GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2009

Jan 16, 2009

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.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim 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 TRANSACTION RELATING TO DISPOSAL OF A SUBSIDIARY

19 January 2009

for identification purpose only

*

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix	– General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

DEFINITIONS

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

• “Agreement” the sale and purchase agreement dated 24 December 2008 entered into between the Purchaser and the Vendor relating to the sale and purchase of the Sale Shares and the assignment of the Debt

• “Beijing Property” two portions of shop spaces located on the 1st and 2nd Levels, Buildings Nos. 1,2 and 3, Wan Di Ming Yuan, No. 39 Xi Si Huan Zhong Road, Haiding District, Beijing, the PRC

• “Board” board of the Directors “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

• “Completion” completion of the Agreement “Consideration” the aggregate consideration of HK$49,880,000 for the Disposal

• “Debt” the outstanding shareholders’ loan of HK$54,286,676 owing from Elegant Pool to the Company as at the date of the Agreement and to be assigned by the Company to the Purchaser pursuant to the Agreement

• “Director(s)” director(s) of the Company “Disposal” the disposal of the Sale Shares and the Debt on the terms contained in the Agreement

• “Elegant Pool” Elegant Pool Limited, a company incorporated in the British Virgin Islands and a wholly owned subsidiary of the Company

• “Last Practicable Date” 15 January 2009, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in the circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Group” the Company and its subsidiaries

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DEFINITIONS

“Hong Kong”	Hong Kong Special Administrative Region of the PRC
“PRC”	the People’s Republic of China
“Purchaser”	Flame High Limited, a company incorporated in the
	British Virgins Islands, being the purchaser of the
	Sales Shares and the Debt
“Sale Shares”	100 issued ordinary shares of US$1.00 each in the
	capital of Elegant Pool, representing the entire issued
	share capital of Elegant Pool
“Second Instalment”	the balance of the Consideration of HK$39,880,000
	payable by the Purchaser within nine months from the
	date of payment of the first instalment, together with
	interests accrued thereon from day to day and be
	calculated on a 365 day basis from the date of
	Completion to the date of payment of the balance of
	the Consideration of HK$39,880,000 (both days
	inclusive) at the rate of 5% per annum
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	Law of Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital
	of the Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Vendor”	Powerful Union Limited, a company incorporated in
	the British Virgin Islands and wholly owned by the
	Company
“HK$”	Hong Kong dollar(s), the lawful currency of Hong
	Kong
“sq. m.”	square meters
“US$”	United States dollars
“%”	per cent.

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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

Independent Non-executive Directors: Mr. Fung Chi Kin Mr. Fung Siu To, Clement Mr. Chiu Wai On

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

19 January 2009

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION RELATING TO DISPOSAL OF A SUBSIDIARY

INTRODUCTION

On 31 December 2008, the Company announced that the Vendor had entered into the Agreement on 24 December 2008 with an independent third party regarding the disposal of its entire equity interest in Elegant Pool and the Debt. The only asset of Elegant Pool is the Beijing Property. The aggregate consideration for the Disposal is HK$49,880,000.

The Disposal constitutes a discloseable transaction of the Company under the Listing Rules. The purpose of this circular is to provide you with details of the Disposal and information on the Company.

• for identification purpose only

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LETTER FROM THE BOARD

AGREEMENT DATED 24 DECEMBER 2008

Parties

Vendor : Powerful Union Limited (a wholly owned subsidiary of the Company) Purchaser : Flame High Limited

As far as the Directors are aware, the Purchaser is wholly, beneficially and ultimately owned by Mr. Lam Chi Sing (“Mr. Lam”). To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Purchaser and its ultimate beneficial owner are third parties independent of the Company and its connected persons (as defined in the Listing Rules). The Purchaser is an investment holding company and its beneficial and ultimate owner, Mr. Lam, is a businessman who mainly engaged in property investment in the PRC. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Company has no prior transaction with the Vendor or its associates in the past 24 months which would otherwise require aggregation with the Disposal pursuant to Rule 14.22 of the Listing Rules.

