GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2010

Feb 5, 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 stockbroker, or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in New Times Energy Corporation Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for onward transmission to the purchaser or 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 ENERGY CORPORATION LIMITED 新時代能源有限公司*

(incorporated in Bermuda with limited liability) (Stock code: 00166)

SUBSCRIPTION OF SHARES AND CONNECTED TRANSACTION AND PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE NEW SHARES AND NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and Independent Shareholders

A letter from the Independent Board Committee is set out on page 15 of this circular and a letter from Veda Capital to the Independent Board Committee and the Independent Shareholders is set out on pages 16 to 30 of this circular.

A notice convening a special general meeting of the Company to be held at Unit 103, 1/F, Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong on Wednesday, 24 February 2010 at 3:00 p.m. are set out on pages 36 to 39 of this circular.

Whether or not you are able 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 and deposit the same as soon as possible and in any event not later than 48 hours before the time of the special general meeting or any adjournment thereof with the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the special general meeting or any adjournment thereof should you so wish.

5 February 2010

* For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Letter from Veda Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Appendix – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31
Notice of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36

DEFINITIONS

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

• “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

• “AGM” the annual general meeting of the Company held on 27 May 2009

• “associate” has the meaning ascribed to it in the Listing Rules

• “Board” the board of Directors

• “Business Day”

• being any day, excluding Saturdays or Sundays on which banks generally are open for business in Hong Kong

• “Company”

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

• “Conversion Shares”

• the new Shares which may fall to be allotted and issued upon exercise of the conversion rights attaching to the Convertible Notes

• “Convertible Notes”

• the convertible notes in the aggregate principal amount of up to HK$124 million to be issued by the Company as announced in the announcement of the Company dated 3 November 2009

• “Director(s)”

• the Director(s) of the Company

• “First Refreshed Mandate”

• the first refreshed general mandate granted to the Directors at the special general meeting of the Company held on 11 December 2009 to allot, issue and deal with new Shares not exceeding 20% of the then issued share capital of the Company as at the date of the passing of the relevant resolution by the independent Shareholders at such general meeting

• “Group”

• the Company and its subsidiaries

• “HK$”

Hong Kong dollar, the lawful currency of Hong Kong

• “Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

– 1 –

DEFINITIONS

• “Independent Board Committee”

• an independent committee comprising all independent non-executive Directors established by the Board to advise the independent Shareholders in respect of the Subscription Agreement and the Second Refreshed Mandate

• “Issue Mandate” the general mandate granted to the Directors by the Shareholders at the AGM to exercise the powers of the Company to allot, issue and deal with the securities of the Company not exceeding 20% of the aggregate nominal amount of the then issued share capital of the Company as at the date of the AGM

• “Last Trading Day”

• 15 January 2010, which is a Stock Exchange trading day

• “Latest Practicable Date” 2 February 2010, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information referred to in this circular

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

• “Placing” the placement of the Placing Shares pursuant to the Placing Agreement

• “Placing Agent”

• Pelican Securities Limited, a corporation licensed to carry out activities of type 1 (dealing in securities), type 4 (advising on securities) and type 6 (advising on corporate finance) under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Placing Agreement”

• the placing agreement dated 19 January 2010 entered into between the Company and the Placing Agent in relation to the Placing

• “Placing Shares”

• 743,100,000 new Shares to be placed pursuant to the Placing Agreement

• “PRC”

• The People’s Republic of China

• “Second Refreshed Mandate”

• the general mandate proposed to be granted to the Directors at the SGM to allot, issue and deal with new Shares not exceeding 20% of the issued share capital of the Company as at the date of the passing of the relevant ordinary resolution by the independent Shareholders at the SGM

• “SFC”

the Securities and Futures Commission

– 2 –

DEFINITIONS

• “SGM” the special general meeting of the Company to be convened and held for the purposes of approving (i) the Subscription Agreement and the transactions contemplated thereunder; and (ii) the grant of the Second Refreshed Mandate

• “Share(s)” ordinary share(s) of HK$0.10 each in the capital of the Company

• “Shareholder(s)”

• holder(s) of the Shares

• “Specific Mandate” the specific mandate to allot, issue and deal with the Subscription Shares

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Subscriber” Max Sun Enterprises Limited, the subscriber of the Subscription Shares under the Subscription Agreement

• “Subscription” the subscription of the Subscription Shares by the Subscriber pursuant to the terms and conditions of the Subscription Agreement

• “Subscription Agreement”

• the subscription agreement dated 18 January 2010 entered into between the Company and the Subscriber in respect of the Subscription

• “Subscription Price”

• HK$0.31 per Subscription Share

• “Subscription Shares”

• a total of 322,582,000 new Shares to be issued and allotted by the Company to the Subscriber pursuant to the Subscription Agreement

• “Takeovers Code”

• the Code on Takeovers and Mergers approved by the SFC as amended from time to time

• “Veda Capital”

• Veda Capital Limited, a licensed corporation to carry out type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), and the independent financial adviser to the Independent Board Committee and the independent Shareholders in relation to the (i) Subscription Agreement and the Subscription; and (ii) the grant of the Second Refreshed Mandate

• “%”

per cent

– 3 –

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 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 in Hong Kong: Unit 1007–08 10th Floor New World Tower I 18 Queen’s Road Central Hong Kong 5 February 2010

To the Shareholders, and for information only, holder of the Convertible Notes

Dear Sir or Madam,

SUBSCRIPTION OF SHARES AND CONNECTED TRANSACTION AND PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE NEW SHARES

INTRODUCTION

The purposes of this circular is to provide the Shareholders with information regarding (i) the Subscription and the Subscription Agreement; (ii) the grant of the Second Refreshed Mandate; and (iii) the recommendations of the Independent Board Committee and the letter of advice from Veda Capital so as to enable the independent Shareholders to make an informed decision as to whether to vote for or against the resolutions to be proposed at the SGM.

• For identification purpose only

– 4 –

LETTER FROM THE BOARD

(A) SUBSCRIPTION AGREEMENT

Date

18 January 2010

Parties

• (1) The Company as the issuer; and

• (2) Max Sun Enterprises Limited as the Subscriber.

Subscription Shares

The Company has conditionally agreed to allot and issue to the Subscriber, and the Subscriber has conditionally agreed, to subscribe for the Subscription Shares.

The Subscription Shares represent approximately 5.0% of the existing issued share capital of the Company divided into 6,440,602,270 Shares as at the Latest Practicable Date and approximately 4.8% of the issued share capital of the Company divided into 6,763,184,270 Shares as enlarged by the issue of the Subscription Shares. The aggregate nominal value of the Subscription Shares is HK$32,258,200.

Subscription Price

HK$0.31 per Subscription Share, which is determined basing on the arm’s length negotiations between the Company and the Subscriber with reference to the market conditions and taking into account the recent trading price of the Shares, which represents:

• (i) a discount of approximately 10.1% to the closing price of HK$0.345 per Share as quoted on the Stock Exchange on 15 January 2010, being the Last Trading Day prior to the entering of the Share Placing and Subscription Agreement;

• (ii) a discount of approximately 12.7% to the average closing price of HK$0.355 per Share as quoted on the Stock Exchange for the last 5 trading days up to and including 15 January 2010; and

• (iii) a discount of approximately 12.3% to the average closing price of HK$0.3535 per Share as quoted on the Stock Exchange for the last 10 trading days up to and including 15 January 2010.

– 5 –

LETTER FROM THE BOARD

The net proceeds from the Subscription, after deduction of expenses of the Company in connection with the Subscription, are estimated to be HK$99,900,000 (representing a net Subscription Price of approximately HK$0.3097 per Subscription Share). The Directors consider that the terms of the Subscription Agreement are fair and reasonable and are in the interests of the Company and its Shareholders as a whole. The Subscription Price of the Subscription Shares will be paid to the Company on or before 10:00 a.m. (Hong Kong time) on the closing date of the Subscription, i.e., the second Business Day after the date upon which the conditions to be satisfied provided that such date shall not be later than the date falling 30 days after the date of the Subscription Agreement or such other date or time as the parties may agree in writing.

