr. Li Guoping

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

Non-executive Directors:

Mr. Wong Man Kong, Peter Mr. Pei Cheng Ming, Michael Mr. Chan Chi Yuen Mr. Tsang Kwong Fook, Andrew

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

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

29 May 2008

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTIONS AND MAJOR TRANSACTION RELATING TO DISPOSAL OF A SUBSIDIARY

INTRODUCTION

On 8 May 2008, the Board announced that Weiqiu, an indirect wholly-owned subsidiary of the Company, and Zhong Cheng, a group company of Wandi, executed the Guarantee on 27 September 2007 to secure the Bank Loan owing to the Bank by Wandi amounting to RMB35,000,000 (equivalent to approximately HK$36.16 million) as at 28 August 2007. In addition, on 1 December 2004, Jefta entered into the Facility Agreement with Mr. Fu, pursuant to which, Jefta agreed to make available to Mr. Fu a loan facility of up to HK$8 million subject to and upon the terms and conditions contained therein.

Each of the provision of the Guarantee and the Facility constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

* for identification purpose only

– 4 –

LETTER FROM THE BOARD

On 8 May 2008, the Board also announced that on 21 April 2008, the Company entered into the Agreement with an independent third party regarding the disposal of its entire equity interest and the Loan in Smart Wave. The principal asset of the Smart Wave Group is the Shenzhen Property located in Shenzhen, the PRC. The consideration for the Disposal is HK$12,250,000.

The Disposal constitutes a major transaction of the Company under the Listing Rules. Accordingly, the Disposal contemplated under the Agreement is conditional upon, among other things, the approval by the Shareholders at the SGM.

The purpose of this circular is to provide you with, among other things, information relating to the Guarantee, the Facility, the Disposal and the Group and valuation report of the Shenzhen Property.

DISCLOSEABLE TRANSACTIONS

(I) Provision of Guarantee

Weiqiu, an indirect wholly-owned subsidiary of the Company, and Zhong Cheng, a group company of Wandi, executed the Guarantee on 27 September 2007 to secure the Bank Loan owing to the Bank by Wandi amounting to RMB35,000,000 (equivalent to approximately HK$36.16 million) as at 28 August 2007. The final maturity date of the Bank Loan is 20 August 2010. As set out in the Guarantee, progress repayment of the Bank Loan by Wandi is required in every three months. No fee or commission is payable by Wandi to the guarantors for the provision of the Guarantee. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, Wandi and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

The Guarantee was made by the management of Weiqiu without the prior approval of and notice or report to the Board at the material time which Weiqiu was expected and required to do so. Based on the Legal Opinions, the Guarantee is still valid as the Guarantee was executed by the legal representative of Weiqiu (Mr. Fu Wen Bo) at the time of execution. In view of the long term business relationship between Weiqiu and Wandi, the provision of the Guarantee is a gesture of providing support to business partner. The Board has assigned Mr. Zhang, the then Director who was appointed as an executive Director on 25 October 2006 and resigned as an executive Director on 5 February 2008, to monitor the operation of Weiqiu. Mr. Zhang was mainly responsible for overseeing the operation of Weiqiu and assisting in the business development of zinc business of the Group in the PRC. Mr. Zhang was the director of the Company but not a director of Weiqiu nor any subsidiaries of the Company. As a normal internal procedure following resignation of Directors, the Company has conducted an enquiry on, and followed up with, the work designated to Mr. Zhang following his resignation. The Company has reviewed the accounting ledgers, major contracts, bank correspondences and memorandum and articles of association of Weiqiu. The Company has also discussed with management of Weiqiu and Mr. Zhang. In addition, the Company has requested the auditors to pay more attention to the operation of Weiqiu and inquire the relationship between major debtors and Weiqiu in early stage of the annual audit at the time when Mr. Zhang resigned as Director.

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LETTER FROM THE BOARD

The Company only became aware of the provision of Guarantee in April 2008 during the course of the Enquiry. The Company then made an enquiry to Mr. Zhang who advised the Company that due to his oversight in this matter, the Guarantee was made without the knowledge of the Company. Hence, the requirements of the Listing Rules mentioned below were not complied with. Save as aforesaid, other major findings of the Enquiry include: (i) the Company became aware of the relationship among Wandi, Wei Jian Da and Zhong Cheng; (ii) prior to granting of the Guarantee, the management of Weiqiu has reviewed the financial position of Wandi and formed a view that the possibility of default payment of the Bank Loan was quite remote; (iii) the management of Weiqiu had properly exercised the power granted by the Memorandum and Articles of Association of Weiqiu to execute the Advances and the Guarantee; (iv) Mr. Zhang did not realize that it should be reported to the Board because the Guarantee was only a contingent liability and there would not be any effect to the income statement and balance sheet of the Group and it did not involve the utilization of assets of the Group; and (v) the management of Weiqiu confirmed that save for the Guarantee, there was not any other undisclosed or contingent liabilities provided by Weiqiu to other parties. Based on the Enquiry and work done by the Company so far and to the best knowledge of the Directors, the Company has reported all non-compliances matters during the period of Enquiry from July 2004 to April 2008 and under directorship of Mr. Zhang over Weiqiu in the announcement of the Company dated 8 May 2008 in relation to, among others, the Guarantee.

(II) The Facility

The Company has continued to perform internal review on the Group’s operation after the Enquiry, in particular, to inquire whether there is any other operation or business of the Group are related to Wandi, Wei Jian Da and Zhong Cheng or their common ultimate beneficial owners and if so, whether proper compliance of the Listing Rules was made at the relevant time. The internal review covered the period starting from July 2004, when Weiqiu became a subsidiary of the Company, to April 2008. During the aforesaid review, the Company became aware that Mr. Fu is the borrower of a loan provided by a whollyowned subsidiary of the Company, Jefta Holdings Limited, details of which are set out below. Mr. Fu is directly interested in 5% of Wandi and is also one of the ultimate beneficial owners of Wei Jian Da and Zhong Cheng because of the cross shareholding structure among Wandi, Wei Jian Da and Zhong Cheng.

Parties:

Jefta Holdings Limited as the lender; and
Mr. Fu Jianli as the borrower.

Jefta is a limited liability company incorporated in the BVI and a wholly-owned subsidiary of the Company.

To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, Mr. Fu (who is an investor engaged in PRC investment) is a third party independent of the Company and its connected persons and independent of the legal representative of Weiqiu.

– 6 –

LETTER FROM THE BOARD

Date of the Facility Agreement:

1 December 2004

Facility amount:

A demand loan facility of up to HK$8,000,000

Interest rate:

The prime rate as quoted by The Hong Kong and Shanghai Banking Corporation Limited in Hong Kong per annum on the principal amount outstanding, which rate was arrived at after arm’s length negotiation between Jefta and Mr. Fu, and reflected the normal commercial rate.

Facility duration and repayment:

The Facility shall be available for drawing within 12 months from the date of the Facility Agreement. The borrower shall repay the principal amount outstanding under the Facility together with accrued interest falling 12 calendar months from the date of the drawdown. The Facility is unsecured. HK$4,200,000 and HK$2,550,000 were drawn down on 14 December 2004 and 14 February 2005 respectively.

Reasons for the Facility:

Jefta is principally engaged in provision of financial services and investment holding. Given that the provision of financial assistance and loan facilities are in ordinary course of business of Jefta and that the interest rate was in line with that for unsecured loan, the then board of directors of the Company considered that the terms of Facility were fair and reasonable. Given that provision of financial assistance and loan facilities are in ordinary course of business of Jefta, no Board approval was necessary for granting the Facility. The existing board of Directors which were formed in February 2008 is not in a position to comment the credit policy of the Company or credit assessment of the Facility at the time when the Facility was granted.

Financial effects of the Guarantee and the Facility

The Guarantee

A recent land search showed that the Shenzhen Property was sealed by Beijing First Intermediate Peoples Court (北京市第一中級人民法院 ) on 6 March 2008 as a result of the default in progress repayment of the Bank Loan by Wandi. In order to minimise the financial impacts to the Company, the Company has entered into the Agreement to dispose of the entire equity interests of Weiqiu to Rich Fast, details of which are set out in the section headed “Major Transaction” below. Given that the Guarantee was provided by Weiqiu and the Company is not a party to the Guarantee and that upon completion of the Disposal, Weiqiu will cease to be a subsidiary of the Company, the Board is of the view

– 7 –

LETTER FROM THE BOARD

that the adverse impacts caused by the Guarantee will be minimised and there would not have any material adverse impact on the net assets of the Group upon completion of the Disposal. Further details of the financial effects of the Disposal are set out in the section headed “Financial effects of the Disposal” below. Pursuant to the Legal Opinions, in the event that Wandi fails to repay the Bank Loan, Weiqiu and Zhong Cheng will be responsible for the repayment of the Bank Loan and the change of shareholding in Weiqiu does not vary the legal responsibility of Weiqiu for the default payment and neither the Company nor Smart Wave have any legal obligation for the default payment arising from the Guarantee. Before completion of the Disposal, the liability for the default payment arising from the Guarantee will be accounted for in the consolidated financial statement of the Company. Upon completion of the Disposal, such liability will not be accounted for in the consolidated financial statement of the Company. The Company has appointed Dominic K.F. Chan & Co, certified public accountants, to conduct a review on the overall Group’s internal control system for the purpose to strengthening the existing one.

