GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2010

Jun 1, 2010

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, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in New Times Energy Corporation Limited (“Company”) , you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

A copy of this circular has been registered with the Registrar of Companies in Hong Kong as required by Section 342C of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). A copy of this circular will be filed with the Registrar of Companies in Bermuda as required by the Companies Act 1981 of Bermuda (as amended). The Registrar of Companies in Hong Kong and the Registrar of Companies in Bermuda take no responsibility for the contents of this circular.

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company 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 ENERGY CORPORATION LIMITED 新時代能源有限公司*

(incorporated in Bermuda with limited liability)

(Stock code: 00166)

PROPOSED BONUS ISSUE OF LISTED WARRANTS AND NOTICE OF SPECIAL GENERAL MEETING

Financial Adviser to the Company

A notice convening the special general meeting of the Company (“ SGM ”) to be held at Board Room, 7/F, Dynasty Club, South West Tower, Convention Plaza, One Harbour Road, Wanchai, Hong Kong on Friday, 18 June 2010 at 2:30 p.m. is set out on pages 21 to 22 of this circular. A form of proxy for the SGM is also enclosed herewith. Whether or not you propose to attend the SGM, you are requested to complete the proxy form and return it to the office of the share registrar of the Company in Hong Kong, Tricor Tengis Limited at 26/F Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as practicable and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or any adjournment thereof should you so wish.

2 June 2010

* For identification purpose only

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
**Letter from **	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix	– Summary of the terms of the Bonus Warrants . . . . . . . . . . . . . .	11
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		21

DEFINITIONS

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

• “Acquisition”

• the acquisition of the entire share capital of Jade Honest Limited as announced by the Company on 20 February 2009 and 4 May 2009 respectively

• “Announcement” announcement of the Company dated 6 May 2010 in relation to the proposed Bonus Issue

• “Board” the board of Directors

• “Bonus Issue”

• the proposed issue of Bonus Warrants by the Company to the Qualifying Shareholders on the basis of one Bonus Warrant for every seven Shares held on the Record Date

• “Bonus Warrant(s)”

• the new listed warrants proposed to be issued by the Company entitling the holder(s) thereof to subscribe for New Shares at an initial subscription price of HK$0.27 per New Share, subject to adjustments, at any time from the date of issue of the Bonus Warrants and ending on the date of the first anniversary thereof (both days inclusive)

• “Business Day”

• any day (other than a Saturday) on which banks in Hong Kong are open for business

• “CCASS”

• the Central Clearing and Settlement System established and operated by HKSCC

• “Company”

• New Times Energy Corporation Limited, a company incorporated in Bermuda, the Shares of which are listed on the Main Board of the Stock Exchange

• “Directors”

• the directors of the Company

• “Group”

• the Company and its subsidiaries

• “HKSCC”

• Hong Kong Securities Clearing Company Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

• “Latest Practicable Date”

• “Listing Rules”

• “New Shares”

• “Non-Qualifying Shareholder(s)”

• “Overseas Shareholder(s)”

• “PRC”

• “Qualifying Shareholder(s)”

• “Record Date”

• “Registrar”

• “SGM”

• “Shareholder(s)”

• 26 May 2010, being the latest practicable date for the purpose of ascertaining certain information contained in this circular

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

• new Shares which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the Bonus Warrants

• Overseas Shareholders(s) whom the Directors are of the view that it would be necessary or expedient to exclude from the Bonus Issue under the laws of the places of his/her/their registered address(es) or the requirements of the relevant regulatory body or stock exchange in that place

• Shareholder(s) whose address(es) as shown on the register members of the Company on the Record Date is/are outside Hong Kong

• the People’s Republic of China, which for the purpose of this circular, excluding Hong Kong, Macau Special Administrative Region and Taiwan

• Shareholder(s), other than the Non-Qualifying Shareholder(s), whose name(s) appear(s) on the register of members of the Company on the Record Date

• Friday, 18 June 2010, being the record date for ascertaining the entitlements of Qualifying Shareholder(s) to the Bonus Issue

• the share registrar of the Company in Hong Kong, Tricor Tengis Limited at 26/F Tesbury Centre, 28 Queen’s Road East, Hong Kong

• the special general meeting of the Company to be convened to approve, amongst other things, the Bonus Issue

• holder(s) of Shares

– 2 –

DEFINITIONS

“Shares”

• “Stock Exchange”

• “Subscription Period”

• “Subscription Rights”

• “HK$”

“%”

ordinary shares of HK$0.10 each in the issued share capital of the Company

The Stock Exchange of Hong Kong Limited

the period from Friday, 25 June 2010 to Friday, 24 June 2011 (both days inclusive)

the rights of the holders of the Bonus Warrants to subscribe for a maximum of 1,152,521,860 Shares pursuant and subject to the terms of the Bonus Warrants and, in relation to each Bonus Warrant, means the right of the relevant holder of the Bonus Warrants to subscribe the exercise moneys for Shares

• Hong Kong dollars, the lawful currency of Hong Kong

per cent.

– 3 –

EXPECTED TIMETABLE

The below timetable is for indication purposes only. Any changes to the timetable will be announced as and when appropriate. All times and dates in the circular refer to Hong Kong local times and dates.