Assets to be disposed

• (i) the Sale Shares, being 100 issued ordinary shares of US$1.00 each in the capital of Elegant Pool, representing the entire issued share capital of Elegant Pool; and

• (ii) the benefit of and the interest in the Debt of HK$54,286,676 owing from Elegant Pool to the Company.

Elegant Pool is principally engaged in property investment. The only asset of Elegant Pool is the Beijing Property, which was valued at HK$53,952,000 as at 30 November 2008 by an independent professional valuer, Chung, Chan & Associates Chartered Surveyors. The Beijing Property comprises two portions of shop spaces in a commercial podium of a 13-storey commercial and residential development. As at the date of the Agreement, the shop spaces of the Beijing Property are vacant.

Based on the unaudited management accounts of Elegant Pool prepared in accordance with the Hong Kong Financial Reporting Standards and included in the audited consolidated accounts of the Group of the respective financial statements, Elegant Pool recorded a loss before taxation of approximately HK$3.2 million and a loss after taxation of approximately HK$3.8 million for the nine months ended 31 December 2006, while it recorded a profit before taxation of approximately HK$293,000 and a profit after taxation of approximately HK$54,000 for the year ended 31 December 2007. According to the unaudited management accounts of Elegant Pool, it has net liabilities of approximately HK$3.9 million as at 30 November 2008. The aforesaid profit and loss of Elegant Pool were mainly attributable to the rental income generated by the Beijing Property prior to April 2007, general administrative expenses and valuation loss on the

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LETTER FROM THE BOARD

Beijing Property. The main component of Elegant Pool’s liabilities is the Debt. The Group acquired the Beijing Property and the relevant shareholders’ loan by entering into a sale and purchase agreement with an independent third party in July 2003. Details of the previous acquisition had been disclosed in the circular of the Company dated 6 August 2003. The Debt was brought forward by the original shareholders’ loan so acquired and netted off with repayments made during the years.

Consideration

The aggregate Consideration of HK$49,880,000 shall be payable by the Purchaser in cash to the Vendor in two instalments as follows:

• (i) as to HK$10,000,000 has been paid by the Purchaser to the Vendor in cash upon the signing of the Agreement; and

• (ii) the balance of HK$39,880,000 will be payable by the Purchaser as the Second Instalment, within nine months from the date of the first instalment, together with interests accrued thereon from day to day and be calculated on a 365-day basis from the date of Completion to the date of payment of the Second Instalment (both days inclusive) at the rate of 5% per annum.

The Consideration for the Sale Shares and the Debt was determined after arm’s length negotiations between the parties to the Agreement, taking into account of (i) the net liabilities of Elegant Pool as at 30 November 2008 of approximately HK$3.9 million; and (ii) the Debt of HK$54,286,676.

Charge of the Sale Shares and undertakings by the Purchaser

The Purchaser, as the sole owner of the Sale Shares upon Completion, agreed to charge by way of first fixed charge to the Vendor as a continuing security for the payment of the Second Instalment.

The Purchaser further undertakes and assures the Vendor that, for so long as the Second Instalment remains outstanding:–

• (i) the Purchaser will not allow Elegant Pool to sell the Beijing Property or encumber itself in whatsoever ways;

• (ii) the Purchaser will not assign any liabilities owed to the Purchaser by Elegant Pool to any third party;

• (iii) the Purchaser will not borrow any money for Elegant Pool or allow Elegant Pool to borrow any money;

• (iv) the Purchaser will not give any guarantee;

• (v) the Purchaser will not give guarantee on behalf of Elegant Pool or allow Elegant Pool to do so; and

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LETTER FROM THE BOARD

• (vi) the Purchaser will not allow Elegant Pool to incur any debt and/or encumber itself in whatsoever ways.

Completion

Completion of the Agreement shall be conditional upon the Purchaser making payment of the first instalment of the Consideration and the execution of all the necessary documents as stated in the Agreement.

Completion has taken place on 24 December 2008 and Elegant Pool ceased to be a subsidiary of the Company.

REASONS FOR THE DISPOSAL

The Group is principally engaged in trading of zinc ore concentrate and zinc ingots. Starting from mid-2007, the Group has also tapped into the natural resources industry.