The Facility

Mr. Fu defaulted in repayment and full provision of the aggregate amount of HK$6,750,000 and the accrued interest of approximately HK$0.94 million was made in the financial statements of the Company for the year ended 31 December 2006 and therefore, the Facility does not have any further adverse effects on the earnings, assets and liabilities of the Group. The Company is considering whether it is commercially justifiable to initiate litigation against Mr. Fu.

INTERNAL CONTROL REVIEW

The audit committee of the Company (comprising the independent non-executive Directors) has instructed the executive Directors on 18 April 2008 to review the matters arising in Weiqiu. Set out below are the major findings and weakness identified by the executive Directors in the internal control on Weiqiu:

(a) Weiqiu is a highly autonomous subsidiary with full power of operation under its existing Memorandum and Articles of Association. The board of Weiqiu empowered the Chairman of Weiqiu (the legal representative) to approve all payments and contracts.
(b) The Board was only involved in the operation of Weiqiu through the executive Director (Mr. Zhang) designated by the Board to oversee the operation of Weiqiu which proved to be inadequate.
(c) There are no regular periodic reporting requirements to the Board to discuss the prevailing business issues encountered in the designated business scope of Weiqiu.
(d) Training or guidelines to new Directors and staff in subsidiaries on knowledge of Listing Rules were inadequate.

– 8 –

LETTER FROM THE BOARD

Set out below are some of the recommendations from the audit committee contained in its report to the Company on 25 April 2008:

(a) Strengthen the financial control on Weiqiu through amending its Memorandum and Articles of Association to include more detailed classification of activities that should seek approval from the board of directors of the subsidiary and the Group.
(b) Strengthen the reporting procedures of the Directors governing the execution of duties of daily operation, such as specifying standardized periodic reporting system of each Director on assigned duties.
(c) Consider the appropriateness of training of management staff of subsidiaries to be familiar with new policies of increasing stringent control.
(d) Appoint an external independent professional firm to conduct an overall review of Group’s internal control system with a view to strengthening its existing one.
(e) Expedite the process of the Disposal to minimize the adverse financial impact.

The Board will proceed accordingly with the recommendations from the audit committee. It is expected that the implementation will take approximately 3 to 6 months. The Company has appointed an external independent professional firm to conduct an overall review of the Group’s internal control system in May 2008 and will start the review in June 2008. It is expected that the review will be completed in September 2008. Further announcement relating to review of the Group’s internal control system (in particular the credit control and credit assessment procedures) will be made by the Company as soon as practicable.

MAJOR TRANSACTION

Agreement dated 21 April 2008 (as supplemented on 5 May 2008)

Parties :

Vendor : New Times Group Holdings Limited, a company incorporated in the Bermuda, the shares of which are listed on the main board of the Stock Exchange

Purchaser : Rich Fast Holdings Limited

As far as the Directors are aware, Rich Fast is principally engaged in investment holding. As at the Latest Practicable Date, the sole beneficial owner of Rich Fast, who was an independent consultant of the Company providing consultancy services in relation to the mining of zinc ore to the Group in 2007, was interested in share options granted pursuant to the share option scheme of the Company entitling the holder thereof to subscribe for 4,333,000 new Shares (representing approximately 0.6% of the existing share capital of the Company). To the best of the Directors’ knowledge, information and belief

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LETTER FROM THE BOARD

and having made all reasonable enquiries, save as aforesaid, Rich Fast and its ultimate beneficial owner are third parties independent of the Company and its connected persons. As the sole beneficial owner of Rich Fast is experienced in PRC property investments and he was the consultant of the Company as mentioned above, the Company approached him to identify potential purchasers for the Disposal.

Assets to be disposed:

(i) the Sale Shares, being 100 issued ordinary shares of US$1.00 each in the capital of Smart Wave, representing 100% of the existing issued share capital of Smart Wave; and
(ii) the benefit of and the interest in the shareholder loan of HK$33,764,402 owing from Smart Wave to the Company.

Smart Wave is a wholly owned subsidiary of the Company and was acquired by the Company in 2004. Smart Wave is an investment holding company holding 100% equity beneficial interest in the issued share capital of Weiqiu. The principal asset of the Smart Wave Group is the Shenzhen Property located in Shenzhen, the PRC. The Shenzhen Property was valued at HK$150,228,000 as at 31 December 2007 by an independent professional valuer, Chung, Chan & Associates Chartered Surveyors. The construction work of the Shenzhen Property was completed in 2007 and the Shenzhen Property was sold (subject to completion) in early 2008 at a consideration of RMB133.7 million (equivalent to approximately HK$143.1 million) pursuant to a sale and purchase agreement dated 3 February 2008. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the purchasers of Shenzhen Property and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons. As the sale of the Shenzhen Property was not completed as at the Latest Practicable Date, the relevant revenue has not been accounted for in the financial statements of the Group. The Directors expect that the revenue generated from the sale of the Shenzhen Property will be approximately the same as the book value of the Shenzhen Property given that the book value of the Shenzhen Property as at 31 December 2007 of HK$143.1 million has been adjusted to its net realizable value in the financial statements of the Group for the year ended 31 December 2007. Accordingly, the completion of the sale of the Shenzhen Property will not have any material effects on the net assets value of Smart Wave Group.

Set out below are the unaudited consolidated financial results (prepared in accordance with Hong Kong Financial Reporting Standards) of Smart Wave Group for each of the two years ended 31 December 2007:

	Year ended	Year ended
	31 December	31 December
	2007	2006
	HK$’million	HK$’million
Loss before taxation and extraordinary items	18.9	3.13
Loss after taxation and extraordinary items	18.9	3.13

– 10 –

LETTER FROM THE BOARD

Smart Wave Group did not record any turnover for the two years ended 31 December 2006 and 2007. The loss for the year ended 31 December 2006 and 2007 was mainly attributable to administrative expenses and the write down of inventories (being the write down of the book value of the Shenzhen Property to its net realizable value) respectively. As at 31 December 2007, the unaudited net liabilities of the Smart Wave Group were approximately HK$21.53 million. The assets of the Smart Wave Group mainly comprise the Shenzhen Property and the Advances. The liabilities of the Smart Wave Group comprise mainly the Loan and trade creditors arisen mainly for the construction of the Shenzhen Property.

Upon completion of the Agreement, the Company will no longer hold any interest in Smart Wave and Smart Wave will cease to be a subsidiary of the Company. Rich Fast confirmed that it is aware that the Shenzhen Property has been sold (subject to completion) pursuant to the sale and purchase agreement dated 3 February 2008 as mentioned above and the relevant sales proceeds will be collected by Weiqiu and as such, upon completion of the Disposal, Rich Fast, through its interest in Smart Wave, will beneficially own the assets and liabilities of Weiqiu comprising, among others, the proceeds from the aforesaid sale of the Shenzhen Property.

Consideration:

The aggregate consideration for the disposal of Sale Shares and the Loan amounts to HK$12,250,000 and is payable by Rich Fast to the Company in cash in the following manner: (i) HK$2,000,000 has been paid as at the date of the Agreement; and

(ii) HK$10,250,000 will be paid upon completion of the Agreement.

The consideration for the Sale Shares and the Loan was determined after arm’s length negotiations between the parties taking into account (i) the net liabilities of the Smart Wave Group of approximately HK$21.53 million as at 31 December 2007 (which has taken into account the book value of Shenzhen Property reflected by the revenue to be generated from the sale of the Shenzhen Property in early 2008); and (ii) the outstanding amount of the Loan of HK$33,764,402 as at the date of the Agreement. The consideration was not based on the valuation of the Shenzhen Property because the valuation as at 31 December 2007 as mentioned above has not taken into account the sale of the Shenzhen Property.

Information on the Shenzhen Property

The Shenzhen Property is held by Weiqiu, which is a wholly-owned subsidiary of Smart Wave. The Shenzhen Property is an industrial development comprising several factory and dormitory buildings as well as a management/office building erected on a parcel of land situated in Xi Keng Old Village in the town of Guan Lan which is located to the east of Bao An District in Shenzhen. Bao An District is situated to the north-west of the Shenzhen Special Economic Zone. The Shenzhen Property is situated to the north side

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LETTER FROM THE BOARD

of Jihe Expressway and south of the Guan Lan Reservoir. The construction for the Shenzhen Property was completed in 2007.