Ranking

The Subscription Shares, when issued and fully paid, will rank pari passu among themselves and with all other Shares presently in issue and at the time of issue and allotment of the Subscription Shares.

Conditions of the Subscription

The Subscription is conditional upon the following:

• (a) the passing of the relevant resolutions approving the Subscription Agreement and the transaction contemplated thereunder by the Shareholders at the SGM in accordance with the requirements of the Listing Rules; and

• (b) the granting of the listing of, and the permission to deal in, the Subscription Shares by the Listing Committee of the Stock Exchange (and such listing and permission not subsequently being revoked prior to the allotment and issue of the Subscription Shares).

If the conditions are not fulfilled within 30 days after the date of signing of the Subscription Agreement (or such other date as the Subscriber and the Company may agree), the Subscription Agreement will terminate.

Completion of Subscription

The second Business Day immediately after the date upon which the conditions of the Subscription shall have been fulfilled (or such other time and/or date as the parties may agree).

– 6 –

LETTER FROM THE BOARD

Application for listing

Application has been made by the Company to the Stock Exchange for the grant of the listing of, and the permission to deal in, the Subscription Shares.

Mandate to issue the Subscription Shares

The Subscription Shares to be issued under the Subscription Agreement will be issued pursuant to the Specific Mandate to be obtained at the SGM.

Reasons for the Subscription and use of proceeds

The principal activity of the Company is investment holding, and its subsidiaries are mainly engaged in natural resources trading, oil exploration and energy related business.

The Company intends to apply the net proceeds of the Subscription for general working capital purpose and for financing future investment opportunities which are expected to improve the profitability and/or broaden the revenue streams of the Group, including (i) financing the exploration of the two concessions, conducting test drillings and fulfillment of capital commitment in respect of the Acquisition, which the Company estimates that such amount represents approximately 75% of the net proceeds of the Subscription; and (ii) financing the possible acquisition of 青龍滿族自治縣宏文黃金有限責任公司 (Qinglong Manchu Autonomous County Hongwen Gold Company Limited) as announced by the Company on 8 December 2009, which the Company estimates that such amount represents approximately 25% of the net proceeds of the Subscription and the Company intends to use such net proceeds for future investment opportunities in case such possible acquisition does not proceed. The Directors believe that the Subscription can provide an opportunity to strengthen the capital base of the Group and the financial position of the Group’s future business developments.

The Directors consider the terms of the Subscription Agreement and the Subscription to be fair and reasonable and are in the best interests of the Company and its Shareholders as a whole.

– 7 –

LETTER FROM THE BOARD

Effect on Shareholding Structure

The shareholding structure of the Company immediately before and after the Subscription will be as follows:

The Subscriber Chow Tai Fook Enterprises Limited (Note i) Sub-total Fung Siu To, Clement (Note ii) Cheng Ming Kit (Note ii) Tse On Kin (Note iii) Other Public Shareholders	At present No. of Shares % 370,023,530 5.74 29,370,000 0.46 399,393,530 6.20 600,000 0.01 20,000 0.0003 9,641,000 0.15 6,030,947,740 93.64 6,440,602,270 100.00	After completion of the Subscription No. of Shares % 692,605,530 10.24 29,370,000 0.44 721,975,530 10.68 600,000 0.01 20,000 0.0003 9,641,000 0.14 6,030,947,740 89.17 6,763,184,270 100.00	After completion of the Subscription No. of Shares % 692,605,530 10.24 29,370,000 0.44 721,975,530 10.68 600,000 0.01 20,000 0.0003 9,641,000 0.14 6,030,947,740 89.17 6,763,184,270 100.00
			100.00

Notes:

• (i) Chow Tai Fook Enterprises Limited is an indirect wholly owned subsidiary of Cheng Yu Tung Family (Holdings) Limited.

• (ii) Mr. Fung Siu To, Clement is an independent non-executive director and Mr. Cheng Ming Kit is an executive director of the Company.

• (iii) Mr. Tse On Kin is an ex-director of the Company and resigned effective from 5 November 2009.

– 8 –

LETTER FROM THE BOARD

Fund Raising Activities in the Past 12 Months

Save for the capital raising activities mentioned below, there has not been any other capital raising activity of the Company in the 12 months preceding the Latest Practicable Date:

				Actual use of
				proceeds
Date of		Approximate	Intended	as at the Latest
**Announcement **	Event	net proceeds	use of proceeds	Practicable Date
3 November	Placing of	HK$117.7 million	Financing the	Part of the proceeds has
2009	Convertible		Acquisition	been used for the
	Notes			up-front payment of the
				Acquisition and the
				remaining proceeds were
				put into an
				interest-bearing bank
				account which is
				intended to be used to
				finance the Acquisition
				in the future
19 January	Placing of	HK$221.4	Financing the	Proceeds were put into an
2010	743,100,000	million	Acquisition	interest-bearing bank
	Shares		and future	account which is
			investment	intended to be used to
				finance the Acquisition
				and future investment of
				the Company

Listing Rules Implications

As at the Latest Practicable Date, the Subscriber is a company indirectly controlled by Dato’ Dr. Cheng Yu Tung, an uncle of Mr. Cheng Kam Chiu, Stewart, who is a Director of the Company. The Subscriber is therefore a connected person of the Company (as defined under Chapter 14A of the Listing Rules). The Subscription is accordingly a connected transaction for the Company under Chapter 14A of the Listing Rules and is subject to the reporting, announcement and independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Information on the Company

The Company is principally engaged in investment holding, and its subsidiaries are mainly engaged in natural resources trading, oil exploration and energy related business.

– 9 –

LETTER FROM THE BOARD

Information on the Subscriber

The Subscriber is principally engaged principally engaged in investment holding.

(B) REFRESHMENT OF THE EXISTING MANDATE

At the AGM, the Shareholders approved, among other things, an ordinary resolution to grant to the Directors the Issue Mandate to issue, allot and deal with up to 403,250,456 new Shares, being 20% of the aggregate nominal amount of the then issued share capital of the Company, i.e., 2,016,252,280 Shares.

As announced by the Company on 3 November 2009, the Company entered into the placing agreement dated 3 November 2009 whereby the Company appointed the placing agent to place, on a best effort basis, the Convertible Notes. The Convertible Notes carry the right to convert into new Shares at the conversion price of HK$0.31 per Conversion Share (subject to adjustment) or HK$0.35 per conversion Share (subject to adjustment), as the case may be. Net proceeds amounting to approximately HK$117.7 million was obtained by the Company from the placing of the Convertible Notes. The Issue Mandate would have been almost utilised for the issuance and allotment of the new Shares upon the conversion of all the Convertible Notes.

Reference is made to the Company’s circular dated 20 February 2009 in relation to, among other things, the Acquisition. As at the Latest Practicable Date, part of the net proceeds from the placing of the Convertible Notes, amounting to approximately HK$21 million, was used for the up-front payment of the Acquisition or for the exploration and exploitation works of the two concessions, conducting test drillings and fulfilment of the capital commitments in respect of the Acquisition. The remaining proceeds of which, amounting to approximately HK$96.7 million, were put into an interest-bearing bank account.

At the special general meeting of the Company held on 11 December 2009, the First Refreshed Mandate was approved, whereby the Directors were authorized to issue, allot and deal with up to 1,102,000,454 new Shares, being 20% of the aggregate nominal amount of the then issued share capital of the Company, i.e., 5,510,002,270 Shares.

Reference is made to the announcement of the Company dated 19 January 2010 in relation to the Subscription and the Placing whereby the Company, among others, appointed the Placing Agent to place, on a best effort basis, the Placing Shares at the placing price of HK$0.31 per Placing Share. The Placing was completed on 1 February 2010. As at the Latest Practicable Date, the Company has issued and allotted 743,100,000 Shares pursuant to the First Refreshed Mandate and hence 358,900,454 Shares were not utilised.

The net proceeds of the Placing is estimated to be HK$221,361,000 and the Company intends to apply the net proceeds of the Placing for general working capital purpose and for financing future investment opportunities which are expected to improve the profitability and/or broaden the revenue streams of the Group, including (i) financing the

– 10 –

LETTER FROM THE BOARD

exploration of the two concessions, conducting test drillings and fulfillment of capital commitment in respect of the Acquisition; and (ii) financing the possible acquisition of 青 龍滿族自治縣宏文黃金有限責任公司 (Qinglong Manchu Autonomous County Hongwen Gold Company Limited) as announced by the Company on 8 December 2009. As at the Latest Practicable Date, the net proceeds of the Placing has not been utilized yet.