	2010
Last day of dealings in Shares on a cum-entitlements basis
for the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . Wednesday, 9 June
First day of dealings in Shares on an ex-entitlements basis
for the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . Thursday, 10 June
Latest time for lodging forms of transfers of Shares
to ensure entitlement to the Bonus Issue . . . . . . . . . . . . . . 4:30 p.m. on Friday, 11 June
Closure of register of members of the Company
(both days inclusive) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . Monday, 14 June to
	Friday, 18 June
Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 18 June
Date of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 18 June
Despatch of certificates of the Bonus Warrants by . . . . . . . . . . . . . . . . . . Friday, 25 June
Commencement of dealings in the Bonus Warrants . . . . . . 9:30	a.m. on Tuesday, 29 June

– 4 –

LETTER FROM THE BOARD

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NEW TIMES ENERGY CORPORATION LIMITED 新時代能源有限公司*

(incorporated in Bermuda with limited liability)

(Stock code: 00166)

Executive Directors: Mr. Cheng Kam Chiu, Stewart (Chairman) Mr. Cheng Ming Kit

Non-Executive Directors: Mr. Wong Man Kong, Peter Mr. Chan Chi Yuen

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

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

Head Office and Principal Place of Business Room 1007-08 New World Tower I 18 Queen’s Road Central Central Hong Kong 2 June 2010

To the Shareholders

Dear Sir/Madam,

PROPOSED BONUS ISSUE OF LISTED WARRANTS

INTRODUCTION

Reference is made to the Announcement and the announcement of the Company dated 20 May 2010 in relation to the revised expected timetable for the Bonus Issue. The Board proposed the Bonus Issue to the Qualifying Shareholders on the basis of one Bonus Warrant for every seven existing Shares held on the Record Date.

Each Bonus Warrant will entitle the holder thereof to subscribe in cash for one New Share at an initial subscription price of HK$0.27, subject to adjustments, at any time during the period which is expected to commence on the date of the issue of the Bonus Warrants and ending on the date immediately preceding the first anniversary thereof (both days inclusive).

* For identification purpose only

– 5 –

LETTER FROM THE BOARD

The Bonus Issue is to be made under a specific mandate to be sought at the SGM and will be conditional upon: (a) the passing of an ordinary resolution by the Shareholders at the SGM approving the Bonus Issue and the allotment and issue of the New Shares upon exercise of the subscription rights attaching to the Bonus Warrants; and (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Bonus Warrants and the New Shares.

The purpose of this circular is to provide you with further information on the Bonus Issue and a notice of the SGM.

PROPOSED BONUS ISSUE

The material terms of the Bonus Issue are summarised in the following:

Basis of Bonus Issue

Subject to the satisfaction of the conditions as set out under the section headed “Conditions to the Bonus Issue” below, the Bonus Issue is proposed to be made on the basis of one Bonus Warrant for every seven existing Shares held by the Qualifying Shareholders whose names appear on the register of members of the Company on the Record Date.

Number of Bonus Warrants to be issued

On the basis of 8,067,653,020 Shares in issue as at the Latest Practicable Date, and assuming no further Shares will be issued or repurchased by the Company on or before the Record Date, 1,152,521,860 Bonus Warrants will be issued pursuant to the Bonus Issue. Full exercise of the subscription rights attaching to the 1,152,521,860 Bonus Warrants at the initial subscription price of HK$0.27 per New Share would result in the issue of 1,152,521,860 New Shares, representing approximately 14.29% of the issued ordinary share capital of the Company as at the Latest Practicable Date and approximately 12.50% of the issued share capital of the Company as enlarged by the issue of such New Shares.

As at the Latest Practicable Date, the Company does not have any equity securities which remain to be issued on exercise of any other subscription rights (excluding options granted under the share option scheme which comply with Chapter 17 of the Listing Rules) as described in Rule 15.02(1) of the Listing Rules. The New Shares falling to be issued upon exercise of the subscription rights attaching to the Bonus Warrants will not exceed 20% of the issued share capital of the Company. Accordingly, the issue of the Bonus Warrants is in compliance with Rule 15.02(1) of the Listing Rules.

Subscription price and Subscription Period

The Bonus Warrants will be issued in registered form and each Bonus Warrant will entitle the holder thereof to subscribe in cash for one New Share at an initial subscription price of HK$0.27, subject to customary anti-dilutive adjustments in

– 6 –

LETTER FROM THE BOARD

market transactions of this type in certain events, including, among other things, share consolidations, share subdivisions, capitalisation issues and capital distributions, at any time during the period which is expected to commence on the date of the issue of the Bonus Warrants and end on the date immediately preceding the first anniversary thereof, which are expected to be from Friday, 25 June 2010 to Friday, 24 June 2011 (both days inclusive).

The initial subscription price of HK$0.27 represents:

• (i) a discount of approximately 15.63% to the closing price of HK$0.320 per Share as quoted on the Stock Exchange on 6 May 2010 (being the date of the Announcement);

• (ii) a discount of approximately 12.90% to the average closing price of approximately HK$0.310 per Share as quoted on the Stock Exchange for the past five trading days ended on 6 May 2010; and

• (iii) a discount of approximately 14.56% to the average closing price of approximately HK$0.316 per Share as quoted on the Stock Exchange for the past ten trading days ended on 6 May 2010.