Condition precedent to the Agreement

Completion of the Agreement is conditional upon fulfillment of obtaining all necessary consents, approvals and authorisations in relation to the transactions contemplated under the Agreement by the Company (including the passing of the necessary ordinary resolution at the SGM by the Shareholders to approve the Disposal). Pursuant to the Legal Opinions, the Disposal does not require any approval by PRC government department or bureaus.

If the condition above is not fulfilled within 180 days from the date of the signing of the Agreement or such other date as the parties to the Agreement may agree, the Agreement will lapse.

Completion

Completion shall take place at 3:00 p.m. on the third business day after the fulfillment of the above condition (or such other date as the parties to the Agreement may agree in writing).

REASONS FOR THE DISPOSAL

The principal activities of the Group include property investment and development, provision of financial services and trading of zinc ore concentrate and zinc ingots. The Group has also recently tapped into the natural resources industry, details of which are set out in the announcement of the Company dated 25 October 2007.

Taking into account the unaudited consolidated net liabilities of the Smart Wave Group of approximately HK$21.53 million and the amount of the Loan of HK$33,764,402 as at the date of the Agreement, it is estimated that a gain (before taking into account of the related expenses as described below) of approximately HK$20,000 would arise from the Disposal. With the volatility of the PRC property market attributed to the tightening macroeconomic control policies, the Group is of the view that it is an opportune time to dispose of its interests in the Smart Wave Group. The net proceeds from the Disposal after deducting the related expenses are estimated to be approximately HK$11.25 million and shall be used for working capital and business expansion purpose. In addition, as set out in the announcements of the Company dated 25 October 2007 and 14 November 2007, the Group proposed to acquire certain interests in the concession of the exploration permits and potential exploitation permits for oil and developments of hydrocarbons in the province of Salta in northern Argentina. Therefore, the Directors consider that the Disposal is in line with the Group’s strategy to focus on its business development in natural resources industry.

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LETTER FROM THE BOARD

In addition, a recent land search showed that the Shenzhen Property was sealed by Beijing First Intermediate Peoples Court (北京市第一中級人民法院 ) on 6 March 2008 as a result of the default in progress repayment of the Bank Loan by Wandi. Pursuant to the Legal Opinions, the Disposal does not require any approval or consent by the Beijing First Intermediate Peoples Court (北京市第一中級人民法院 ) nor the China Construction Bank for the reason that the Disposal involves sale of shares of and shareholders’ loan in Smart Wave, being the BVI holding company of Weiqiu which in turn owns the Shenzhen Property. In addition, pursuant to the Legal Opinions, the sales and purchase agreement in relation to the sale of Shenzhen Property is legally enforceable, but the purchasers of the Shenzhen Property have the rights to terminate the sales and purchase agreement in the event of the failure of transfer of the legal title of the Shenzhen Property from Weiqiu to the purchasers. According to the Legal Opinions, the PRC legal adviser cannot assess the possibility of transfer of the legal title of the Shenzhen Property. However, completion of the Disposal is not conditional on completion of the sale of the Shenzhen Property. Please refer to note 10 of the property valuation report set out in Appendix II to this circular for the details of the Legal Opinions in relation to the transfer of the legal title of the Shenzhen Property. Accordingly, the Directors consider the Disposal represents an effective means to minimise the impact to the Group.

Furthermore, since September 2005, Weiqiu has been making advances to Wandi and Wei Jian Da Group, both of which are independent of the Company and its connected persons. The Advances were made (through Weiqiu but not other subsidiaries of the Company) in accordance with internal procedures of Weiqiu. All payments were approved by the Chairman of Weiqiu who is also the legal representative of Weiqiu. The Advances have no fixed terms of repayment and are interest free and unsecured. Weiqiu, Wandi and Wei Jian Da are long term business partners for more than five years. Weiqiu is principally engaged in property development and is a major subsidiary (as defined under the Listing Rules) of the Company as Weiqiu’s total assets accounted for more than 5% of the Group’s total assets. As far as the Company is aware, both Wandi and Wei Jian Da are principally engaged in property development and investment in the PRC. Wandi has assisted Weiqiu to plan the site development of Shenzhen property project in early stage. Other than the aforesaid project, Weiqiu does not have other property projects. Weiqiu has been planning for further business expansion. Given the extensive experience and business connection of Wandi in the PRC property market, Weiqiu accepted the advice of Wandi to identify suitable property projects and business opportunities in Beijing.

The Advances represent advances for the purpose of paying earnest money, deposit or settling preliminary expenses upon introduction of property projects and business opportunities to Weiqiu. Several property projects had been introduced to Weiqiu since September 2005 but the management of Weiqiu considered those projects were not suitable and did not pursue. Weiqiu has agreed with Wandi that in the event that there are still no suitable projects for Weiqiu by the end of June 2008, the entire balance of the Advances will be repaid by Wandi to Weiqiu. Based on the business objectives of the Advances, the Board considered that the Advances were fair and reasonable. As at 31 December 2007, the Advances to Wandi and Wei Jian Da Group were approximately RMB21.75 million (equivalent to approximately HK$23.23 million) and approximately RMB7.92 million (equivalent to approximately HK$8.46 million) respectively. No provision has been made

– 13 –

LETTER FROM THE BOARD

to the Advances as at 31 December 2007. The Company considers that one of the reasons of the Disposal is to minimize the impact arising from the Guarantee and other matters arising from Weiqiu. The Disposal allows the Group to fully realize the net assets value of Weiqiu (including the Advances) in cash. The Company considers that Disposal is the best alternative to deal with the recoverability of the Advances.

Based on the above factors, the Directors are of the view that the terms of the Disposal are fair and reasonable and in the interests of the Shareholders as a whole.

In the event that the Disposal does not proceed, the Company intends to apply the deposit from the sale of Shenzhen Property and internal resources of the Group as deposit to the Guarantee in order to obtain release of the seal by Beijing First Intermediate People’s Court (北京市第一中級人民法院 ) and complete the sale of Shenzhen Property as soon as practicable. Currently, as informed by Wandi, Wandi is now negotiating with the Bank on the settlement of the default payment of the Bank Loan. The Company is also negotiating with Wandi and Zhong Cheng, the joint guarantor of the Guarantee, on the settlement of the default payment and alternatives to deal with the matters with a view to minimising the financial impacts to the Group in the event the Disposal does not proceed to completion.

FINANCIAL EFFECTS OF THE DISPOSAL

Upon completion of the Disposal, it is expected that there will not be any material adverse effects on the earnings of the Group. The assets of the Group will be decreased given that the consideration is less than the total assets of Smart Wave Group and the liabilities of the Group will also be decreased by the total amount of the liabilities of Smart Wave Group. Given that Smart Wave Group is in a net liabilities position of approximately HK$21.5 million and it is expected that a gain of approximately HK$20,000 would arise from the Disposal, the Company expects that there will not be any material adverse effects on the net assets of the Group.

FINANCIAL AND TRADING PROSPECTS OF THE GROUP

As stated in the annual report of the Company for the financial year ended 31 December 2007, the Group diversified its business into natural resources in 2006 and have been seeking investment opportunities from time to time to broaden the Group’s sources of income.

On 31 October 2007 and 12 November 2007, the Company entered into an intended contract and a supplemental agreement to acquire from two independent third parties 100% equity interest in High Luck Group Limited which, at completion of the acquisition, will be the beneficial and registered owner of 60% interest in the exploration and potential exploitation concession granted by the Government of Argentina in Tartagal and Morillo, a surface area of approximately 7,065 square kilometers and 3,518 square kilometers respectively, in the province of Salta in northern Argentina.

– 14 –

LETTER FROM THE BOARD

In the view of the continued economic growth and accelerated industrialization and urbanization in certain parts of the world as well as the development of the global economy, petroleum and other natural resources will have its sustained demand. The consumption of petroleum and natural gas has been a global trend and the price of petroleum and its related products have been rising over the years. The Directors believe that the new business strategy will generate reasonable returns in the future. The Group will continue to seek for opportunity in oil and natural gas exploitation and related business to strengthen the earning stream and Shareholders’ return.

GENERAL

Each of the provision of the Guarantee and the Facility constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules based on the then relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules.

The Company should have promptly reported the provision of Guarantee in September 2007 in compliance with the Listing Rules but failed to do so because the Guarantee was made by the management of Weiqiu without the prior approval of and notice or report to the Board at the material time which Weiqiu was expected and required to do so. In addition, the then board of Directors overlooked at the relevant time the Listing Rules’ disclosure requirements relating to the Facility. The Company only became aware of the disclosure requirements of the Guarantee and the Facility after the Enquiry. The Company wishes to apologise for the late disclosure which resulted in the noncompliance with the relevant provisions of the Listing Rules. The Directors will put in place appropriate monitoring procedures to prevent the occurrence of similar incident in future.