Apart from (i) the placing of Conversion Notes as announced by the Company on 3 November 2009; and (ii) the Placing of the Placing Shares as announced by the Company on 19 January 2010; the Company has not conducted any fund raising activity in the past twelve months from the Latest Practicable Date.

The principal activity of the Company is investment holding, and its subsidiaries are mainly engaged in general trading, oil exploration and exploitation, energy and natural resources related business. Although the Directors have no present intention to exercise the Second Refreshed Mandate to allot Shares, as disclosed in the Company’s announcement on 8 December 2009, the Company has been actively looking for suitable investment opportunities in natural resources related business and therefore may require additional funding. These opportunities may or may not involve the issue of new Shares. Although the Company has not entered into any solid negotiation regarding any investment opportunities, the Board believes that the refreshment of the existing issue mandate is in the best interests of the Company and the Shareholders as a whole by virtue of maintaining financial flexibility for the Group’s future business development. The Board also considers equity financing to be an important avenue of resources to the Group since it does not create any interest paying obligations on the Group. In appropriate circumstances, the Group will also consider other financing methods such as debt financing or internal cash resources to fund its future business development. While the Board considers that there is no immediate funding need for the Group’s current operations by using the Second Refreshed Mandate and that there is currently no concrete proposal presented by potential investors for investment in the Shares, the Board proposed to refresh the general mandate for the Directors to issue and allot Shares not exceeding 20% of the issued share capital of the Company as at the date of the SGM such that should future funding needs arise or attractive terms for investment in the Shares become available from potential investors, the Board will be able to respond to the market promptly. Accordingly, the Directors consider that the approval of the grant of the Second Refreshed Mandate is in the best interests of the Company and the Shareholders as a whole.

In order to provide a flexible means for the Company to raise further funds required for the Company’s future business development, the Board proposes to grant the Second Refreshed Mandate. The Second Refreshed Mandate will, if granted at the SGM, remain effective until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held in accordance with Bermuda law or the bye-laws of the Company; and (iii) its revocation or variation by ordinary resolution(s) of the Shareholders in general meeting.

– 11 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company has 6,440,602,270 Shares in issue. Assuming that no further Shares are issued prior to the date of SGM, subject to the passing of the resolution to approve the grant of the Second Refreshed Mandate at the SGM, the Directors will be authorised to allot and issue up to 1,288,120,454 Shares under the Second Refreshed Mandate.

Pursuant to Rule 13.36(4)(a) of the Listing Rules, the proposed grant of the Second Refreshed Mandate requires the approval of the independent Shareholders at the SGM at which any of the controlling Shareholders and their associates, or where there are no controlling Shareholders, Directors (excluding independent non-executive Directors) and the chief executives and their respective associates shall abstain from voting in favour of the resolution approving the proposed grant of the Second Refreshed Mandate. As at the Latest Practicable Date, the Company has no controlling Shareholders. As at the Latest Practicable Date, Mr. Cheng Ming Kit, being the executive Director, together with his associates are interested in 20,000 Shares, representing approximately 0.0003% of the issued share capital of the Company and Mr. Fung Siu To Clement, being the independent non-executive Director, together with his associates are interested in 600,000 Shares, representing approximately 0.01% of the issued share capital of the Company. Saved as disclosed above, none of the other Directors and their respective associates hold any Shares as at the Latest Practicable Date. Accordingly, Mr. Cheng Ming Kit and his associates are required to abstain from voting in favour of the resolution approving the Second Refreshed Mandate while Mr. Fung Siu To, Clement being the independent non-executive Director is not required to abstain from voting.

The Directors consider that it is important for the Company to be able to raise fund in a timely manner in order to seize the investment opportunities that may arise. In view that debt financing may incur interest burden to the Group and open offer/rights issue may take a longer time to complete, the Board considers that fund raising exercise pursuant to a general mandate provides the Company a simpler and less lead time process than other types of fund raising exercise and to avoid the uncertainties in such circumstances that specific mandate may not be obtained in a timely manner. Hence, the grant of the Second Refreshed Mandate will allow the Company to respond promptly when potential investment opportunities arise. Accordingly, despite that fund raising exercise pursuant to a general mandate may trigger dilution effect to the Shareholders, after considering the above-mentioned benefits of the grant of the Second Refreshed Mandate, the Directors consider that the approval of the grant of the Second Refreshed Mandate is in the best interests of the Company and the Shareholders as a whole.

SGM

A notice of the SGM is set out on pages 36 to 39 of this circular.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you intend to attend the SGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at 26/E, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible but in any event, not later than 48 hours before the time of the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

– 12 –

LETTER FROM THE BOARD

Since the Subscriber and its associates, holding approximately 6.2% of the issued share capital of the Company as at the Latest Practicable Date, have material interest in the Subscription under the Subscription Agreement, they are required to be abstained from voting for approving the relevant resolutions relating to the approval of the Subscription Agreement and the Subscription at the SGM in accordance with the requirements of the Listing Rules.

Pursuant to Rule 13.36(4) of the Listing Rules, Mr. Cheng Ming Kit and his associates, approximately 0.0003% of the issued share capital of the Company as at the Latest Practicable Date, are required to abstain from voting in favour of the resolution approving the Second Refreshed Mandate

RECOMMENDATION

The Directors are of the opinion that the terms of the Subscription Agreement and the grant of the Second Refreshed Mandate are fair and reasonable and in the interests of the Company and the Shareholders as a whole and accordingly recommend the independent Shareholders to vote in favour of the ordinary resolutions for approving the (i) the Subscription and the Subscription Agreement; and (iii) the grant of the Second Refreshed Mandate; to be proposed at the SGM.

Veda Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the independent Shareholders in respect of the Subscription Agreement and the grant of the Second Refreshed Mandate. The text of the letter of advice from Veda Capital containing its recommendation and the principal factors and reasons that have been taken into consideration in arriving at its recommendation are set out on pages 16 to 30 of this circular.

The Independent Board Committee which comprises Mr. Fung Chi Kin, Mr. Chiu Wai On and Mr. Fung Siu To, Clement, all being the independent non-executive Directors, has been established to advise the independent Shareholders in respect of the grant of the Second Refreshed Mandate.

The Independent Board Committee, having taken into account the advice of Veda Capital, considers the terms of the Subscription Agreement, the Subscription and the Second Refreshed Mandate to be fair and reasonable so far as the Company and the independent Shareholders are concerned. Accordingly, the Independent Board Committee recommends that the independent Shareholders to vote in favour of the respective resolutions to be proposed at the SGM to approve (i) the Subscription and the Subscription Agreement; and (iii) the grant of the Second Refreshed Mandate. The text of the letter from the Independent Board Committee is set out on page 15 of this circular.

– 13 –

LETTER FROM THE BOARD

GENERAL

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (a) the information contained in this circular is accurate and complete in all material respects and not misleading; (b) there are no other matters the omission of which would make any statement in this circular misleading; and (c) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

ADDITIONAL INFORMATION

Your attention is drawn to (i) the letter from the Independent Board Committee set out on page 15 of this circular; (ii) the letter from Veda Capital to the Independent Board Committee and the independent Shareholders set out on pages 16 to 30 of this circular; and (iii) the general information of the Company set out on pages 31 to 35 of this circular.

Your faithfully, On behalf of the Board New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman

– 14 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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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)

5 February 2010

To the Independent Shareholders

Dear Sir/Madam,

SUBSCRIPTION AGREEMENT AND PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

We refer to the circular of the Company dated 5 February 2010 (the “Circular”) to the Shareholders, of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

We have been appointed by the Board as members to form the Independent Board Committee and to advise the independent Shareholders on whether (i) the terms of the Subscription Agreement and the Subscription; and (ii) the grant of the Second Refreshed Mandate are fair and reasonable so far as the independent Shareholders are concerned and in the interests of the Group and the Shareholders as a whole.

