GoFintech Quantum Innovation Limited - Proxy Solicitation & Information Statement 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisor.

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

The 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)

(1) PROPOSED CANCELLATION OF SHARE OPTIONS GRANTED AND GRANT OF REPLACEMENT SHARE OPTIONS;
(2) REFRESHMENT OF SHARE OPTION SCHEME LIMIT;
(3) REFRESHMENT OF EXISTING GENERAL MANDATE;

AND

(4) NOTICE OF SPECIAL GENERAL MEETING

Financial Adviser to the Company

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Independent Financial Advisor to the Independent Board Committee and the Independent Shareholders

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A letter from the board of directors of the Company is set out on pages 6 to 19 of this circular. A letter from the independent board committee of the Company is set out on page 20 of this circular. A letter from Donvex Capital Limited, the independent financial adviser of the Company, containing its advice to the independent board committee and the independent shareholders of the Company is set out on pages 21 to 28 of this circular.

A notice convening the special general meeting of the Company (the ‘‘SGM’’) to be convened and held at 3/F Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Wednesday, 29 August 2012 at 11:00 a.m. is set out on pages 29 to 32 of this circular. A form of proxy for the SGM is enclosed with this circular. Whether or not you intend to attend the SGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26/F Tesbury Centre, 28 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

For identification purposes only

14 August 2012

			Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from	the	Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Letter from	the	Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
Letter from	Donvex Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		21
Notice of SGM		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29

– i –

DEFINITIONS

Terms or expressions used in this circular shall, unless the context otherwise requires, have the meanings ascribed to them below:

‘‘Acquisition Agreement’’
the agreement dated 15 May 2012 entered into between the Company, the Purchaser, the Vendor, the Target Company A and the Target Company B in respect of the acquisition of the New Sales Interests by the Purchaser from the Vendor as amended and/or supplemented from time to time
‘‘AGM’’
the annual general meeting of the Company held on 14 May 2012
‘‘Announcement’’ the announcement of the Company dated 24 July 2012 in relation to the proposed adjustment of exercise price of the Share Options Granted and the Refreshment of Option Scheme Limit
‘‘associate(s)’’ has the meaning ascribed there to under the Listing Rules
‘‘Board’’ the board of Directors
‘‘Capital Reduction’’
the reduction of the nominal value of the consolidated shares from HK$2.00 each to HK$0.50 by cancelling the paid up capital to the extent of HK$1.50 on each of the issued consolidated shares of HK$2.00 each, which was effective on 21 November 2011
‘‘Company’’ New Times Energy Corporation Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the main board of the Stock Exchange
‘‘Completion’’ any of Completion A or, Completion B or, Completion C or, Completion D, as the case may be and as the context requires
‘‘Completion A’’ the completion of the sale and purchase of New Sale Interest A
‘‘Completion B’’ the completion of the sale and purchase of New Sale Interest B
‘‘Completion C’’ the completion of the sale and purchase of New Sale Interest C
‘‘Completion D’’ the completion of the sale and purchase of New Sale Interest D

– 1 –

DEFINITIONS

‘‘Convertible Notes’’
‘‘Directors’’
‘‘Eligible Consultant’’
‘‘Eligible Employee’’
‘‘Eligible Participants’’

the convertible notes in the aggregate principal amount of HK$81,000,000 to be issued by the Company in favour of the Vendor and/or its nominee(s)

the directors of the Company from time to time

any agent or consultant of any member of the Group that provides research, development, technological support or their services to the Group or any Invested Entity
any employee (whether full time or part time employee, including any executive Directors but not any non-executive Director and independent non-executive Director) of the Company, its subsidiaries and any Invested Entity

any person belonging to any of the following classes of participants:

(a) any Eligible Employee;
(b) any non-executive director (including independent nonexecutive Directors) of the Company, any of the Company’s subsidiaries or any Invested Entity;
(c) any supplier of goods or services to any member of the Group or any Invested Entity;
(d) any customer of the Group or any Invested Entity;
(e) any Eligible Consultant; and
(f) any shareholder or any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity
‘‘Existing General Mandate’’
‘‘Group’’
‘‘HK$’’
‘‘Hong Kong’’
the general mandate granted to the Directors by the Shareholders at the AGM to allot, issue and deal with up to 108,892,417 Shares, representing 20% of the total issued share capital of the Company as at the date of the AGM