The Disposal constitutes a major transaction to the Company under the Listing Rules. Accordingly, the Disposal contemplated under the Agreement is conditional upon the approval by the Shareholders at the SGM. As no Shareholder has any material interest in the Disposal, no Shareholders are required to abstain from voting in the SGM in respect of the resolution to approve the Disposal.

SGM

The SGM will be held at Unit 2003–06, Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong on Monday, 16 June 2008 at 2:30 p.m.. Notice of it is set out on pages 35 to 36 to this circular. The purpose of SGM is, to consider and, if thought fit, approve the ordinary resolution approving the Disposal.

A form of proxy for use at the SGM accompanies this circular. Whether or not you will be able to attend the SGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Tricor Tengis Limited at 26th Floor, 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 the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting thereof if you so wish.

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LETTER FROM THE BOARD

PROCEDURES FOR DEMANDING A POLL

According to the Bye-laws of the Company, before or on the declaration of the result of voting on a show of hands on a resolution at the SGM, a poll may be demanded by:

(a) by the Chairman of the meeting; or
(b) at least three members present in person or, in the case of a member being a corporation, by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or
(c) any member or members present in person or, in the case of a member being a corporation, by its duly authorised representative or by proxy and representing not less than 10 per cent. of the total voting rights of all the members having the right to vote at the meeting; or
(d) any member or members present in person or, in the case of a member 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 10 per cent. of the total sum paid up on all the shares conferring that right; or
(e) if required by the rules of the Stock Exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent. (5%) or more of the total voting rights of all member having the right to vote at such meeting.

RECOMMENDATION

The Directors are of the opinion that the terms of the Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Directors recommend the Shareholders to vote in favour of the resolution as set out in the notice of the SGM to approve the Disposal.

ADDITIONAL INFORMATION

Your attention is drawn to the valuation report on the Shenzhen Property and further information relating to the Company contained in the appendices to this circular.

Yours faithfully,

By order of the Board

New Times Group Holdings Limited Tse On Kin

Chairman

– 16 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

1. INDEBTEDNESS

At the close of business on 31 March 2008, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had outstanding unsecured borrowing of RMB10 million (equivalent to approximately HK$11.1 million) and outstanding obligation under a financial lease of HK$45,000 approximately.

As at 31 March 2008, the Group had given a joint corporate Guarantee to secure the Bank Loan owing to the Bank by Wandi amounting to RMB35 million (equivalent to approximately HK$38.9 million).

Save as disclosed above and apart from intra-group liabilities, the Group did not have any debt securities issued and outstanding, and authorised or otherwise created but unissued, term loans, borrowings or indebtedness in the nature of borrowing including bank overdrafts and liabilities under acceptance (other than normal trade bills) or acceptance credits or hire purchase commitments, mortgages, charges, guarantees or contingent liabilities as at 31 March 2008.

The Directors have confirmed that there have been no material changes in the indebtedness and contingent liabilities of the Group since 31 March 2008.

2. WORKING CAPITAL

The Directors are satisfied after due and careful enquiry that after taking into account, among others, the financial resources available to the Group including the Group’s internal financial resources and in the absence of unforeseen circumstances, the Group has sufficient working capital for at least the next 12 months from the date of this circular.

3. MATERIAL ADVERSE CHANGE

The Directors are not aware, as at the Latest Practicable Date, of any material adverse change in the financial or trading position of the Group since 31 December 2007, the date to which the latest published audited financial statements of the Company were made up.

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APPENDIX II

PROPERTY VALUATION REPORT

The following is the text of a letter, summary of value and valuation certificate, prepared for the purpose of incorporation in this circular received from Chung, Chan & Associates Chartered Surveyors, an independent property valuer, in connection with its valuation as at 30 April 2008 of the Shenzhen Property.

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Professional Valuers of all types of Property, Business and Assets, Plant, Machinery and Equipment Professional Real Estate Advisers

29 May 2008

The Directors, New Times Group Holdings Limited, Units 2003-06, 20th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong

Dear Sirs,

Re : Industrial development on Land Lot No. A904-47 situated at the north side of Jihe Expressway, Guan Lan Jiedao, Bao An District, Shenzhen, Guangdong Province, People’s Republic of China.

In accordance with your instructions to value the above property interest which is held by New Times Group Holdings Limited (the “Company”) and its subsidiary (hereinafter together referred to as the “Group”) in the People’s Republic of China (the “PRC”) for the purpose of disposal in connection with a Major Transaction, we have carried out an inspection, made relevant enquiries and have obtained such further information as we consider necessary for the purpose of providing you with our opinion of the capital value of the property as at 30 April 2008, (the “date of valuation”) for inclusion in the circular of the Company dated 29 May 2008. Our valuation undertaken herein is in compliance with the requirements as set out in Chapter 5 and Practice Note 12 of the Rules governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Our valuation of the above property interest is our opinion of its market value which, in accordance with the Valuation Standards on Properties as laid down by the Hong Kong Institute of Surveyors (HKIS) and the Appraisal and Valuation Standards as published by the Royal Institution of Chartered Surveyors (RICS) is defined as intended to mean “the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion”.

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APPENDIX II

PROPERTY VALUATION REPORT

Our valuation has been made on the assumption that the owner sells the property interest on the market in its existing state without the benefit of a deferred terms contract, sale and leaseback, joint venture, unusual financing, management agreement, concessionary engagement or any similar arrangement which would serve to enhance, affect or diminish the value of the property. In addition, no account is taken of any option or pre-emptive right relating to or affecting the sale of the property and no forced sale in any form in respect of the property has been assumed in our valuation.

As at the date of valuation, the property comprises a fully completed industrial development comprising several factory and dormitory buildings, including a canteen, as well as a management/office building. All of the buildings are, as at the date of valuation, vacant and awaiting to be disposed of or transferred. According to the Certificate of Real Estate Ownership relating to the property, the property can only be sold or transferred as one undivided lot. Accordingly, our valuation of the property is based on the Comparison approach on the assumption that vacant possession will be available in the event of a sale or transfer and having regard to market comparables wherever possible but at the same time taking into account the restriction on the sale of the property as one undivided lot.

We have relied to a considerable extent on information provided by the Group and have accepted advice given to us in relation to planning and construction approvals, statutory notices, easements, tenure, the completion dates of construction of all of the buildings forming the subject development, particulars of occupancy, land area or site area, gross floor areas and other relevant matters.

We have been provided with copies of Land Use Right Sales Contract, Construction Land Use Planning Permit, Construction Project Planning Permits, Construction Project Works Permits, Certificate of Real Estate Ownership and other documents relating to the property. Whilst some of the copies of documents show the ownership of the property, we however, have not inspected the original documents to verify ownership or to ascertain the existence of any lease amendments which do not appear on the copies provided to us.

All copies of documents relating to the property interest have been used as reference only. All dimensions, measurements and areas, including land area and gross floor areas, as stated in our valuation certificate, are approximate and are based on information provided to us by the Group. Such information, which are either in the form of copies of contracts, certificates, permits or other documents are assumed to be correct. No on-site measurements have been taken or carried out to determine the site area of the property or gross floor areas of the buildings or to verify their correctness.

In preparing our valuation of the property interest, we have relied on advice given by the Group and the legal advice from its PRC lawyers, Xin Yang Law Firm, that the land use right of the property is transferable and that unless otherwise stated any premium payable has already been fully paid or will be fully paid. We also understand that all approvals, consents, permits, certificates and licences from the relevant government authorities for the property have been or will be granted without any onerous conditions or undue delay which might affect the value of the property. We have relied on advice given by the Group and the legal advice from its PRC legal advisers on the law of the PRC

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APPENDIX II

PROPERTY VALUATION REPORT

regarding the legality and validity of the various documents relating to the acquisition, development and sale of the property and the interest of the Group in the property. We have relied on legal advice given by the Group’s PRC lawyers that the title in respect of the property is good and legally enforceable.

In addition, we have also relied on legal advice given by the Group’s PRC lawyers that in view of the fact that there is a court order dated 6 March 2008 which is affecting the transaction of the property, the Group is only able to transfer or assign the property for the unexpired term of the granted lease provided that the conditions and procedures of the suggested scheme as mentioned in the legal opinion given by the Group’s PRC lawyers dated 27 May 2008 have been fulfilled and completed. The aforementioned conditions and procedures are itemised as Note 10 (vi) (a), (b) and (c).

All the information provided to us by the Group, which are pertinent to our valuation, are believed to be true and accurate and it is assumed that no material facts have been omitted from the information given to us.

With regard to the subject land which has been developed, we would advise that we have not conducted any site investigation or carried out any tests to determine the suitability of the land for development and our valuation has been prepared on the basis that there are no adverse ground conditions that would affect construction or building costs or the time required to complete the project. Our valuation is also on the basis that services such as electricity, water and gas supplies as well as drainage, sewage disposal, internal roads, telecommunication services and other facilities have been provided to the completed project. Our valuation of the property does not allow for contamination, if any, of the parcel of land and this report does not make allowance for such a factor in respect of the property due to possible past usage of the land.