Veda Capital has been appointed to advise the Independent Board Committee and the independent Shareholders as to whether (i) the terms of the Subscription Agreement and the Subscription; and (ii) the grant of the Second Refreshed Mandate are fair and reasonable so far as the Independent Shareholders are concerned. Your attention is also drawn to the letter from the Board set out on pages 4 to 14 of the Circular and the letter of advice from Veda Capital as set out on pages 16 to 30 of the Circular.

Having considered, among other things, the factors and reasons considered by, and the opinion of Veda Capital as stated in its letter of advice, we consider that (i) the terms of the Subscription Agreement and the Subscription; and (ii) the grant of the Second Refreshed Mandate are fair and reasonable so far as the independent Shareholders are concerned and in the interests of the Group and the Shareholders as a whole.

Accordingly, we recommend the independent Shareholders to vote in favour of the ordinary resolutions in relation to (i) the terms of the Subscription Agreement and the Subscription; and (ii) the grant of the Second Refreshed Mandate to be proposed at the SGM.

Yours faithfully, On behalf of the Independent Board Committee of New Times Energy Corporation Limited Mr. Fung Chi Kin Mr. Fung Siu To, Clement Mr. Chiu Wai On Independent Independent Independent non-executive Director non-executive Director non-executive Director

• For identification purpose only

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LETTER FROM VEDA CAPITAL

The following is the full text of a letter of advice from Veda Capital setting out the advice to the Independent Board Committee and the independent Shareholders in respect of the Subscription and the grant of the Second Refreshed Mandate, which has been prepared for the purpose of inclusion in the Circular.

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Veda Capital Limited

Suite 1302, 13/F, Takshing House 20 Des Voeux Road Central Hong Kong

5 February 2010

To the Independent Board Committee, the Independent Shareholders for Subscription and the Independent Shareholders for Second Refreshed Mandate

Dear Sirs,

SUBSCRIPTION AGREEMENT AND PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE SHARES

INTRODUCTION

We refer to our appointment as the independent financial adviser to the Independent Board Committee, the Independent Shareholders for Subscription (as defined hereafter) and the Independent Shareholders for Second Refreshed Mandate (as defined hereafter) in relation to the Subscription Agreement and the grant of Second Refreshed Mandate, details of which are set out in the letter from the Board (the “ Board Letter ”) contained in this circular (the “ Circular ”) dated 5 February 2010 issued by the Company, of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.

On 18 January 2010, the Company entered into the Subscription Agreement with the Subscriber for the Subscription of the Subscription Shares for a consideration of approximately HK$100 million at the Subscription Price of HK$0.31 per Subscription Share. As the Subscriber is a company indirectly controlled by Dato’ Dr. Cheng Yu Tung, an uncle of Mr. Cheng Kam Chiu, Stewart, who is a Director and hence the Subscriber is a connected person of the Company (as defined under Chapter 14A of the Listing Rules). The Subscription is accordingly a connected transaction for the Company under Chapter 14A of the Listing Rules and is subject to the requirements of reporting, announcement and approval by Shareholders who has no material interest in the Subscription (i.e. all Shareholders excluding the Subscribers and its associates (the “ Independent Shareholders for Subscription ”)), under Chapter 14A of the Listing Rules.

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LETTER FROM VEDA CAPITAL

The Board also proposed for the grant of Second Refreshed Mandate for the Directors to allot and issue Shares not exceeding 20% of the share capital of the Company in issue as at the date of the SGM. Pursuant to Rule 13.36(4)(a) of the Listing Rules, the proposed grant of the Second Refreshed Mandate requires the approval of the Shareholders for Second Refreshed Mandate (as defined hereafter) at the SGM at which any of the controlling Shareholders and their associates, or where there are no controlling Shareholders, Directors (excluding independent non-executive Directors) and the chief executives and their respective associates shall abstain from voting in favour of the resolution approving the proposed grant of the Second Refreshed Mandate. As at the Latest Practicable Date, the Company has no controlling Shareholders and Mr. Cheng Ming Kit, being the executive Director, together with his associates are interested in 20,000 Shares, representing approximately 0.0003% of the issued share capital of the Company and Mr. Fung Siu To Clement, being the independent non-executive Director, together with his associates are interested in 600,000 Shares, representing approximately 0.01% of the issued share capital of the Company. Saved as disclosed above, none of the other Directors and their respective associates holds any Shares as at the Latest Practicable Date. Mr. Cheng Ming Kit and his associates are required to abstain from voting in favour of the resolution approving the Second Refreshed Mandate while Mr. Fung Siu To, Clement being the independent non-executive Director is not required to abstain from voting. Accordingly, the proposed grant of the Second Refreshed Mandate is subject to the approval by Shareholders excluding Mr. Cheng Ming Kit and his associates (the “ Shareholders for Second Refreshed Mandate ”) at the SGM.

The Independent Board Committee (comprising the independent non-executive Directors, namely Mr. Fung Chi Kin, Mr. Chiu Wai On and Mr. Fung Siu To, Clement who is interested in 600,000 Shares, representing 0.01% of the issued share capital of the Company as at the Latest Practicable Date) has been established to advise the Independent Shareholders for Subscription and the Independent Shareholders for Second Refreshed Mandate in respect of the Subscription and the grant of Second Refreshed Mandate respectively. Veda Capital has been appointed by the Company to advise the Independent Board Committee, the Independent Shareholders for Subscription and the Independent Shareholders for Second Refreshed Mandate as to (i) whether the terms and conditions of the Subscription Agreement are on normal commercial terms, and fair and reasonable so far as the Independent Shareholders for Subscription are concerned; (ii) whether the Subscription Agreement is in the interests of the Company and the Independent Shareholders for Subscription as a whole; (iii) whether the proposed grant of the Second Refreshed Mandate is fair and reasonable and in the interests of the Company and the Independent Shareholders for Second Refreshed Mandate as a whole; (iv) whether the Independent Shareholders for Subscription should vote in favour of the resolution to approve the Subscription Agreement; and (v) whether the Independent Shareholders for Second Refreshed Mandate should vote in favour of the resolution to approve the grant of Second Refreshed Mandate. The appointment of Veda Capital has been approved by the Independent Board Committee.

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LETTER FROM VEDA CAPITAL

BASIS OF OUR ADVICE

In formulating our opinion to the Independent Board Committee, the Independent Shareholders for Subscription and the Independent Shareholders for Second Refreshed Mandate, we have relied on the statements, information, opinions and representations contained in the Circular and the information and representations provided to us by the Company, Directors and management of the Company. We have no reason to believe that any information and representations relied on by us in forming our opinion is untrue, inaccurate or misleading, nor are we aware of any material facts the omission of which would render the information provided and the representations made to us untrue, inaccurate or misleading. We have assumed that all information, representations and opinions contained or referred to in the Circular, which have been provided by the Company, Directors and management of the Company and for which they are solely and wholly responsible, were true and accurate at the time they were made and continue to be true until the date of the SGM.

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, there are no other facts the omission of which would make any statement in the Circular misleading. We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent in-depth investigation into the business and affairs of the Company or its subsidiaries.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion and recommendations to the Independent Board Committee, the Independent Shareholders for Subscription and the Independent Shareholders for Second Refreshed Mandate, we have taken into consideration the following principal factors and reasons. Our conclusions are based on the results of all analyses taken as a whole.

A. HISTORICAL FINANCIAL PERFORMANCE OF THE GROUP

The principal activity of the Company is investment holding, and its subsidiaries are mainly engaged in natural resources trading, oil exploration and energy related business.

(i) Financial year ended 31 December 2008 versus financial year ended 31 December 2007

According to the annual report 2008 of the Company (“ AR 2008 ”), for the year ended 31 December 2008, the Group recorded turnover of approximately HK$33.02 million, representing a decrease of approximately 78.76% from that for the year ended 31 December 2007 of approximately HK$155.45 million (comprising turnover generated from continuing operation of approximately HK$154.26 million and discontinuing operations of approximately HK$1.19 million). As advised by the

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LETTER FROM VEDA CAPITAL

Company, the decrease in turnover was mainly due to the difficult business environment and the drop of the market price for copper as a result of the financial tsunami. The Group reported loss attributable to Shareholders of approximately HK$42.15 million, representing a decrease of approximately 29.44% from that for the year ended 31 December 2007 of approximately HK$59.74 million. As set out in AR 2008, the reduction in loss was mainly due to the decrease in (i) impairment for written down of inventory; (ii) provision for equity settled share-based payment expenses for options granted by the Company; and (iii) impairment for goodwill during the year 2008.