Based on the aggregate Consideration for the Disposal of HK$49,880,000, the net liabilities of Elegant Pool of approximately HK$3.9 million and the Debt of approximately HK$54.3 million, it is estimated that an insignificant loss of approximately HK$0.5 million would arise as a result of the Disposal. It is estimated that the net proceeds from the Disposal will amount to approximately HK$49.5 million and the Group intends to apply the net proceeds as general working capital for the Group.

As disclosed in the previous annual reports and the 2008 interim report of the Company, fair value of the Beijing Property had been decreasing from approximately HK$75.8 million as at 31 March 2006 to approximately HK$67.1 million as at 30 June 2008. Also, as disclosed in the 2007 annual report of the Company, the Beijing Property had been vacant for sale since mid-2007 and the management of the Company had been seeking for buyer to dispose of the Beijing Property so as to release capital for further investments to strengthen the Group’s earning stream. According to the 2008 interim report of the Company, no rental income was generated from the Beijing Property during the six month period ended 30 June 2008. Accordingly, taking into account that the Consideration is close to the aggregate value of Elegant Pool and the Debt and only a minimal loss would result, the Board is of the view that it is an opportune time to realise its interests in Elegant Pool.

Based on the above, 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.

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LETTER FROM THE BOARD

FINANCIAL EFFECTS OF THE DISPOSAL

Upon completion of the Disposal, it is expected that an insignificant loss of approximately HK$0.5 million would arise from the Disposal, but there would not be any material adverse effects on the future earnings of the Group. It is expected that total assets of the Group will decrease as the Consideration is slightly less than the total assets of Elegant Pool, while total liabilities of the Group will decrease by the amount of the liabilities of Elegant Pool.

GENERAL

The Disposal constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. Your attention is drawn to the additional information in the appendix, which forms part of this circular.

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

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APPENDIX

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

				Approximate
				percentage of
	Nature of	Interest in		total issued
Name of Directors	interest	shares	Total interests	share capital
Mr. Tse On Kin	Personal (i)	4,333,000	4,333,000	0.55%
Mr. Fung Siu To,	Personal (i)	600,000	600,000	0.08%
Clement

Notes:

(i) Shares were held by the respective Directors in their capacity as beneficiary owner.

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

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APPENDIX

GENERAL INFORMATION

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.

Directors’ right to acquire share or debentures

Save as disclosed under paragraph 2(a) of this Appendix, 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.

Discloseable 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:

				Percentage of
			Number of	the Company’s
		Capacity and	ordinary	issued share
Name of shareholder	Notes	Nature of Interest	share held	capital
Max Sun Enterprises	(i)	Directly beneficially owned	165,259,530	21.13%
Limited
Chow Tai Fook	(i)	Indirectly beneficially	165,259,530	21.13%
Nominees Limited		owned
Dato’ Dr. Cheng Yu	(ii)	Indirectly beneficially	165,259,530	21.13%
Tung		owned
Kistefos Investment A.S.	(iii)	Directly beneficially owned	62,400,000	7.98%
Wong Cheung Yiu	(iv)	Directly beneficially owned	4,007,002,500	512.42%
Chan Koon Wa	(v)	Directly beneficially owned	2,000,497,500	255.83%

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APPENDIX

GENERAL INFORMATION

Notes:

• (i) 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.

• (ii) So far is known to the Directors, Chow Tai Fook Nominees Limited is wholly-owned by Dato’ Dr. Cheng Yu Tung.

• (iii) 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.

• (iv) 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$1,282,240,800 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, 15 November 2007, 2 May 2008, 13 August 2008, 1 September 2008, 19 October 2008, 1 December 2008, 22 December 2008 and 6 January 2009 respectively.

• (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$640,159,200 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, 15 November 2007, 2 May 2008, 13 August 2008, 1 September 2008, 19 October 2008, 1 December 2008, 22 December 2008 and 6 January 2009 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. LITIGATION

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.

4. 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).

5. 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.

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APPENDIX

GENERAL INFORMATION

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.

6. 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 shall prevail over the Chinese texts.

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