No allowance has been made in our valuation for any charges, mortgages or amounts owing on the property and neither has any allowance been made for any liability to taxation on sale or any expenses which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the property is free from encumbrances, restrictions and outgoings of an onerous nature which could affect its value.

Neither the whole nor any part of this report and valuation or any reference to it may be included in any published document, circular or statement nor published in any way without our prior written approval of the form and context in which it may appear.

In accordance with your instructions, we are required to express our opinion on the market value of the property interest in Hong Kong Dollars. The exchange rate used for converting the value of the property from Renminbi to Hong Kong Dollars at the relevant date is equivalent to about RMB1.00 = HK$1.10 which is the average exchange rate prevailing at the date of valuation. We understand that there has been no significant fluctuation in the exchange rate of Renminbi and the Hong Kong Dollar between the date such exchange rate was adopted and the date of this letter.

– 20 –

APPENDIX II

PROPERTY VALUATION REPORT

We enclose herewith our valuation certificate in respect of the property.

Yours faithfully, CHUNG, CHAN & ASSOCIATES Peter C. K. Chung FRICS FHKIS MIS(M) PDABV

Note : Mr. Peter Chung is a Chartered Surveyor, a Fellow of the Royal Institution of Chartered Surveyors and a Fellow of the Hong Kong Institute of Surveyors, and has been conducting professional valuations of property and other assets as well as providing professional advisory work in Hong Kong, mainland China, the Asia Pacific region, Europe and America for over 25 years. He has more than 15 years experience in the valuation of properties in the PRC.

– 21 –

APPENDIX II

PROPERTY VALUATION REPORT

VALUATION CERTIFICATE

Property

Industrial

development on Land Lot No. A904-47 situated at the north side of Jihe Expressway, Guan Lan Jiedao, Bao An District, Shenzhen, Guangdong Province, People’s Republic of China.

Description and tenure

The property comprises an industrial development comprising several factory and dormitory buildings as well as a management/ office building erected on a parcel of land situated in Xi Keng Old Village in the town of Guan Lan which is located to the east of Bao An District in Shenzhen. Bao An District is situated to the northwest of the Shenzhen Special Economic Zone whilst Luohu District is located at the southern fringe of Shenzhen and about 30 minutes’ driving distance from Guan Lan Town.

Particulars of occupancy

As at the date of valuation, the construction of the property is fully completed. All of the buildings comprising the property are vacant.

Market value in existing state as at 30 April 2008

HK$153,670,000

The subject property is situated to the north of the Jihe Expressway and south of the Guan Lan Reservoir. The Jihe Expressway is one of the main roads connected to Shenzhen Huang Gang Road, the latter providing direct access to Hong Kong via one of the border crossings in southern Shenzhen.

The land upon which the industrial development occupies is somewhat rectangular in shape and relatively level. According to a copy of the Shenzhen Municipal Land Use Right Sales Contract dated 21 January 1999, which was provided to us, the area of the land is 60,001.50 sq. m.

The total gross floor area of the factory buildings is 80,762.83 sq. m. while the total gross floor area of the dormitory buildings is 23,610.09 sq. m. The total gross floor area of the management/office building is 3,534.74 sq. m.

The breakdown in the total gross floor areas of the factory buildings and dormitory buildings is shown in Note 9.

The property has been granted a land use term of 50 years commencing on 9 January 1993 and expiring on 8 January 2043 and is for industrial use.

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APPENDIX II

PROPERTY VALUATION REPORT

Notes:–

1a. The salient conditions of the Shenzhen Municipal Land Use Right Sales Contract, Shen Di He Zi (98) No. 4-262 (深圳市土地使用權出讓合同書－深地合字 (98) 4-262號 ), (the “Contract”) and the Shenzhen Municipal Land Use Right Supplementary Sales Contract (深圳市土地使用權出讓補充合同書－深地合字 (1998) 4-262號之補充合同一 ), (the “Supplementary Contract”) both entered into between Shenzhen Municipal State-owned Land Planning Bureau, now altered to Shenzhen Municipal Planning and Stateowned Land Resources Bureau (“Party A”) and Weiqiu Industrial (Shenzhen) Company Limited (“Party B”), (hereinafter referred to as “Weiqiu”) a wholly-owned subsidiary of the Company, dated 21 January 1999 and 20 October 2003 respectively are as follows:–
a) The land (Land Lot No. A904-47) has an area of 60,001.50 sq. m. and has been granted a land use term of 50 years commencing on 9 January 1993 and expiring on 8 January 2043.
b) The land is for industrial and ancillary facilities purposes.
c) The land use right is for Party B’s use only and Party B cannot sell the property as a commodity house or as other real estate transactions without Party A’s approval.
d) Party B has to pay Party A RMB6,885,081 for the land use right fee.
e) The land use requirements as stated in the aforesaid Contract are as follows:–

Factory building
:
Dormitory
:
Canteen
:
Executive staff dormitory
:
Office
:
Total
:
Site coverage
:
Plot ratio
:
:
No. of storey
:
Distance between buildings
:

54,000 sq. m.
75% of the permitted total gross floor area
9,000 sq. m. )
1,000 sq. m. )
25% of the permitted total gross floor area
4,000 sq. m. )
4,000 sq. m. )
72,000 sq. m.
</ = 1.2
</ = 30%
Taking the site coverage into account the total construction area
should not exceed 72,000 sq. m.
</ = 4 storeys for factory
5 storeys for office and dormitory
This has to satisfy the Fire Department’s requirements.
However, any road within the site shall be public property and
access to or through it by motor vehicles or pedestrians are
unrestricted but are not subject to any fee or charges.

The overall layout of the plans in respect of the development shall be undertaken in accordance with the Shenzhen Municipal Planning and State-owned Land Resources Bureau’s (formerly Shenzhen Municipal State-owned Land Planning Bureau’s) main design requirements (GY No. 97167). However, these main design requirements have been superseded by the Construction Land Use Planning Permit, Shen Gui Tu Gui Xu Zi No. 05-2003-0045.

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APPENDIX II

PROPERTY VALUATION REPORT

1b. The salient conditions of the above-mentioned Supplementary Contract are as follows:–

a) Change of the requirements of the use of the land.

i) Nature of the buildings : Factory, dormitory and building management with ancillary office uses, etc. ii) Plot ratio : </ = 1.8

iii) The proposed construction area of the proposed project is 107,700 sq. m. which is made up as follows:–

Factory : 80,400 sq. m. Dormitory : 23,800 sq. m. (incl. canteen) Building management : 3,500 sq. m. with ancillary office uses Total : 107,700 sq. m. iv) The overall layout : Undertake according to Shenzhen Municipal Construction requirements and Land Use Planning Permit (Shen Gui Tu Gui Xu Zi others No. 05 2003 0045).

b) The area of the land as stated in both of the above-mentioned Contracts and the attachment, Land Lot Plan No. A904-0047, remains the same.
c) Party B has to pay a total sum of RMB6,168,960 for the change of use of the land. The breakdown in the fees payable is as follows:–

Land Use Right Sales fee : RMB1,233,792 Land Development fee : RMB1,233,792 Urban Facilities fee : RMB3,701,376

According to the Construction Land Use Planning Permit, Shen Gui Tu Gui Xu Zi No. 05-2003-0045 (建設用地規劃許可證－深規土規許字 05-2003-0045號 ) dated 31 October 2003 issued by the Shenzhen Municipal Planning and State-owned Land Resources Bureau, the proposed development to be built on the land will comprise approximately 80,400 sq. m. of factory space, 23,800 sq. m. of dormitory area (including canteen) and 3,500 sq. m. of building management and ancillary office uses, making up a total gross floor area of 107,700 sq. m. The plot ratio of the land (which is less than or equal to 1.8) does not include the areas for 215 car parking spaces.

3.

According to the Construction Project Planning Permits – Shen Gui Tu Jian Xu Zi (建設工程規劃許可證－深規土建許字 ) Nos. 2004B067 (for Factory Nos. 1, 2, 3 and 4), 2004B068 (for Factory No. 5), 2004B070 (for Factory No. 7), 2004B069 (for Factory Nos. 6, 8 and 9), 2004B071 (for Factory No. 10), 2004B072 (for Dormitory Nos. 1, 2, 3 and 4), 2004B074 (for Dormitory Nos. 6 and 7), 2004B075 (for Dormitory Nos. 8 and 9), 2004B073 (for Dormitory Nos. 5, 10 and 11), 2004B147 (for Management Building) and 2004B076 (for water pump room) all dated 13 February 2004 and 17 March 2004 respectively and issued by the Shenzhen Municipal Planning and State-owned Land Resources Bureau, Bao An Branch, the property has a total gross floor area of 107,640 sq. m.