(ii) Six months ended 30 June 2009 versus six months ended 30 June 2008

According to the interim report 2009 of the Company (“ IR 2009 ”), for the six months ended 30 June 2009, the Group recorded turnover of approximately HK$4.31 million, representing a decrease of approximately 79.07% from that for the six months ended 30 June 2008 of approximately HK$20.59 million (comprising turnover generated from continuing operation of approximately HK$20.40 million and discontinuing operations of approximately HK$0.19 million). As advised by the Company, the decrease in turnover was mainly due to the slow recovery of the business environment with uncertain pace from the global financial crisis and volatility of non-ferrous metal price in the first half of 2009. The Group reported profit attributable to Shareholders of approximately HK$1.92 million for the six months ended 30 June 2009 and reported loss attributable to Shareholders of approximately HK$14.76 million for the six months ended 30 June 2008. As set out in IR 2009, the profit was mainly resulted from a non-cash income from the initial recognized at a fair value of promissory notes and share of profit from a jointly controlled entity.

B. THE SUBSCRIPTION AGREEMENT

Reasons for and use of proceeds from the Subscription

The Company intends to apply the net proceeds of the Subscription of approximately HK$99.9 million for general working capital purpose and for financing future investment opportunities which are expected to improve the profitability and/or broaden the revenue streams of the Group, including (i) financing the exploration of the two concessions, conducting test drillings and fulfillment of capital commitment in respect of the Acquisition, which the Company estimates that such amount represents approximately 75% of the net proceeds of the Subscription; and (ii) financing the Possible Acquisition (as defined hereafter), which the Company estimates that such amount represents approximately 25% of the net proceeds of the Subscription and the Company intends to use such net proceeds for future investment opportunities in case the Possible Acquisition (as defined hereafter) does not proceed. The Directors believe that the Subscription can provide an opportunity to strengthen the capital base of the Group and the financial position of the Group’s future business developments. The Directors consider the terms of the Subscription Agreement and the Subscription to be fair and reasonable and are in the best interests of the Company and its Shareholders as a whole.

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LETTER FROM VEDA CAPITAL

We noted from the Company’s circular dated 20 February 2009 (the “ Acquisition Circular ”) that the Company had entered into an acquisition to acquire the entire issued share capital of Jade Honest Limited (the “ Acquisition ”) and the Acquisition was completed on 4 May 2009. Details of the Acquisition have been set out in the Acquisition Circular. As disclosed in the Acquisition Circular, the Group was obligated to pay the investment commitment of US$48.99 million (equivalent to approximately HK$382.12 million) for the exploration work in two concessions granted by the Government of Argentina and the annual fee of approximately HK$2.1 million for the exploration permits of the two concessions to the government of Salta Province of Argentina for the initial 4-year period. The estimated funds required by the Group for the two years following the date of the Acquisition Circular were approximately US$52 million (equivalent to approximately HK$405.6 million) for the exploration of the two concessions, conducting test drillings and fulfillment of the above-mentioned capital commitments in respect of the Acquisition.

As set out in the Company’s announcement dated 8 December 2009 (the “ MOU Announcement ”) that a wholly owned subsidiary of the Company entered into a memorandum of understanding (the “ MOU ”) to acquired 90% equity interest of a company, of which the principal assets are primarily comprised with three producing gold mines with certain gold mining licences which are located within the rich gold mineralisation shear zones in Qinglong Manchu Autonomous County, Hebei Province, the PRC (the “ Possible Acquisition ”). As set out in the MOU Announcement, pursuant to the MOU, the consideration for the Possible Acquisition is initially agreed at HK$630 million. The consideration for the Proposed Acquisition shall be satisfied by the payment of cash and the allotment and issue of new Shares by the Company (the final settlement terms regarding the consideration for the Possible Acquisition will be subject to the terms set out in the formal agreement) and the purchaser shall use its best endeavour to procure the Company, within five Business Days upon execution of the MOU, to pay to the Vendor a sum of HK$30 million as the refundable deposit for the Possible Acquisition.

We noted from IR 2009 that the Group’s strategy is to focus on its business development not only on oil exploration and exploitation but also on businesses in other natural resources such as coal, non-ferrous and precious metal. The Group will keep on developing more new businesses in natural resources so as to capture new opportunities with potential in bringing strong returns to the Shareholders in the long run.

According to IR 2009, the Group has recorded cash and cash equivalents of approximately HK$80.32 million as at 30 June 2009. We noted from the Company’s announcement dated 3 November 2009, the Company has entered into a placing agreement on 3 November 2009, pursuant to which the placing agent agreed to place, on a best effort basis, the convertible notes up to an aggregate principal amount of HK$124 million (the “ CB Placing ”). As advised by the Company, the net proceeds raised from the CB Placing amounted to approximately HK$117.7 million, of which approximately HK$21 million has been used for the up-front payment of

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LETTER FROM VEDA CAPITAL

the Acquisition and the remaining proceeds of approximately HK$96.7 million is intended to be used for the exploration of the two concessions, conducting test drillings and fulfillment of the capital commitments in respect of the Acquisition. We also noted from the Company’s announcement dated 19 January 2010 (the “ Announcement ”) in respect to, among others, the Subscription and the placing of new shares (the “ Share Placing ”), the net proceeds of the Share Placing amounted to approximately HK$221.36 million and the Company intends to apply such net proceeds for general working capital purpose and for financing future investment opportunities which are expected to improve the profitability and/or broaden the revenue streams of the Group, including (i) financing the exploration of the two concessions, conducting test drillings and fulfillment of capital commitment in respect of the Acquisition; and (ii) financing the Possible Acquisition.

Having considered (i) the Subscription would enlarge the capital base of the Company; (ii) the potential funding required for the Acquisition and the Possible Acquisition; and (iii) the business development strategy of the Company as set out in IR 2009, we concur with the Directors that the Subscription Agreement is in the interest of the Company and the Independent Shareholders for Subscription as a whole.

Conditions

The Subscription is conditional upon the following:

• (i) the passing of the relevant resolution approving the Subscription Agreement and the transaction contemplated thereunder by the Independent Shareholders for Subscription at the SGM in accordance with the requirements of the Listing Rules; and

• (ii) the granting of the listing of, and the permission to deal in, the Subscription Shares by the Listing Committee of the Stock Exchange (and such listing and permission not subsequently being revoked prior to the allotment and issue of the Subscription Shares).

If the conditions are not fulfilled within 30 days after the date of signing of the Subscription Agreement (or such other date as the Subscriber and the Company may agree), the Subscription Agreement will terminate.

Given the above conditions are for compliance of the relevant provisions of the Listing Rules, we concur with the Directors that the conditions of the Subscription Agreement are in normal commercial terms and fair and reasonable.

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LETTER FROM VEDA CAPITAL

Subscription Price

The Subscription Price of HK$0.31 per Subscription Share represents:

• (i) a discount of approximately 10.1% to the closing price of HK$0.345 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (ii) a discount of approximately 12.7% to the average closing price of HK$0.355 per Share as quoted on the Stock Exchange for the last 5 trading days up to and including the Last Trading Day; and

• (iii) a discount of approximately 12.3% to the average closing price of HK$0.3535 per Share as quoted on the Stock Exchange for the last 10 trading days up to and including the Last Trading Day,

As set out in the Board Letter, the Subscription Price is determined basing on the arm’s length negotiations between the Company and the Subscriber with reference to the market conditions and taking into account the recent trading price of the Shares.