Conditions to the Bonus Issue

The Bonus Issue will be conditional upon:

• (a) the passing of an ordinary resolution by the Shareholders at the SGM approving the Bonus Issue and the allotment and issue of the New Shares upon exercise of the Subscription Rights attaching to the Bonus Warrants; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Bonus Warrants and the New Shares.

The Directors confirm that none of the Shareholders will be required to abstain from voting at the SGM.

Closure of Register of Members

The register of members of the Company will be closed from Monday, 14 June 2010 to Friday, 18 June 2010 (both days inclusive) in order to establish entitlements of the Qualifying Shareholders to the Bonus Issue.

The last day for dealing in Shares cum-entitlements to the Bonus Issue will be Wednesday, 9 June 2010. In order to be qualified for the Bonus Issue, all outstanding transfer of Shares should be lodged with the Registrar, not later than 4:30 p.m. on Friday, 11 June 2010.

– 7 –

LETTER FROM THE BOARD

Fractional Entitlements

Fractional entitlements to the Bonus Warrants (if any) will not be issued to the Shareholders but will be aggregated and sold for the benefit of the Company. The net proceeds of sale will be retained for the benefit of the Company.

Overseas Shareholders

As at the Latest Practicable Date, the Company has two Shareholders whose addresses as shown on the register of members of the Company are in the PRC and seven Shareholders whose addresses as shown on the register of members of the Company are in the British Virgin Islands. In determining whether it would be necessary or expedient to exclude an Overseas Shareholder who registered as a member of the Company on the Record Date, the Directors have made enquiry pursuant to Rule 13.36(2)(a) of the Listing Rules with legal advisers of the places in which such Overseas Shareholders are residing on the legal restrictions under the laws of the relevant places and the requirements of the relevant regulatory body or stock exchange of the relevant places. Both of the legal advisers of the PRC and the British Virgin Islands have confirmed that there are not any such legal restrictions or requirements imposed by the relevant regulatory body or stock exchange in the PRC and in the British Virgin Islands on issue of the Bonus Warrants to the relevant Overseas Shareholders. As such, the Company will issue to such Overseas Shareholders their respective entitled Bonus Warrants.

If there are any other Overseas Shareholders on the Record Date, enquiry pursuant to Rule 13.36(2) of the Listing Rules will be made by the Directors with legal advisers of the place in which such Overseas Shareholders are residing on the legal restrictions under the laws of the relevant place and the requirements of the relevant regulatory body or stock exchange of the relevant place. If the Directors are of the view that, after such enquiry, the exclusion of such Overseas Shareholders is necessary or expedient on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place, the Bonus Warrants will not be granted to such Overseas Shareholders and an announcement will be made accordingly.

Any Bonus Warrants which would otherwise have been issued to the Non-Qualifying Shareholder(s) under the Bonus Issue will be sold in the market as soon as possible if a premium, net of expenses, can be obtained. Any net proceeds of sale, after deduction of expenses, will be distributed in Hong Kong dollars to such Non-Qualifying Shareholder(s). Remittance thereof will be posted to it, at its own risk, unless the amount falling to be distributed to such person is less than HK$100, in which case it will be retained for the benefit of the Company.

– 8 –

LETTER FROM THE BOARD

Listing

Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Bonus Warrants and the New Shares. Dealings in the Bonus Warrants are expected to commence on the Stock Exchange on Tuesday, 29 June 2010. No part of the equity or debt securities of the Company is listed on or dealt on any other stock exchange and no such listing of or permission to deal is being or is proposed to be sought.

The New Shares will rank pari passu in all respects with the then existing issued Shares and, subject to the Memorandum of Association and the Articles of Association of the Company, will rank for any dividends and other distributions and/or offers of further securities made by the Company.

Subject to the satisfaction of the conditions to the Bonus Issue and compliance with the stock admission requirement of HKSCC, the Bonus Warrants and the New Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Bonus Warrants on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Certificates for the Bonus Warrants

Subject to the satisfaction of the conditions to the Bonus Issue, it is expected that certificates for the Bonus Warrants will be posted on or before Friday, 25 June 2010 at the risk of the Shareholders entitled thereto to their respective addresses shown on the register of members of the Company.

REASONS FOR THE BONUS ISSUE AND USE OF PROCEEDS

The principal activities of the Group are general trading and exploration of natural resources. The Board believes that the Bonus Issue represents a return by the Company to the Shareholders for their long-term support of the Company. It is also believed that the Bonus Issue will provide the Shareholders with an opportunity to participate in the growth of the Company. The Bonus Issue will also strengthen the equity base of the Company and increase the Company’s working capital if and when the subscription rights attaching to the Bonus Warrants are exercised.

Assuming the full exercise of the subscription rights attaching to the Bonus Warrants, the total funds to be raised is approximately HK$310.9 million, net of, among others, legal fees, printing expenses and the fees for the application of listing of the Bonus Warrants and the New Shares. The Company intends to apply any subscription monies received as and when subscription rights are exercised towards general working capital of the Group and future business development. Since the exercise of the subscription rights attaching to the Bonus Warrants is at the discretion of the holder of the Bonus Warrants, the Company is not able to ascertain the exact additional proceeds which may be raised from the issue of the New Shares as at the Latest Practicable Date.