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APPENDIX II

PROPERTY VALUATION REPORT

According to the Construction Project Works Permits (建築工程施工許可證 ) Nos. XK2004C210 (For Factory Nos. 1, 2, 3 and 4), XK2004C211 (for Factory No. 5), XK2004C213 (for Factory No. 7), XK2004C212 (for Factory Nos. 6, 8 and 9), XK2004C214 (for Factory No. 10), XK2004C215 (for Dormitory Nos. 1, 2, 3 and 4), XK2004C217 (for Dormitory Nos. 6 and 7), XK2004C218 (for Dormitory Nos. 8 and 9), XK2004C216 (for Dormitory Nos. 5, 10 and 11), XK2004C219 (for Management Building) and XK2004C220 (for water pump room) all dated 29 June 2004 and issued by the Construction Bureau of Shenzhen Municipality, Bao An District, the heights of the factory buildings, dormitory buildings and management building are 5 storeys, 6 storeys and 4 storeys respectively. The commencement and expiry dates of the abovementioned Contract are on 20 April 2004 and 26 December 2004 respectively.
According to the Acceptance of Application Notice Letter – Shen Guo Fang Fei Xu Ke Shuo No. 42-20072346B (受理通知書－深國房非許可受 42-20072346B號 ) dated 10 September 2007, the relevant Government Department accepts Weiqiu Industrial (Shenzhen) Company Limited’s (the “Land Use Unit”) application relating to extraordinary business matters.
According to the Notice of Payment of Sales Fee for State-owned Land Use Right (土地使用權出讓金繳費通知單 ) and Notice of Payment of Land Development Fee and Urban Facilities Fee (土地開發金，市政配套設施金繳費通知單 ) all dated 19 October 2007, the Land Use Unit has to pay the aforementioned fees within 15 days of receiving the Notices and sign the State-owned Land Use Right Sales Contract with the State-owned Land Resources and Real Estate Bureau within 60 days from the date of issue of the Notices.
According to the Government Fund Unity Invoice of Guangdong Province – Use Land File No. BA00147611 (廣東省政府性基金（資金）通用票據－用地方案號 BA00147611) dated 19 November 2007, details of payment are listed as follows:–

Land Development fee : Urban Facilities fee : Land Use Right Sales fee :	RMB1,222,093 RMB3,250,292 RMB789,244
	RMB5,261,629

According to the Completion of Tax Payment Certificate – (2006) Shen Di Wan Dian Zi D0580698 (稅收完稅證 (2006) 深地完電字 D0580698) 19 November 2007, Weiqiu Industrial (Shenzhen) Company Limited has paid the tax for the title deed together with the stamp duty in a total sum of RMB160,479.68.
According to the Certificate of Real Estate Ownership – Shen Fang Di Zi Di No. 5000302763 (房地產證－深房地字第 5000302763號 ) dated 7 December 2007, issued by the Shenzhen Municipal State-owned Land Resources and Real Estate Administration Bureau Bao An Branch, the title in respect of the property is vested in Weiqiu Industrial (Shenzhen) Company Limited (100 per cent) and the land use term is 50 years from 9 January 1993 to 8 January 2043. Use of the property is for industrial purposes. The property can only be transferred as one undivided lot. The breakdown of the total gross floor area of each of the 10 blocks of factory buildings, 11 blocks of dormitory buildings and 1 management building is as follows:–

Type of Building and No.	Gross Floor Area (sq.	m.)	Completion Date
Factory No. 1	6,763.17	)	20 March 2007
Factory No. 2	6,763.92	)	20 March 2007
Factory No. 3	6,763.52	)	20 March 2007
Factory No. 4	6,763.52	)	20 March 2007
Factory No. 5	6,285.35	)	20 March 2007
Factory No. 6	9,685.80	)	20 March 2007
Factory No. 7	9,796.97	)	20 March 2007
Factory No. 8	9,685.40	)	20 March 2007
Factory No. 9	9,685.35	)	20 March 2007
Factory No. 10	8,569.83	)	20 March 2007
Total:	80,762.83

– 25 –

APPENDIX II

PROPERTY VALUATION REPORT

Type of Building and No.	Type of Building and No.	Gross Floor Area (sq.	m.)	Completion Date
Dormitory No. 1	)	2,125.22	)	20 March 2007
Dormitory No. 2	)	2,125.22	)	20 March 2007
Dormitory No. 3	)	2,125.22	)	20 March 2007
Dormitory No. 4	)	2,125.27	)	20 March 2007
Dormitory No. 5	) include Canteen	1,880.11	)	20 March 2007
Dormitory No. 6	)	2,244.19	)	20 March 2007
Dormitory No. 7	)	2,244.30	)	20 March 2007
Dormitory No. 8	)	2,490.02	)	20 March 2007
Dormitory No. 9	)	2,490.03	)	20 March 2007
Dormitory No.10	)	1,880.11	)	20 March 2007
Dormitory No.11	)	1,880.40	)	20 March 2007
Total:		23,610.09
Management Building		3,534.74		20 March 2007
Water Pump Room		44.18		24 May 2007

The total construction costs as stated in the above-mentioned Certificate amount to a sum of RMB128,974,284.53.

We have relied on all the information as provided to us by the Group including those contained in the aforementioned documents and the legal opinion of Xin Yang Law Firm, the Group’s PRC lawyers dated 27 May 2008 and we have prepared our valuation on the following bases:–

i) Weiqiu Industrial (Shenzhen) Company Limited has obtained the Red Cover Real Estate Ownership Certificate and is therefore in possession of a legal title to the subject property and is entitled to transfer the property as one undivided lot with the residual term of the land use right at no additional premium or other costs payable to the government.
ii) All land or other premium as well as other costs relating to the provision of utilities and ancillary services have been or will be completely settled.
iii) The design, construction and completion of the buildings which are erected on the land are in compliance with local planning regulations and have been approved by the relevant government authorities.
iv) Our valuation of the property is on the basis that the land and all of the buildings on it can only be sold or transferred as one undivided lot.
v) Our valuation of the property is based on a 100 per cent attributable interest.
vi) In view of the aforementioned court order which has frozen the transaction of the subject property, the Group’s PRC lawyers are of the opinion and have suggested that under such circumstances whereby the transaction of the property has been frozen by the court, the seller usually can settle such matters with the creditor. The creditor can apply to the court to defreeze the court order in order for both parties to complete the property transaction. In this case therefore, through negotiations between Weiqiu Industrial (Shenzhen) Company Limited, the Purchaser and the Creditor, and also through court judgement, the settlement of the related debt and the transaction of the property can be resolved and proceeded based on the following scheme:-
(a) Weiqiu Industrial (Shenzhen) Company Limited and the Purchaser mutually agree to help Weiqiu fulfill its related responsibility of guarantee by utilising the property transacted price to release the court order that has frozen the transaction of the property by the creditor.

– 26 –

APPENDIX II

PROPERTY VALUATION REPORT

  - (b) The Purchaser can deposit the transaction price directly into the court commissioned executing fund account so that Weiqiu and the creditor can confirm and Weiqiu repay the outstanding debt to the creditor so that the dispute and related matters between the parties can be resolved and settled.

  - (c) Weiqiu shall undertake and follow all the legal procedures relating to the property transaction in order to register and transfer the ownership of the property to the Purchaser.

vii) The Group’s PRC lawyers cannot assess the possibility of the transfer of the legal title of the subject property.
The status of title of the property interest as well as requisite approvals, consents, certificates, permits and licences relating to the development, use and sale of the property in accordance with information provided to us by the Group and the legal opinion of the Group’s PRC lawyer are as follows:–

Shenzhen Municipal Land Use Rights Sales Contract		– signed
(Shen Di He Zi (98) No. 4-262)
Land Use Rights Supplementary Sales Contract		– signed
Construction Land Use Planning Permit		– obtained
(Shen Gui Tu Gui Xu Zi No. 05-2003-0045)
Construction Project Planning Permits	}	– obtained
(Shen Gui Tu Gui Xu Zi Nos.	}
2004B067 (for Factory Nos. 1, 2, 3 and 4),	}
2004B068 (for Factory No. 5),	}
2004B070 (for Factory No. 7),	}
2004B069 (for Factory No. 6, 8 and 9),	}
2004B071 (for Factory No. 10),	}
2004B072 (for Dormitory Nos. 1, 2, 3 and 4),	}
2004B074 (for Dormitory Nos. 6 and 7),	}
2004B075 (for Dormitory Nos. 8 and 9),	}
2004B073 (for Dormitory Nos. 5, 10 and 11),	}
2004B147 (for Management Building) and	}
2004B076 (for water pump room)	}
Construction Project Works Permits	}	– obtained
Nos. XK2004C210 (For Factory Nos. 1, 2, 3 and 4),	}
XK2004C211 (for Factory No. 5),	}
XK2004C213 (for Factory No. 7),	}
XK2004C212 (for Factory Nos. 6, 8 and 9),	}
XK2004C214 (for Factory No. 10),	}
XK2004C215 (for Dormitory Nos. 1, 2, 3 and 4),	}
XK2004C217 (for Dormitory Nos. 6 and 7),	}
XK2004C218 (for Dormitory Nos. 8 and 9),	}
XK2004C216 (for Dormitory Nos. 5, 10 and 11),	}
XK2004C219 (for Management Building) and	}
XK2004C220 (for water pump room)	}
Acceptance of Application Notice Letter		– issued
(Shen Guo Fang Fei Xu Ke Shuo No. 42-20072346B)
Notice of Payment of Sales Fee for State-owned		– issued
Land Use Right
(dated 19 October 2007)
Notice of Payment of Land Development Fee and		– issued
Urban Facilities Fee
(dated 19 October 2007 )
Government Fund Unity Invoice of Guangdong Province		– issued
(Use Land File No. BA00147611)
Completion of Tax Payment Certificate		– obtained
(2006) Shen Di Wan Dian Zi D0580698
Certificate of Real Estate Ownership		– obtained
(Shen Fang Di Zi Di No. 5000302763)

– 27 –

APPENDIX III

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. 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.