Historical Share Price Performance

We have reviewed the movements in trading prices of the Shares during the period from 15 January 2009 (being the 12 calendar months period prior to the Last Trading Day) to the Latest Practicable Date (the ” Review Period ”). The closing prices of the Shares during the Review Period are set out below:

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----- Start of picture text -----

0.8
0.7 Subscription Price = HK$0.31
0.6
0.5
0.4
0.3
0.2
0.1
0
Closing Price (HK$)
15/1/2009 15/2/2009 15/3/2009 15/4/2009 15/5/2009 15/6/2009 15/7/2009 15/8/2009 15/9/2009 15/10/2009 15/11/2009 15/12/2009 15/1/2010
----- End of picture text -----

Note: Trading of Shares was suspended on 3 November 2009, 18 January 2010 and 19 January 2010 during the Review Period.

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LETTER FROM VEDA CAPITAL

As shown in the above chart, the closing prices of the Shares ranged from the lowest of HK$0.305 on 5 October 2009 to the highest of HK$0.69 on 15 June 2009 during the Review Period. As can be seen from the above chart, the closing prices of the Shares had been on a decreasing trend from the second quarter of 2009 to the third quarter of 2009. Thereafter, the closing prices fluctuated between HK$0.305 to HK$0.385. The Subscription Price of HK$0.31 represents a discount of approximately 3.13% to the closing price of HK$0.32 per Share on the Latest Practicable Date.

Comparison with other subscription of new shares

In assessing the fairness of the Subscription Price, we consider comparison with placing/subscription of ordinary shares of other companies listed on the Stock Exchange to provide a more general reference for the Subscription Price. To the best of our knowledge, we have identified 26 placing/subscription of ordinary shares (the “ Comparables ”) conducted by companies that are listed on the Main Board or the Growth Enterprise Market of the Stock Exchange, which announced their respective placings/subscriptions from 18 November 2009 up to and including 18 January 2010, being the date of the Subscription Agreement, for reference. As the terms of the Comparables are determined under similar market conditions and sentiments as the Subscription, we believe that the Comparables may reflect the recent trend of subscription transaction in the market and consider the Comparables are fair and representative samples. Details of the Comparables are summarized in the following table:

					Premium/(discount)
					of the subscription
			Premium/(discount)		price over/(to) the
			of the subscription		average closing
			price over/(to) the		price on the last 5
			closing price on last		consecutive trading
			trading day prior to		days prior to the
		Amount being		the relevant	relevant
Date of announcement	Company name (Stock code)	raise		announcements	announcements
		(HK$ million)		(%)	(%)
18.01.2010	Kiu Hung Energy Holdings Limited (381)	61.02		(17.32)	(19.86)
18.01.2010	Bio-Dynamic Group Limited (039)	41.20		(12.09)	(12.28)
15.01.2010	Asia Energy Logistics Group Limited (351)	238.50		(19.70)	(16.93)
15.01.2010	Loudong General Nice Resources (China)	251.00		(7.41)	(6.83)
	Holdings Limited (988)
14.01.2010	TCC International Holdings Limited (1136)	846.70		(11.53)	(11.58)
13.01.2010	China Precious Metal Resources Holdings	174.60		(17.45)	(19.10)
	Co., Ltd. (1194)
11.01.2010	Sau San Tong Holdings Limited (8200)	3.80		(16.67)	(13.04)
06.01.2010	China Nonferrous Metals Company	56.59		(15.00)	(6.63)
	Limited (8306)

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LETTER FROM VEDA CAPITAL

				Premium/(discount)
				of the subscription
			Premium/(discount)	price over/(to) the
			of the subscription	average closing
			price over/(to) the	price on the last 5
			closing price on last	consecutive trading
			trading day prior to	days prior to the
		Amount being	the relevant	relevant
Date of announcement	Company name (Stock code)	raise	announcements	announcements
		(HK$ million)	(%)	(%)
30.12.2009	The Bank of East Asia, Limited (23)	5,113.39	(2.12)	(0.62)
03.12.2009	China Leason Investment Group Co.,	17.13	(19.77)	(1.15)
	Limited (8270)
30.12.2009	Hong Long Holdings Limited (1383)	23.75	(4.04)	(2.06)
24.12.2009	Sino-Ocean Land Holdings Limited (3377)	5,819.00	(8.38)	(6.60)
21.12.2009	Victory City International Holdings	47.25	(9.40)	(16.15)
	Limited (539)
18.12.2009	Wang Sing International Holdings Group	23.00	12.20	9.50
	Limited (2389)(Note)
18.12.2009	Global Resources Development (Holding)	104.30	(7.11)	(6.63)
	Limited (8116)
17.12.2009	Minmetals Land Limited (230)	1,053.50	(13.12)	(15.52)
13.12.2009	Co-Prosperity Holdings Limited (707)	38.79	(19.60)	(19.44)
11.12.2009	Kiu Hung Energy Holdings Limited (381)	41.50	(17.00)	(19.88)
10.12.2009	TSC Offshore Group Limited (206)	227.70	(11.23)	(12.15)
01.12.2009	China Precious Metal Resources Holdings	35.10	(13.33)	(7.93)
	Co., Ltd. (1194)
01.12.2009	Far East Golden Resources Group Limited	53.00	(11.67)	(10.16)
(Supplemental	(1188)
agreement on
02.12.2009)
01.12.2009	CNPC (Hong Kong) Limited (0135)	3,721.50	(5.05)	(5.29)
01.12.2009	New Ocean Energy Holdings Limited (342)	192.50	(15.25)	(11.66)
24.11.2009	GCL-Poly Energy Holdings Limited (3800)	5,563.61	(22.51)	(16.74)
18.11.2009	Singamas Container Holdings Limited (716)	390.00	(14.47)	(16.13)
18.11.2009	China Daye Non-Ferrous Metals Mining	281.60	(18.99)	(19.19)
	Limited (661)
	Maximum discount		(22.51)	(19.88)
	Minimum discount		(2.12)	(0.62)
	Mean		(13.21)	(11.74)
	Subscription	100.00	(10.10)	(12.70)

Source: Website of the Stock Exchange (www.hkex.com.hk)

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LETTER FROM VEDA CAPITAL

Note: For the purpose of assessing the fairness on the discount represented by the Subscription Price to the closing price of the Share on the Last Trading Day and to the to the average closing price for the five consecutive trading days up to and including the Last Trading Day, we will only consider Comparables which have their subscription/placing prices represented discounts to the closing prices of the shares on the last trading day prior to the publication of the relevant announcements and to the average closing price for the five consecutive trading days prior to the publication of the relevant announcements for our analysis. Hence, this comparable which has its subscription price represented a premium to the closing price of the Share on the last trading day prior to the publication of the relevant announcement and to the average closing price for the five consecutive trading days prior to the publication of the relevant announcement was excluded from the analysis.

As shown in the above table, the discount represented by the subscription prices to the closing prices of shares of the Comparables on the last trading days prior to the release of the respective announcements ranged from discount of approximately 2.12% to approximately 22.51% (the “ LTD Market Range ”). The discount of approximately 10.10% as represented by the Subscription Price to the closing price of the Shares on the Last Trading Day falls within the LTD Market Range.

The discount represented by the subscription prices to the average closing prices for the five consecutive trading days immediately before the date of relevant announcements of the Comparables ranged from discount of approximately 0.62% to approximately 19.88% (the “ 5-Day Market Range ”). The discount of approximately 12.70% as represented by the Subscription Price to the average closing prices for the five consecutive trading days up to and including the Last Trading Day falls within the 5-Day Market Range.

In addition, we noted from the Announcement, the placing price per Share under the Share Placing is equivalent to the Subscription Price per Share and to the Directors’ best knowledge, information and belief and having made all reasonable enquiries, the placees (and their respective ultimate beneficial owners) under the Share Placing are independent of and not connected with the directors, chief executive or the substantial shareholders of the Company or any of its subsidiaries and their respective associates or parties acting in concert with any of them (as those terms are defined in the Listing Rules or Takeovers Code (as the case may be)).

In this regard, we are of the view that the Subscription Price is fair and reasonable and in the interest of the Company and the Independent Shareholders for Subscription as a whole.

Possible financial effects

(i) Working capital

Upon completion of the Subscription, the Group’s working capital is expected to be improved by approximately HK$99.9 million as a result of the cash inflow from the net proceeds from the Subscription.