– 9 –

LETTER FROM THE BOARD

FUND RAISING ACTIVITIES OF THE GROUP IN THE PAST TWELVE MONTHS

Date of		Net proceeds	Intended use
announcement	Event	(Approximate)	of proceeds	Actual use of proceeds
3 November	Placing of	HK$117.7 million	Financing the	Part of the proceeds (HK$60
2009	convertible		Acquisition	million) has been used
	notes in the			for the up-front payment
	aggregate			of the Acquisition and the
	principal			remaining proceeds were
	amount of			put to an interest bearing
	HK$124			bank account
	million
19 January 2010	– Subscription of	HK$99.9 million	For general	Part of the proceeds
	322,582,000		working	(approximately HK$62
	Shares		capital	million) has been used
			purpose and	for the progress payment
			for financing	of exploration works in
			future	Argentina and the
			investment	balance was deposited
			opportunities	into an interest-bearing
				bank account which is
	– Placing of	HK$221.4 million	Financing the	intended to be used to
	743,100,000		Acquisition	finance the Acquisition
	Shares		and future	and future investment of
			investments	the Company

Save for the above, the Company has not conducted any fund raising activities by issue of equity securities in the past twelve months immediately before the Latest Practicable Date.

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 information contained in this circular and confirm, having made all reasonable inquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement in this circular misleading.

FURTHER INFORMATION

Your attention is also drawn to the Appendix to this circular, which sets out a summary of the terms of the Bonus Warrants.

By order of the Board New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman

– 10 –

APPENDIX

SUMMARY OF THE TERMS OF THE BONUS WARRANTS

The Bonus Warrants will be issued subject to and with the benefit of the instrument by way of deed poll (“ Instrument ”) to be executed by the Company. The Bonus Warrants will be issued in registered form and will form one class and rank pari passu in all respects with each other.

The principal terms and conditions of the Bonus Warrants (“ Conditions ”) will be set out in the certificates for the Bonus Warrants (“ Warrant Certificates ”) and will include provisions to the effect set out below. Holders of the Bonus Warrants will be entitled to the benefit of, and will be bound by, and be deemed to have notice of the Conditions. They will also be entitled to the benefit of, and will be bound by, and be deemed to have notice of the provisions of the relevant Instrument, copies of which will be available from the share registrar of the Company in Hong Kong, Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

1. SUBSCRIPTION RIGHTS

• (a) The registered holder of the Bonus Warrants represented by the Warrant Certificate will have the right, which may be exercised in whole or in part, but not in respect of any fraction of a Share, at any time during the Subscription Period on any Business Day, to subscribe in dollars (in units of HK$0.27) the exercise moneys for fully paid Shares at HK$0.27 in cash per Share (subject to adjustments (“ Subscription Price ”). After 4:00 p.m. on 24 June 2011, any Subscription Rights which have not been exercised will lapse and the Bonus Warrants and Warrant Certificates will cease to be valid for any purpose.

• (b) Each Warrant Certificate will contain a subscription form. In order to exercise in whole or in part the Subscription Rights represented by the Warrant Certificate, the holders of the Bonus Warrants must complete and sign the subscription form (which, once signed and completed, shall be irrevocable) and deliver the Warrant Certificate (and, if the subscription form used shall not be the form endorsed hereon, the separate subscription form) duly completed to the Registrar, together with a remittance for the exercise moneys (or, in the case of a partial exercise, the relevant portion of the exercise moneys). In each case, compliance must also be made by the exercising holder of the Bonus Warrants with any exchange control, fiscal or other laws or regulations for the time being applicable.

• (c) The number of Shares to be allotted on exercise of the Subscription Rights shall be calculated by dividing the amount specified in the relevant subscription form and duly remitted as aforesaid by the Subscription Price applicable on the Subscription Date. No fraction of a Share will be allotted but any balance representing fractions of the exercise moneys paid on exercise of the Subscription Rights represented by this Warrant certificate will be refunded by the Company to the holders of the Bonus Warrants, provided always that for the purpose of determining whether any (and if so what) fraction of a Share arises, if the Subscription Rights represented by the Warrant Certificate and any one or more other Warrant Certificates are exercised on the same Subscription Date by the same holder of the Bonus

– 11 –

APPENDIX

SUMMARY OF THE TERMS OF THE BONUS WARRANTS

Warrants then the Subscription Rights represented by such Bonus Warrants shall be aggregated (save in cases where any such cash payment shall be less than $100, then no payment will be made).

“ Subscription Date ” is any Business Day falling during the Subscription Period on which any of the Subscription Rights represented by such Bonus Warrants are duly exercised before the close of business on such day by delivery of the Warrant Certificate in respect thereof to the Registrar with the subscription form duly completed, together with a remittance for the exercise moneys or (in the case of partial exercise) the relevant portion thereof provided that if such rights are exercised during a period when the register of holders of Shares is closed, the Subscription Date will be the next following Business Day on which such register is open.