2. DIRECTORS’, CHIEF EXECUTIVE’S AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS IN SECURITIES

(a) Directors’ and chief executives’ interests and short positions in the shares, underlying shares and debentures of the Company or any associated corporation

As at the Latest Practicable Date, the interests and short positions of the directors and or their associates in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (“SFO”), as recorded in the register maintained by the Company under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO and the Model Code for the Securities Transactions by Directors of Listed Companies were as follows:

Long positions of Directors’ Interests in shares of the Company

	Number	of ordinary shares of the Company held	of ordinary shares of the Company held	of ordinary shares of the Company held
		Interest
		in underlying		Approximate
		shares under		percentage of
		derivatives/	Total	the total	issued
Name of Directors	Capacity	share options	interests	share	capital
	(Note)
Mr. Tse On Kin	Beneficial Owner	4,333,000	4,333,000		0.56%
(Note (i))

Save as disclosed above, as at the Latest Practicable Date, none of the directors nor chief executives of the Company and their associates had any personal, family, corporate or other interests had registered an interest or short position in the shares underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (“SFO”), as recorded in the register maintained by the Company under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO and the Model Code.

– 28 –

APPENDIX III

GENERAL INFORMATION

Directors’ right to acquire share or debentures

Save as disclosed under paragraph 2(a) of this Appendix III, at no time during the year was the Company, its subsidiaries, its fellow subsidiaries or its holding companies a party to any arrangements to enable the Directors to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.

Disclosable interests and short positions of substantial shareholders under the SFO

At the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of SFO, and so far as is known to any directors or chief executive of the Company, the following persons had, or were deemed or taken to have, an interest or short position in the shares or underlying shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or will be directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other members of the Group:

Long position:

Long position:
				Percentage of
			Number	the Company’s
		Capacity and	of ordinary	issued
Name of shareholder	Notes	Nature of Interest	share held	share capital
Max Sun Enterprises Limited		Directly beneficially owned	165,259,530	21.25
Chow Tai Fook Nominees
Limited	(ii)	Indirectly beneficially owned	165,259,530	21.25
Cheng Yu Tung	(iii)	Indirectly beneficially owned	165,259,530	21.25
Wong Cheung Yiu	(v)	Directly beneficially owned	4,388,987,047	564.39
Kistefos Investment A.S.	(iv)	Directly beneficially owned	62,400,000	8.02
Chan Koon Wa	(vi)	Directly beneficially owned	2,191,203,428	281.77

Notes:

(i) 4,333,000 share options of the Company with exercise period from 8 May 2007 to 7 May 2012 and exercise price of HK$0.60 are held by Mr. Tse On Kin.
(ii) 165,259,530 ordinary shares in the Company were held by Max Sun Enterprises Limited, a company which is wholly owned by Chow Tai Fook Nominees Limited.
(iii) So far is known to the Directors, Chow Tai Fook Nominees Limited. is wholly-owned by Mr. Cheng Yu Tung.
(iv) So far is known to the Directors, Kistefos Investment A.S. is wholly-owned by A.S. Kistefos Traesliberi, in which Mr. Christen Sveaas has an 85% beneficial interest.
(v) Being the total number of Shares and the total number of shares that, subject to certain conversion restrictions, may be converted upon exercise of the conversion rights under convertible note(s) for the amount of HK$6,400,379,165 to be issued as consideration for the acquisition of rights in oil fields, the particulars of which has been disclosed in the Company announcements dated 25 October 2007, 14 November 2007 and 2 May 2008 respectively.

– 29 –

APPENDIX III

GENERAL INFORMATION

(vi) Being the total number of shares and the total number of shares that, subject to certain conversion restrictions, may be converted upon exercise of the conversion rights under convertible note(s) for the amount of HK$3,195,391,697 to be issued as consideration for the acquisition of rights in oil fields, the particulars of which has been disclosed in the Company announcements dated 25 October 2007, 14 November 2007 and 2 May 2008 respectively.

Save as disclosed above, the directors are not aware of any person had or were deemed or taken to have, an interest or short position in the shares or underlying shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or will be directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other members of the Group.

3. MATERIAL CONTRACTS

The following contracts (being contracts not entered into in the ordinary course of business of the Group) have been entered into by the members of the Group after the date of two years immediately preceding the date of this circular, and up to the Latest Practicable Date, and are or may be material:

A subscription agreement dated 20 December 2006 entered into by the Company and Silver Disk Limited in relation to the subscription of 13,928,000 new shares of the Company by Silver Disk Limited;
A subscription agreement dated 20 December 2006 entered into by the Company and Deng Ling in relation to the subscription of 8,356,000 new shares of the Company by Deng Ling;
A subscription agreement dated 20 December 2006 entered into by the Company and Huang Bang Hua in relation to the subscription of 13,928,000 new shares of the Company by Huang Bang Hua;
A subscription agreement dated 20 December 2006 entered into by the Company and Zhao Li Xin in relation to the subscription of 2,784,000 new shares of the Company by Zhao Li Xin;
A subscription agreement dated 20 December 2006 entered into by the Company and Zeng Xin in relation to the subscription of 3,064,000 new shares of the Company by Zeng Xin;
A top-up subscription agreement dated 21 December 2006 entered into by the Company and Good Power International Limited in relation to the top-up subscription of 50,640,000 shares of the Company by Good Power International Limited;

– 30 –

APPENDIX III

GENERAL INFORMATION

A placing agreement dated 14 May 2007 entered into by the Company, Good Power International Limited and Goldbond Securities Limited in relation to the placing of 70,000,000 shares of the Company owned by Good Power International Limited;
A top-up subscription agreement dated 14 May 2007 entered into by the Company and Good Power International Limited in relation to the top-up subscription of 70,000,000 shares of the Company by Good Power International Limited;
A subscription agreement dated 16 May 2007 entered into by the Company and Ample Talent Development Group Limited in relation to the subscription of 5,000,000 new shares of the Company by Ample Talent Development;
A subscription agreement dated 16 May 2007 entered into by the Company and Huang Bang Hua in relation to the subscription of 5,000,000 new shares of the Company by Huang Bang Hua;
A placing agreement dated 16 May 2007 entered into by the Company, Good Power International Limited and Goldbond Securities Limited in relation to the placing of 30,000,000 shares of the Company owned by Good Power International Limited;
A top-up subscription agreement dated 16 May 2007 entered into by the Company and Good Power International Limited in relation to the top-up subscription of 30,000,000 shares of the Company by Good Power International Limited;
The Guarantee dated 27 September 2007 executed by Weiqiu, an indirect wholly-owned subsidiary of the Company and Zhong Cheng, a group company of Wandi, in favour of Wandi to secure the Bank Loan owing to the Bank by Wandi amounting to RMB35,000,000 (equivalent to approximately HK$36.16 million) as at 28 August 2007;
A top-up subscription agreement dated 29 October 2007 entered into by the Company and Good Power International Limited in relation to the top-up subscription of 107,000,000 shares of the Company by Good Power International Limited;
An agreement for sale and purchase of the entire issued share capital of Jade Honest Limited dated 31 October 2007 (“Material Contract 1”);
A supplemental agreement dated 12 November 2007 supplementing Material Contract 1;
A second supplemental agreement dated 26 March 2008 supplementing Material Contract 1; and
the Agreement

– 31 –

APPENDIX III

GENERAL INFORMATION

Save as disclosed above, no material contracts (not being contracts entered into in the ordinary course of business carried out by the Group) have been entered into by any member of the Group within the two years preceding the Latest Practicable Date.