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LETTER FROM VEDA CAPITAL

(ii) Net asset value

The unaudited consolidated net asset value of the Group was approximately HK$2,288.17 million as at 30 June 2009. Upon the issue of the Subscription Shares, the Group’s capital base is expected to be strengthened by the net proceeds of approximately HK$99.9 million.

Having considered the enhancement on the working capital and the net assets of the Group upon completion of the Subscription, we consider that the Subscription Agreement is fair and reasonable so far as the Company and the Independent Shareholders for Subscription are concerned.

Potential Dilution

Based on the shareholding structure of the Company as set out in the Board Letter, as at the Latest Practicable Date, 6,041,208,740 Shares were held by the Independent Shareholders for Subscription, representing approximately 93.80% of the issued share capital of the Company. The shareholding of the existing Independent Shareholders for Subscription will decrease to approximately 89.32% upon completion of the Subscription.

Having considered that:

• (i) the Subscription would enlarge the capital base of the Company;

• (ii) the potential funding required for the Acquisition and the Possible Acquisition;

• (iii) the business development strategy of the Company as set out in IR 2009;

• (iv) the conditions of the Subscription Agreement are in normal commercial terms and fair and reasonable to the Company and the Independent Shareholders for Subscription;

• (v) the discount represented by the Subscription Price to the closing price of the Shares on the Last Trading Day falls within the LTD Market Range;

• (vi) the discount represented by the Subscription Price to the average closing price for the five consecutive trading days up to and including the Last Trading Day falls within the 5-Day Market Range;

• (vii) the Subscription Price is equivalent to the placing price under the Share Placing; and

• (viii) the enhancement on the working capital and net assets of the Group,

we consider the dilution effects is acceptable.

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LETTER FROM VEDA CAPITAL

Recommendation

Taking into consideration of the above mentioned principal factors and reasons, we consider that the terms of the Subscription Agreement are fair and reasonable so far as the Company and the Independent Shareholders for Subscription are concerned and the Subscription Agreement is in the interests of the Company and the Independent Shareholders for Subscription as a whole. We also consider that the terms of the Subscription Agreement were entered into upon normal commercial terms. Accordingly, we recommend the Independent Shareholders for Subscription, as well as the Independent Board Committee to advise the Independent Shareholders for Subscription, to vote in favour of the resolution to be proposed at the SGM to approve the Subscription Agreement.

C. REFRESHMENT OF GENERAL MANDATE TO ISSUE NEW SHARES

Background and Reasons for the Second Refreshed Mandate

As set out in the Board Letter, at the AGM, the Shareholders approved, among other things, an ordinary resolution to grant to the Directors the Issue Mandate to issue, allot and deal with up to 403,250,456 new Shares. As mentioned above, on 3 November 2009, the Company entered into the placing agreement in respect of the CB Placing and net proceeds amounting to approximately HK$117.7 million was obtained by the Company from the CB Placing. As advised by the Company, as at the Latest Practicable Date, part of the net proceeds from the CB Placing, amounting to approximately HK$21 million has been used for the up-front payment of the Acquisition and the remaining proceeds of approximately HK$96.7 million is intended to be used for the exploration of the two concessions, conducting test drillings and fulfillment of the capital commitments in respect of the Acquisition. The Issue Mandate would have been almost utilized for the issuance and allotment of the new Shares upon conversion of all the Convertible Notes.

At the special general meeting of the Company held on 11 December 2009, the First Refreshed Mandate was approved, whereby the Directors were authorized to issue, allot and deal with up to 1,102,000,454 new Shares. As set out in the Announcement, the Company has entered into a placing agreement in respect of the Share Placing of 743,100,000 new Shares on 19 January 2010 and the Company intends to apply the net proceeds of approximately HK$221.36 million for general working capital purpose and for financing future investment opportunities which are expected to improve the profitability and/or broaden the revenue streams of the Group, including (i) financing the exploration of the two concessions, conducting test drillings and fulfillment of capital commitment in respect of the Acquisition; and (ii) financing the Possible Acquisition. As advised by the Company, the Share Placing was completed on 1 February 2010 and approximately 67.43% of the First Refreshed Mandate was utilized.

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LETTER FROM VEDA CAPITAL

As advised by the Company, in order to provide a flexible means for the Company to raise further funds for the Company’s future business development, the Board proposes to grant the Second Refreshed Mandate. As at the Latest Practicable Date, the Company has 6,440,602,270 Shares in issue. Assuming that no further Shares will be issued or repurchased by the Company during the period between the Latest Practicable Date and the date of the SGM, subject to the passing of the resolution to approve the grant of the Second Refreshed Mandate at the SGM, the Directors will be authorised to allot and issue up to 1,288,120,454 Shares under the Second Refreshed Mandate.

As set out in the Board Letter, although the Directors have no present intention to exercise the Second Refreshed Mandate to allot Shares, as disclosed in the MOU Announcement, the Company has been actively looking for suitable investment opportunities in natural resources related business and therefore may require additional funding. These opportunities may or may not involve the issue of new Shares. Although the Company has not entered into any solid negotiation regarding any investment opportunities, the Board believes that the refreshment of the existing issue mandate is in the best interests of the Company and the Shareholders as a whole by virtue of maintaining financial flexibility for the Group’s future business development. The Board also considers equity financing to be an important avenue of resources to the Group since it does not create any interest paying obligations on the Group. In appropriate circumstances, the Group will also consider other financing methods such as debt financing or internal cash resources to fund its future business development. While the Board considers that there is no immediate funding need for the Group’s current operations by using the Second Refreshed Mandate and that there is currently no concrete proposal presented by potential investors for investment in the Shares, the Board proposed to refresh the general mandate for the Directors to issue and allot Shares not exceeding 20% of the issued share capital of the Company as at the date of the SGM such that should future funding needs arise or attractive terms for investment in the Shares become available from potential investors, the Board will be able to respond to the market promptly. Accordingly, the Directors consider that the approval of the grant of the Second Refreshed Mandate is in the best interests of the Company and the Shareholders as a whole.

Having considered that the Second Refreshed Mandate would (i) provide the Group with financial flexibility to raise equity capital for the Company in a timely manner for potential investments in the future as and when such opportunities arise; and (ii) strengthen the capital base and financial position of the Company given the potential funding requirement under the Acquisition and the Possible Acquisition, we concur with the Directors that the proposed grant of the Second Refreshed Mandate would provide the Company with the necessary financial flexibility to fulfill any possible funding needs for future business development and/or investment decisions, and is in the interests of the Company and the Independent Shareholders for Second Refreshed Mandate as a whole.

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LETTER FROM VEDA CAPITAL

Other financing alternatives

As debt financing may incur interest burden to the Group, equity financing such as issuance of new Shares for cash or equity swaps may be an appropriate mean to provide funding for the future investment and/or development of the Group, given the Group’s financial position, capital structure, cost of funding and the then financial market condition. Other financing methods such as debt financing or internal cash resources to fund future business development of the Company shall be taken into consideration in appropriate circumstances.

We consider that the grant of the Second Refreshed Mandate will provide the Company with an additional alternative and it is reasonable for the Company to have the flexibility in deciding the financing methods for its future investment and/or development, including equity issuance. As such, we are of the view that the grant of the Second Refreshed Mandate is in the interests of the Company and the Independent Shareholders for Second Refreshed Mandate as a whole.