• (d) The Company has undertaken in the Instrument that Shares falling to be issued upon the exercise of the Subscription Rights represented by this Warrant Certificate will be issued and allotted not later than 28 days after the relevant Subscription Date and will rank pari passu with the fully paid Shares in issue on the relevant Subscription Date and accordingly shall entitle the holders to vote at general meetings of the Company and to participate in all dividends or other distributions declared, paid or made on or after the relevant Subscription Date unless adjustment therefor has been made as provided in the Instrument, other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be on or before the relevant Subscription Date and notice of the amount and record date for which shall have been given to the Stock Exchange prior to the relevant Subscription Date.

• (e) As soon as reasonably practicable after the relevant allotment of Shares (and not later than 28 days after the relevant Subscription Date) there will be issued free of charge to the holder(s) of the Bonus Warrant(s) represented by the Warrant Certificate:

• (i) a certificate (or certificates) for the relevant Shares in the name(s) of such warrantholder(s);

• (ii) (if applicable) a balancing Warrant certificate in registered form in the name(s) of such warrantholder(s) in respect of any Subscription Rights represented by this Warrant Certificate lodged but remaining unexercised; and

• (iii) (if applicable) a cheque representing the fractional entitlement to Shares not allotted as mentioned in (c) above.

– 12 –

APPENDIX

SUMMARY OF THE TERMS OF THE BONUS WARRANTS

• (f) The certificate(s) for Shares arising on the exercise of Subscription Rights, the balancing Warrant Certificate (if any) and the cheque in respect of the fractional entitlement (if any) will be sent by post at the risk of such warrantholder(s) to the address of such warrantholder(s) or (in the case of a joint holding) to that one of them whose name stands first in the register of the warrantholders (which shall be deemed to be a sufficient despatch to all of them). If the Company agrees, such certificates and cheques may by prior arrangement be retained by the Registrar to await collection by the relevant warrantholder(s).

2. ADJUSTMENTS OF SUBSCRIPTION PRICE

The Instrument contains detailed provisions relating to the adjustment of the Subscription Price.

The following is a summary of, and is subject to the adjustment provisions set out in the Instrument:

• (a) The Subscription Price shall (except as mentioned in sub-paragraphs (b) and (c) below) be adjusted as provided in the Instrument in each of the following cases:

• (i) if and whenever the nominal amount of the Shares is altered by reason of any consolidation or subdivision;

• (ii) if and whenever the Company shall issue (other than in lieu of a cash dividend) any Shares credited as fully paid by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve fund);

• (iii) if and whenever the Company shall make any Capital Distribution (as defined in the Instrument), whether on a reduction of capital or otherwise, to holders of its Shares (in their capacity as such);

• (iv) if and whenever the Company shall grant to the holders of its Shares (in their capacity as such) rights to acquire for cash assets of the Company or any of its Subsidiaries;

• (v) if and whenever the Company shall offer to holders of Shares new Shares for subscription by way of rights or shall grant to holders of Shares any options or warrants to subscribe for new Shares, in each case at a price which is less than 90% of the market price (calculated as provided in the Instrument);

• (vi) if and whenever the Company or any other company shall issue wholly for cash any securities which by their terms are convertible into or exchangeable for or carrying rights of subscription for new Shares, and

– 13 –

APPENDIX

SUMMARY OF THE TERMS OF THE BONUS WARRANTS

the total Effective Consideration (as defined in the Instrument) per Share initially receivable for such securities is less than 90% of the market price (calculated as provided in the Instrument), or the terms of any such issue being altered so that the said total Effective Consideration per Share is less than 90% of such market price;

• (vii) if and whenever the Company shall issue wholly for cash any Shares (other than Shares issued pursuant to a Share Option Scheme) at a price per Share which is less than 90% of the market price (calculated as provided in the Instrument); and

• (viii) if and whenever the Company shall purchase any Shares (or securities convertible into, or any rights to acquire, Shares) in circumstances where the Directors consider that it may be appropriate to make an adjustment to the Subscription Price.

• (b) Except as mentioned in sub-paragraph (c), no such adjustment as is referred to in sub-paragraph (a) above shall be made in respect of:

• (i) an issue of fully paid Shares upon the exercise of any conversion rights attached to securities convertible into Shares or upon the exercise of any rights (including the Subscription Rights) to acquire Shares;

• (ii) an issue of Shares or other securities of the Company or any subsidiary wholly or partly convertible into, or rights to acquire, Shares to directors or employees of the Company or any of its Subsidiaries or associates or other eligible persons pursuant to a share option scheme;

• (iii) an issue by the Company of Shares or by the Company or any Subsidiary of securities wholly or partly convertible into, or rights to acquire, Shares, in any such case in consideration or part consideration for the acquisition of any other securities, assets or businesses;

• (iv) an issue of fully paid Shares by way of capitalisation of all or part of the Subscription Rights Reserve (as defined in the Instrument) to be established in certain circumstances (or other profits or reserves) pursuant to the terms and conditions contained in the Instrument, or any similar reserve which has been or may be established pursuant to the terms of any other securities wholly or partly convertible into or rights to acquire Shares; or

• (v) an issue of Shares pursuant to a scrip dividend scheme where an amount not less than the nominal amount of the Shares so issued is capitalised and the market value (calculated as provided in the Instrument) of such Shares is not more than 110% of the amount of dividend which holders of Shares could elect to or would otherwise receive in cash.