4. LITIGATION

On 27 September 2007, Weiqiu, an indirect wholly-owned subsidiary of the Company, and Zhong Cheng, a group company of Wandi, executed the Guarantee to secure the Bank Loan owing to the Bank by Wandi amounting to RMB35,000,000 (equivalent to approximately HK$36.16 million) as at 28 August 2007. A recent land search showed that the Shenzhen Property was sealed by Beijing First Intermediate Peoples Court (北京市第一中級人民法院 ) on 6 March 2008 as a result of the default in progress repayment of the Bank Loan by Wandi. Currently, as informed by Wandi, Wandi is now negotiating with the Bank on the settlement of the default payment of the Bank Loan. The Company is also negotiating with Wandi and Zhong Cheng, the joint guarantor of the Guarantee, on the settlement of the default payment and alternatives to deal with the matters.

Save as disclosed above, as at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration of material importance and no litigation, arbitration or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

5. EXPERT AND CONSENT

The following is the qualification of the experts who have given opinion contained in this circular:

Name	Qualification
Chung, Chan & Associates	Professional property valuers
Chartered Surveyors
Xin Yang Law Firm	PRC legal adviser

Chung, Chan & Associates Chartered Surveyors and Xin Yang Law Firm have given and have not withdrawn their written consent to the issue of this circular with the inclusion herein of their letters, reports and/or references to their names in the form and context in which they respectively appear.

As at the Latest Practicable Date, Chung, Chan & Associates Chartered Surveyors and Xin Yang Law Firm had no shareholding, directly or indirectly, in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, Chung, Chan & Associates Chartered Surveyors and Xin Yang Law Firm had no direct or indirect interests in any assets which had been, since 31 December 2007 (being the date to which the latest published audited financial statements of the Company were made up), acquired or disposed of by or leased to the Group, or proposed to be acquired or disposed of by or leased to any member of the Group.

– 32 –

APPENDIX III

GENERAL INFORMATION

6. SERVICE CONTRACT

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with the Company or any member of the Group which did not expire or was not determinable by the Group within one year without payment of compensation (other than statutory compensation).

7. CONTRACTS OR ARRANGEMENT AND COMPETING BUSINESSES

As at the Latest Practicable Date, none of the Directors and his/her associates was interested in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

None of the Directors has any direct or indirect interest in any assets which had been acquired, disposed of or leased to, or which are proposed to be acquired, disposed of or leased to, the Company or any of its subsidiaries since 31 December 2007 (the date to which the latest published audited financial statements of the Company were made up).

As at the Latest Practicable Date, there was no contract or arrangement entered into by any member of the Group subsisting in which any Director was materially interested and which was significant in relation to the business of the Group.

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at the registered office of the Company at Unit 2003-06, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong, from the date of this circular and up to and including the date of the SGM:

(a) the memorandum and articles of association of the Company;
(b) the material contracts referred to in the section headed “Material Contracts” in this appendix;
(c) the annual reports of the Company for the nine months ended 31 December 2006 and the year ended 31 December 2007;
(d) the property valuation report contained in Appendix II to this circular;
(e) the letter of consent referred to under the section headed “Expert and Consent” in this appendix;
(f) the Legal Opinions; and
(g) this circular.

– 33 –

APPENDIX III

GENERAL INFORMATION

9. GENERAL

(a) The company secretary and qualified accountant of the Company is Mr. Yu Wing Cheung. He is a member of the Hong Kong Institute of Certified Public Accountants.
(b) The share registrar and transfer office of the Company is Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.
(c) The registered office of the Company is situated at Unit 2003-06, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong.
(d) The English texts of this circular and the accompanying form of proxy shall prevail over the Chinese texts.

– 34 –

NOTICE OF SPECIAL GENERAL MEETING

==> picture [67 x 55] intentionally omitted <==

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 at 2:30 p.m. on Monday, 16 June 2008 for the purpose of considering and, if thought fit, passing, with or without modification, the following resolutions as ordinary resolution of the Company:

ORDINARY RESOLUTION

To consider and if thought fit, pass the following resolution as an Ordinary Resolution No. 1:

“ THAT:
1.1 the Agreement (as defined in the circular dated 29 May 2008 despatched to the shareholders of the Company (the “Circular”), a copy of which has been produced to the meeting and marked “A”, and initialled by the chairman of the meeting for the purpose of identification) a copy of which has been produced to the meeting and marked “B”, and initialled by the chairman of the meeting for the purpose of identification and the terms thereof be and are hereby approved, confirmed and ratified;
1.2 the Disposal (as defined in the Circular) on the terms set out in the Agreement (as defined in the Circular) be and is hereby approved;
1.3 all other transactions contemplated under the Agreement (as defined in the Circular) be and are hereby approved; and
1.4 any one director of the Company be and is hereby authorised to do all such acts and things as he in his sole and absolute discretion deems necessary, desirable or expedient to implement, give effect to and/or complete the Agreement (as defined in the Circular) and the transactions contemplated thereunder and, including without limitation, approving any amendment of the terms of the Agreement (as defined in the Circular) as required by, or for the purposes of obtaining the approval of, relevant authorities or to comply with all applicable laws, rules and regulations.”

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

Hong Kong, 29 May 2008

* for identification purpose only

– 35 –

NOTICE OF SPECIAL GENERAL MEETING

Head office and principal place of business in Hong Kong: Unit 2003-06 Shui On Centre

6-8 Harbour Road Wanchai Hong Kong

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Notes:

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.
Where there are joint registered holders of any Share, any one such person may vote at the meeting, either personally or by proxy, in respect of such Shares as if he was 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.
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, Tricor 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.
At the date of this circular, the executive directors of the Company are Mr. Tse On Kin, Mr. Cheng Kam Chiu, Stewart, Mr. Cheng Chi Him and Mr. Li Guoping; four non-executive Directors, namely Mr. Pei Cheng Ming, Michael, Mr. Wong Man Kong, Peter, Mr. Tsang Kwong Fook, Andrew and Mr. Chan Chi Yuen; and three independent non-executive Directors, namely Mr. Fung Chi Kin, Mr. Qian Zhi Hui and Mr. Chiu Wai On.
A form of proxy for use at the meeting is being despatched to the shareholders of the Company together with a copy of this notice.

As at the date of this notice, the Board comprises eleven Directors, of which four are executive Directors, namely Mr. Tse On Kin, Mr. Cheng Kam Chiu, Stewart, Mr. Cheng Chi Him and Mr. Li Guoping; four non-executive Directors, namely Mr. Pei Cheng Ming, Michael, Mr. Wong Man Kong, Peter, Mr. Tsang Kwong Fook, Andrew and Mr. Chan Chi Yuen; and three independent non-executive Directors, namely Mr. Fung Chi Kin, Mr. Qian Zhi Hui and Mr. Chiu Wai On.

– 36 –

AI assistant

GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2008

49098_rns_2008-05-28_fd5909c5-118a-46a3-afa3-ea41b3ecafe6.pdf

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

DISCLOSEABLE TRANSACTIONS AND MAJOR TRANSACTION RELATING TO DISPOSAL OF A SUBSIDIARY

Financial Adviser to New Times Group Holdings Limited

CONTENTS

DEFINITIONS

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

DISCLOSEABLE TRANSACTIONS AND MAJOR TRANSACTION RELATING TO DISPOSAL OF A SUBSIDIARY

INTRODUCTION

DISCLOSEABLE TRANSACTIONS

(I) Provision of Guarantee

(II) The Facility

Parties:

Date of the Facility Agreement:

1 December 2004

Facility amount:

Interest rate:

Facility duration and repayment:

Reasons for the Facility:

Financial effects of the Guarantee and the Facility

The Guarantee

The Facility

INTERNAL CONTROL REVIEW

MAJOR TRANSACTION

Agreement dated 21 April 2008 (as supplemented on 5 May 2008)

Parties :

Assets to be disposed:

Consideration:

Information on the Shenzhen Property

Condition precedent to the Agreement

Completion

REASONS FOR THE DISPOSAL

FINANCIAL EFFECTS OF THE DISPOSAL

FINANCIAL AND TRADING PROSPECTS OF THE GROUP

GENERAL

SGM

PROCEDURES FOR DEMANDING A POLL

RECOMMENDATION

ADDITIONAL INFORMATION

1. INDEBTEDNESS

2. WORKING CAPITAL

3. MATERIAL ADVERSE CHANGE

Yours faithfully, CHUNG, CHAN & ASSOCIATES Peter C. K. Chung FRICS FHKIS MIS(M) PDABV

VALUATION CERTIFICATE

Property

3.

1. RESPONSIBILITY STATEMENT

2. DIRECTORS’, CHIEF EXECUTIVE’S AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS IN SECURITIES

3. MATERIAL CONTRACTS

4. LITIGATION

5. EXPERT AND CONSENT

6. SERVICE CONTRACT

7. CONTRACTS OR ARRANGEMENT AND COMPETING BUSINESSES

8. DOCUMENTS AVAILABLE FOR INSPECTION

9. GENERAL

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

NOTICE OF SPECIAL GENERAL MEETING

ORDINARY RESOLUTION

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GoFintech Quantum Innovation Limited Proxy Solicitation & Information Statement 2008