Potential dilution effect on the shareholding structure

The table below sets out the shareholding structure of the Company as at the Latest Practicable Date and, for illustrative purpose, the potential dilution effect on the shareholdings of Independent Shareholders for Second Refreshed Mandate upon full utilisation of the Second Refreshed Mandate, assuming no further Shares will be issued or repurchased by the Company during the period between the Latest Practicable Date and the date of the SGM:

Mr. Cheng Ming Kit_(Note)_ Independent Shareholders for Second Refreshed Mandate Additional Shareholders upon full utilization of the Second Refreshed Mandate Total	As at the Latest Practicable Date Number of Shares % 20,000 0.0003 6,440,582,270 99.9997 – – 6,440,602,270 100	Immediately upon full utilisation of the Second Refreshed Mandate Number of Shares % 20,000 0.0003 6,440,582,270 83.3330 1,288,120,454 16.6667 7,728,722,724 100	Immediately upon full utilisation of the Second Refreshed Mandate Number of Shares % 20,000 0.0003 6,440,582,270 83.3330 1,288,120,454 16.6667 7,728,722,724 100
			100

Note: Executive Director

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LETTER FROM VEDA CAPITAL

As illustrated in the table above, the aggregate shareholding of the Independent Shareholders for Second Refreshed Mandate will decrease from approximately 99.99% as at the Latest Practicable Date to approximately 83.33% upon full utilisation of the Second Refreshed Mandate. Taking into account that the Second Refreshed Mandate (i) will provide an alternative to increase the amount of capital which may be raised under the Second Refreshed Mandate; (ii) provides more options of financing to the Group for further development of its business as well as in other potential future investment and/or acquisitions as and when such opportunities arise; and (iii) the fact that the shareholdings of all Shareholders will be diluted proportionately to their respective shareholding upon any utilization of the Second Refreshed Mandate, we consider such dilution or potential dilution to shareholdings of the Independent Shareholders for Second Refreshed Mandate to be justifiable.

Recommendation

Having considered the factors and reasons as stated above, we are of the view that the proposed grant of the Second Refreshed Mandate is in the interests of the Company and Independent Shareholders for Second Refreshed Mandate as a whole, and is fair and reasonable. Accordingly, we recommend the Independent Shareholders for Second Refreshed Mandate and advise the Independent Board Committee to recommend the Independent Shareholders for Second Refreshed Mandate to vote in favour of the resolution in relation to the Second Refreshed Mandate to be proposed at the SGM. Independent Shareholders for Second Refreshed Mandate are however advised to take note of the possible dilution effect on their shareholding interests in the Company when and if the Second Refreshed Mandate is utilised.

Yours faithfully, For and on behalf of Veda Capital Limited Hans Wong Julisa Fong Managing Director Executive Director

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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 set out at Appendix 10 of the Listing Rules (“Model Code”) 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	total issued
Name of Directors	interest	shares	interests	share capital
Mr. Fung Siu To, Clement	Personal (i)	600,000	600,000	0.01%
Mr. Cheng Ming Kit	Personal (i)	20,000	20,000	0.0003%

Note:

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

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APPENDIX

GENERAL INFORMATION

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.

(b) 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:

				Percentage of
		Capacity	Number of	the Company’s
		and Nature	ordinary	issued share
Name of Shareholders	Notes	of Interest	share held	capital
Max Sun Enterprises Limited	(i)	Beneficially	370,023,530	5.74%
		owned
Chow Tai Fook Nominees	(ii)	Interest in a	370,023,530	5.74%
Limited		controlled
		corporation
Pride City Holdings Limited	(iii)	Beneficiary	695,187,500	10.79%
		owner

Notes:

• (i) Max Sun Enterprises Limited 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) The total number of 695,187,500 underlying shares (may be converted into ordinary shares of the Company upon exercise conversion right under convertible notes for the principal amount of HK$222,460,000 at HK$0.32 per share) were held by Pride City Holdings Limited, which is 50% owned by Ms. Wu Yan Mei and 50% owned by Ms.Wu Qiong.

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APPENDIX

GENERAL INFORMATION

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.

(C) Substantial Shareholders in other members of the Group

As at the Latest Practicable Date, so far as is known to the Directors or chief executives of the Company and save as otherwise disclosed in this circular, there is no person (other than a Director or chief executive of the Company or his controlled corporations or a member of the Group) who were 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 member of the Group.

3. LITIGATION

As at the Latest Practicable Date, the Company applied for interpleader relief from the High Court of Hong Kong (the “Court”) for the purpose of seeking an order or direction from the Court regarding the allotment and issue of the second tranche and third tranche consideration shares for the acquisition of entire share capital of Jade Honest Limited. The interpleader applications are solely for the purpose of applying to Court for a determination of whether the vendors (on the one hand) or the nominee (on the other) under the Acquisition is entitled to be allotted and issued the second tranche Consideration Shares, and that neither the vendors nor the nominee has instituted any proceedings against the Company in respect of these Shares. Save as disclosed above, 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. MATERIAL CHANGES

The Directors confirm that there was no material adverse change in the financial or trading position of the Company since 31 December 2008, being the date to which the latest published audited financial statements of the Company were made up.

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APPENDIX

GENERAL INFORMATION

6. 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 2008 (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.

7. EXPERT’S QUALIFICATION AND CONSENT

• (a) The following sets out the qualifications of the expert which has given its opinion or advice as contained in this circular:

Name Qualifications

• Veda Capital a licensed corporation to carry out type 6 (advising on Limited corporate finance) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• (b) Veda Capital does not have any shareholding, direct or indirect, in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

• (c) Veda Capital does not have any interest, direct or indirect, in any assets which have been acquired or disposed of by or leased to any member of the Group, or which are proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2008, the date to which the latest published audited financial statements of the Company were made up.

• (d) Veda Capital has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and references to its name in the form and context in which they are included.

• (e) The letter and recommendation given by Veda Capital are given as of the date of this circular for incorporation herein.

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APPENDIX

GENERAL INFORMATION

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the principal place of business of the Company in Hong Kong during normal business hours from the date of this circular up to and including the date of SGM:

• (a) the Subscription Agreement;

• (b) the letter from Veda Capital, the text of which is set out on pages 16 to 30 of this circular; and

• (c) the written consents referred to in paragraph 7 and headed “Expert’s Qualification and Consent” of this appendix.

– 35 –

NOTICE OF THE 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 IS HEREBY GIVEN THAT a special general meeting (the “Meeting”) of New Times Energy Corporation Limited (the “Company”) will be held at Unit 103, 1/F, Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong on Wednesday, 24 February 2010, at 3:00 p.m. for the purposes of considering and, if thought fit, passing (with or without modification) the following ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT

2. (i) the execution of the subscription agreement dated 18 January 2010 between the Company and Max Sun Enterprises Limited (“Subscription Agreement”) be and is hereby confirmed, approved and ratified;

3. (ii) the directors of the Company be and are hereby authorized to exercise all the powers of the Company and take all steps as might in their opinion be desirable or necessary in connection with the Subscription Agreement including without limitation:

   • (a) the issue and allotment of Shares pursuant to the Subscription Agreement;

   • (b) the execution, amendment, supplement, delivery, submission and implementation of any further documents or agreements in relation to the issue and allotment of Shares pursuant to the Subscription Agreement; and

   • (c) the taking of actions to implement the transactions contemplated under the Subscription Agreement.”

* For identification purpose only

– 36 –

NOTICE OF THE SGM

1. “ THAT , to the extent not already exercised, the mandate to issue and allot shares of the Company given to the directors (the “Directors”) of the Company at the special general meeting of the Company held on 11 December 2009 be and is hereby revoked and replaced by the mandate THAT :

2. (a) subject to paragraph (c) of this Resolution and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the general mandate be granted to the Directors to exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares of the Company (the “Shares”) or securities convertible into Shares, options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers, be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period (as defined below) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) any Share Option Scheme (as hereinafter defined) of the Company; (iii) the exercise of rights of conversion under the terms of any securities which are convertible into shares of the Company or warrants to subscribe for shares of the Company; or (iv) any scrip dividend or other similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company pursuant to the bye-laws of the Company, shall not exceed 20% of the issued share capital of the Company as at the date of passing of this resolution and the approval in paragraph (a) of this resolution shall be limited accordingly; and

5. (d) for the purpose of this resolution, “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

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

   • (ii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the Shareholders of the Company in general meeting; and

– 37 –

NOTICE OF THE SGM

(iii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held.

“ Rights Issue ” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange applicable to the Company); and

“ Share Option Scheme ” means a share option scheme or similar arrangement for the time being, as varied from time to time, adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible person of shares or rights to acquire shares of the Company.”

Your faithfully, On behalf of the Board New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman

Hong Kong, 5 February 2010

Registered Office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head Office and Principal Place of Business: Unit 1007–08, 10th Floor New World Tower I 18 Queen’s Road Central Hong Kong

– 38 –

NOTICE OF THE SGM

Notes:

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

2. Where there are joint registered holders of any Share, any one such 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 Company’s branch share registrars, 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.

– 39 –