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APPENDIX

SUMMARY OF THE TERMS OF THE BONUS WARRANTS

• (c) Notwithstanding the provisions referred to in sub-paragraphs (a) and (b), in any circumstances where the Company shall consider that an adjustment to the Subscription Price provided for under the said provisions should not be made or should be calculated on a different basis or that an adjustment to the Subscription Price should be made notwithstanding that no such adjustment is required under the said provisions or that an adjustment should take effect on a different date or at a different time from that provided for under the said provisions, the Company may appoint the auditors or an approved merchant bank to consider whether for any reason whatever the adjustment to be made (or the absence of adjustment) would not or might not fairly and appropriately reflect the relative interests of the persons affected thereby and, if the auditors or such approved merchant bank (as the case may be) shall consider this to be the case, the adjustment shall be modified or nullified or an adjustment made instead of no adjustment in such manner (including, without limitation, making an adjustment calculated on a different basis) and/or the adjustment shall take effect from such other date and/or time as shall be certified by the auditors or such approved merchant bank (as the case may be) to be in its opinion appropriate.

• (d) Any adjustment to the Subscription Price shall give the warrantholders the same proportion of the issued share capital of the Company for which such warrantholders would have been entitled to subscribe had he/she exercised all the Subscription Rights held by him/her immediately prior to such adjustment, and any adjustment shall be made to the nearest one cent so that any amount under half a cent shall be rounded down and any amount of half a cent or more shall be rounded up. No adjustment shall be made to the Subscription Price in any case in which the amount by which the same would be reduced would be less than one cent and any adjustment that would otherwise be required then to be made shall not be carried forward. No adjustment may be made (except on a consolidation of Shares into Shares of a larger nominal amount) which would increase the Subscription Price.

• (e) Every adjustment to the Subscription Price will be certified to be fair and appropriate by the auditors or an approved merchant bank and notice of each adjustment (giving the relevant particulars) will be given to the warrantholders. In giving any certificate or making any adjustment hereunder, the auditors or the approved merchant bank (as the case may be) shall be deemed to be acting as experts and not as arbitrators and in the absence of manifest error, the decision shall be conclusive and binding on the Company and the warrantholders and all persons claiming through or under them respectively. Any such certificate of the auditors or the approved merchant bank (as the case may be) will be available for inspection at the registered office and/or the principal place of business of the Company for so long as any of the Subscription Rights remains exercisable.

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APPENDIX

SUMMARY OF THE TERMS OF THE BONUS WARRANTS

3. REGISTERED BONUS WARRANTS

The Bonus Warrants are issued in registered form. The Company shall be entitled to treat the registered holders of any Bonus Warrant as the absolute owners thereof and accordingly shall not, except as ordered by a Court of competent jurisdiction or required by law, be bound to recognise any equitable or other claim to or interest in such Bonus Warrant on the part of any other person, whether or not it shall have express or other notice thereof.

4. TRANSFER, TRANSMISSION AND REGISTER

• (a) The Subscription Rights represented by this Warrant Certificate are transferable, in whole or in integral multiples of units of Subscription Rights, by instrument of transfer in any usual or common form or in any other form which may be approved by the Directors or, where the transferor or transferee is HKSCC Nominees Limited or its successor thereto (or such other company as may be approved by the Directors for this purpose) the instrument of transfer may be executed under the hand of authorised person(s) or by machine imprinted signature(s).

• (b) The Company shall maintain the register of the warrantholders (“ Register ”) accordingly. The Register may be closed from time to time. Any transfer or exercise of the Subscription Rights attached to the Bonus Warrants made while the Register is so closed shall, as between the Company and the person claiming under the relevant transfer of Bonus Warrants or, as the case may be, as between the Company and the warrantholder who has so exercised the Subscription Rights to his Bonus Warrants (but not otherwise), be considered as made immediately after the reopening of the Register. Transfers of Bonus Warrants must be executed by both the transferor and the transferee. The provisions of the Company’s articles of association relating to, inter alia, the registration, transmission and transfer of Shares and the register of members shall, mutatis mutandis, apply to the registration, transmission and transfer of the Bonus Warrants and the Register.

• (c) Persons who hold Bonus Warrants and have not registered the Bonus Warrants in their own names and wish to exercise the Bonus Warrant should note that they may incur additional costs and expenses in connection with any expedited re-registration of Bonus Warrants prior to the transfer or exercise of Bonus Warrants, in particular during the period commencing 10 Business Days prior to and including the last day of the Subscription Period, being 24 June 2011.

• (d) Since the Bonus Warrants will be admitted to CCASS, so far as applicable laws or regulations of relevant regulatory authorities and the terms of the Instrument and circumstances permit, the Company may determine the last trading day of the Warrants to be a date at least three trading days before the last day on which the Subscription Rights may be exercised.

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APPENDIX

SUMMARY OF THE TERMS OF THE BONUS WARRANTS

5. PURCHASE AND CANCELLATION

The Company or any of the Subsidiaries may at any time, subject to the Code on Share Repurchases, the Listing Rules, and all other applicable laws, rules and regulations, purchase Bonus Warrants:

• (a) in the open market or by tender (available to all warrantholders alike) at any price; or

• (b) by private treaty at a price per Bonus Warrant, exclusive of expenses, not exceeding 110% of the closing price on the Stock Exchange per Bonus Warrant for one or more board lots of Bonus Warrants prior to the date of purchase of the Bonus Warrant, but not otherwise. All Bonus Warrants purchased as aforesaid shall be cancelled forthwith and may not be reissued or re-sold.

6. MEETINGS OF WARRANTHOLDERS AND MODIFICATION OF RIGHTS

• (a) The Instrument contains provisions for convening meetings of warrantholders to consider any matter affecting the interests of the warrantholders, including the modification by a special resolution of the provisions of the Instrument and/or the Conditions. A special resolution duly passed at any such meeting shall be binding on the warrantholders, whether present or not.

• (b) All or any of the rights for the time being attached to the Bonus Warrants (including any of the provisions of the Instrument) may from time to time (whether or not the Company is being wound up) be altered or abrogated (including but without prejudice to that generality by waiving compliance with, or by waiving or authorising any past or proposed breach of, any of the provisions of the Conditions and/or the Instrument) and the sanction of a special resolution of the warrantholders shall be necessary to effect such alteration or abrogation.

• (c) Where a warrantholder is a recognised clearing house (within the meaning of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) or its nominee(s), it may authorise such person or persons as it thinks fit to act as its representative(s) or its proxy (or proxies) at any warrantholders’ meeting provided that, if more than one person is so authorised, the authorisation must specify the number of Bonus Warrants in respect of which each such person is so authorised. The person so authorised will be entitled to exercise the same power on behalf of the recognised clearing house as that clearing house or its nominee(s) could exercise as if such person were an individual warrantholder.

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APPENDIX

SUMMARY OF THE TERMS OF THE BONUS WARRANTS

7. REPLACEMENT OF WARRANT CERTIFICATES

• (a) If a Warrant Certificate is mutilated, defaced, lost or destroyed, it may, at the discretion of the Company, be replaced at the principal place of business of the Registrar in Hong Kong on payment of such costs as may be incurred in connection therewith and on such terms as to evidence, indemnity and/or security as the Company may require and on payment of such fee not exceeding the maximum fee as may from time to time be permitted by the Stock Exchange as the Company may determine. Mutilated or defaced Warrant Certificates must be surrendered before replacements will be issued.

• (b) In the case of lost Warrant Certificates, section 71A, subsections (2), (3), (4), (6), (7) and (8) of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) shall apply as if “shares” referred to therein included Bonus Warrants.

8. PROTECTION OF SUBSCRIPTION RIGHTS

The Instrument contains certain undertakings by and restrictions on the Company designed to protect the Subscription Rights.

9. CALL

If at any time the Bonus Warrants which have not been exercised carry rights to subscribe less than 10% of the original aggregate amount of all the Bonus Warrants issued under the Instrument, the Company may, on giving not less than three months’ notice, require warrantholders either to exercise their Subscription Rights or to allow them to lapse. On expiry of such notice, all unexercised Bonus Warrants will be automatically cancelled without compensation to warrantholders.

10. FURTHER ISSUES

The Company shall be at liberty to issue further subscription warrants.

11. UNDERTAKINGS BY THE COMPANY

The Instrument contains certain undertakings by the Company in addition to the undertakings given by it in relation to the grant and exercise of the Subscription Rights and the protection thereof.

12. NOTICES

• (a) The Instrument contains provisions relating to notices to be given to warrantholders.

• (b) Every warrantholder shall register with the Company an address either in Hong Kong or elsewhere to which notices can be sent and if any warrantholder shall fail to do so, notice may be given to such warrantholder

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APPENDIX

SUMMARY OF THE TERMS OF THE BONUS WARRANTS

by sending the same in any of the manners hereinafter mentioned to his last known place of business or residence or, if there be none, by posting the same for three days at the registered office and/or principal office for the time being of the Company.

• (c) A notice may be given by delivery, prepaid letter (airmail in the case of an overseas address), cable, telex message or by advertisement in newspapers in accordance with the requirements of the Stock Exchange.

• (d) All notices with respect to warrants standing in the names of joint holders shall be given to whichever of such persons is named first in the Register and notice so given shall be sufficient notice to all the holders of such warrants.

13. RIGHTS OF WARRANTHOLDERS ON WINDING UP

The Instrument provides that if an effective resolution is passed during the Subscription Period for the voluntary winding up of the Company, then:

• (a) if such winding up is for the purpose of reconstruction or amalgamation pursuant to a scheme of arrangement to which the warrantholders, or some person designated by them for such purpose by special resolution, shall be a party or in conjunction with which a proposal is made to the warrantholders and is approved by special resolution, the terms of such scheme of arrangement or (as the case may be) proposal will be binding on all the warrantholders; and

• (b) in the event a notice is given by the Company to its shareholders (and the warrantholders) to convene a shareholders’ meeting for the purpose of considering and, if thought fit, approving a resolution to wind up the Company voluntarily, every warrantholder shall be entitled by irrevocable surrender of his Warrant Certificate(s) to the Company with the Subscription Form(s) duly completed, together with payment of the relevant exercise moneys or the relative portion thereof (such Subscription Form(s) and exercise moneys to be received by the Company not later than five Business Days prior to the proposed shareholders’ meeting) to be allotted and issued, as soon as possible and in any event no later than the day immediately prior to the date of the proposed shareholders’ meeting, the Shares which fall to be issued pursuant to the exercise of the relevant Subscription Rights.

• (c) the Instrument provides that, subject to the foregoing, if the Company is wound up, all Subscription Rights which have not been exercised at the commencement of the winding up shall lapse and each Warrant Certificate will cease to be valid for any purpose.

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APPENDIX

SUMMARY OF THE TERMS OF THE BONUS WARRANTS

14. OVERSEAS WARRANTHOLDERS

• (a) No Subscription Rights conferred by a Bonus Warrant may be exercised by any person who has a registered address (as shown on the Company’s register of members at the time of the exercise of the Subscription Right) in any territory other than Hong Kong and who is a holder to whom, in the opinion of the Directors, Shares may not be offered without compliance with registration, filing and/or other legal or regulatory requirements outside Hong Kong.

• (b) The exercise of any Subscription Rights by a warrantholder under a Bonus Warrant shall constitute a confirmation, representation and warranty by the exercising warrantholder that such warrantholder is not a resident or national of any jurisdiction where the exercise of the Bonus Warrants or the delivery of Shares upon such exercise is prohibited by any law or regulation or the requirements of the relevant regulatory body or stock exchange or where compliance with the relevant laws or regulations or requirements would require registration, filing or other action by the Company and that the exercise of such Bonus Warrants or the delivery of Shares upon such an exercise will not breach or result in a breach of any exchange control, fiscal or other laws or regulations for the time being applicable.

15. GOVERNING LAW

The Instrument and the Bonus Warrants are governed by and will be construed in accordance with the laws of Hong Kong. The Company irrevocably submits to the non-exclusive jurisdiction of the Courts of Hong Kong in respect of the Instrument and the Bonus Warrants and all matters and disputes arising in connection with them.

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NOTICE OF SGM

==> picture [93 x 66] intentionally omitted <==

NEW TIMES ENERGY CORPORATION LIMITED 新時代能源有限公司*

(incorporated in Bermuda with limited liability)

(Stock code: 00166)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (“ SGM ”) of New Times Energy Corporation Limited (the “ Company ”) will be held at Board Room, 7/F, Dynasty Club, South West Tower, Convention Plaza, One Harbour Road, Wanchai, Hong Kong on Friday, 18 June 2010 at 2:30 p.m. for the following purpose:

ORDINARY RESOLUTION

“ THAT , conditional on the Listing Committee of The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) granting listing of, and permission to deal in, the warrants (“ Bonus Warrants ”) and any shares in the capital of the Company (“ Share(s) ”) to be issued upon any exercise of the subscription rights attaching to the Bonus Warrants, the directors of the Company be and are hereby authorised:–

• (a) to create Bonus Warrants, which shall be in registered form, to subscribe, at the initial subscription price of HK$0.27 per Share, subject to adjustments and the terms and conditions set out in the warrant instrument (the “ Instrument ”, a copy of a draft of which has been produced to the meeting and signed for the purpose of identification by the Chairman) and such Bonus Warrants could be exercised during the period commencing from the date of issue of the Bonus Warrants and end on the date immediately preceding the first anniversary thereof and to issue the same by way of bonus to and among the persons who were registered as shareholders of the Company on 18 June 2010, being the Record Date, in the proportion of one Bonus Warrant carrying the right to subscribe at HK$0.27 for a Share in the capital of the Company for every seven existing Shares held, provided that:–

• (i) in the case of persons having registered addresses not in Hong Kong, save and except the People’s Republic of China and the British Virgin Islands, the relevant Bonus Warrants shall not be issued to such persons but shall be aggregated and sold in the market and the net proceeds of sale, after deduction of expenses, distributed pro rata to such persons unless such amount falling to be distributed to any such person is less than $100 in which case such amount will be retained for the benefit of the Company; and

* For identification purpose only

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NOTICE OF SGM

• (ii) no fractional entitlements to Bonus Warrants shall be issued aforesaid, but the fractional entitlements shall be aggregated and sold for the benefit of the Company. The net proceeds of the sale will be retained for the benefit of the Company. The directors of the Company shall do all such acts and things as they consider necessary or expedient to give effect to the foregoing arrangements;

• (b) as a specific mandate to the directors of the Company, to allot and issue shares in the capital of the Company arising from the exercise of subscription rights under such Bonus Warrants or any of them;

• (c) to affix common seal of the Company to and to sign the Instrument in accordance with the articles of association of the Company; and

• (d) to do all such acts and things as the directors of the Company consider necessary or expedient to give effect to the transactions contemplated by the Instrument.”

By order of the Board New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman

Hong Kong, 2 June 2010

Head office and Principal place of business in Hong Kong Room 1007-08

New World Tower I 18 Queen’s Road Central Central Hong Kong

Registered office Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Notes:

• 1 A shareholder of the Company entitled to attend and vote at the above meeting may appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a shareholder of the Company.

• 2 Where there are joint registered holders of any Share, any one such 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.

• 3 In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be delivered to the office of the share register of the Company in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

• 4 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.

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