the Company and its subsidiaries from time to time

Hong Kong dollars, the lawful currency of Hong Kong

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

– 2 –

DEFINITIONS

‘‘Independent Board an independent board committee of the Company Committee’’ comprising three independent non-executive Directors, namely Mr. Fung Siu To, Clement, Mr. Chan Chi Yuen and Mr. Chiu Wai On to advise the Independent Shareholders in relation the Refreshment of Existing General Mandate
‘‘Independent Financial Adviser’’ or ‘‘Donvex Capital’’
Donvex Capital Limited, a licensed corporation to carry out Type 6 (advising on corporate finance) regulated activities as defined under the Securities and Futures Ordinance and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to Refreshment of Existing General Mandate
‘‘Independent Shareholders’’
any Shareholders other than the controlling Shareholders and their respective associates or, if there is no controlling Shareholders, the Directors (excluding independent nonexecutive Directors) and the chief executive of the Company and their respective associates
‘‘Invested Entity’’ any entity in which any member of the Group holds any equity interest
‘‘Issue Mandate’’
the new mandate proposed to be sought at the SGM to authorise the Directors to allot, issue and deal with new Shares not exceeding 20% of the total issued share capital of the Company as at the date of the SGM
‘‘Latest Practicable Date’’
13 August 2012, 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
‘‘New Exercise Price’’ the proposed new exercise price of each Replacement Share Option of HK$1.10
‘‘New Sale Interests’’
collectively New Sale Interest A, New Sale Interest B, New Sale Interest C and New Sale Interest D
‘‘New Sale Interests A’’
29.4% interests in the rights in the Valle de Lerma Concession in the province of Salta
‘‘New Sale Interests B’’ 35% potential interests in the rights in the San Salvador Concession in the province of Jujuy
‘‘New Sale Interests C’’
35% potential interests in the rights in the Libertador Concession in the province of Jujuy

– 3 –

DEFINITIONS

‘‘New Sale Interests D’’
35% potential interests in the rights in the Selva Maria Concession in the province of Formosa
‘‘Option Scheme Limit’’
the maximum number of Shares which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme, which initially shall not in aggregate exceed 10% of the Shares in issue as at the date of adoption of the Share Option Scheme and thereafter, if refreshed, shall not exceed 10% of the Shares in issue as at the date of approval of the Refreshment of Option Scheme Limit
‘‘Original Exercise Price’’ the original exercise price of each Share Option Granted of HK$2.20
‘‘Purchaser’’
Total Belief Limited, a company incorporated in the BVI with limited liability and a wholly-owned subsidiary of the Company
‘‘Refreshment of Existing the proposed refreshment of the Existing General Mandate General Mandate’’
‘‘Refreshment of Option Scheme the proposed refreshment of the Option Scheme Limit Limit’’
‘‘Replacement Share Options’’
the new share options granted to the Share Option Holders to replace the Share Options Granted
‘‘SGM’’
a special general meeting of the Company to be convened for the purpose of considering and, if thought fit, passing the relevant resolution(s) to approve, among other things, the proposed cancellation of Share Options Granted and grant of Replacement Share Options, the Refreshment of Option Scheme Limit and the Refreshment of Existing General Mandate
‘‘Share(s)’’
ordinary share(s) of HK$0.50 each in the share capital of the Company
‘‘Share Consolidation’’
the consolidation of every twenty (20) issued and unissued shares of HK$0.10 each in the share capital of the Company into one (1) consolidated share of HK$2.00 and the cancellation of the fractional consolidated share in the issued share capital of the Company arising from the share consolidation which was effective on 21 November 2011
‘‘Shareholders’’

the registered holder(s) of the issued Shares

– 4 –

DEFINITIONS

‘‘Share Option Holder(s)’’

holder(s) of the Share Options Granted

‘‘Share Option Scheme’’
the share option scheme approved and adopted by the Company at the annual general meeting of the Company held on 17 May 2011
‘‘Share Options Granted’’ the outstanding share options granted on 22 July 2011 and yet to be exercised under the Share Option Scheme
‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited

‘‘substantial Shareholder’’
has the meaning ascribed thereto under the Listing Rules
‘‘Supplemental Agreement’’
the supplemental agreement to the Acquisition Agreement entered into by the Company, the Purchaser, the Vendor, Target Company A and Target Company B on 31 July 2012
‘‘Target Company A’’
New Choice Group Limited, a company incorporated with limited liability under the laws of the British Virgin Islands on 24 February 2012 with registered office at Akara Bldg., 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands
‘‘Target Company B’’ Glory Brightness Ltd., a company incorporated with limited liability under the laws of the British Virgin Islands on 29 March 2012 with registered office at Akara Bldg., 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands
‘‘Vendor’’
Principle Petroleum Limited, who owns the Target Company A and Target Company B and is a third party who is independent of and not connected with the Company and the connected person(s) (as defined in the Listing Rules) of the Company
‘‘%’’ per cent

In the event of any inconsistency, the English text of this circular shall prevail over the Chinese text.

– 5 –

LETTER FROM THE BOARD

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

(incorporated in Bermuda with limited liability)

(Stock Code: 00166)

Executive Directors: Mr. Cheng Kam Chiu, Stewart (Chairman) Mr. Cheng Ming Kit (Chief Executive Officer) Mr. Sun Jiang Tian

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

Non-executive Directors:

Mr. Wong Man Kong, Peter

Independent non-executive Directors: Mr. Fung Siu To, Clement Mr. Chan Chi Yuen Mr. Chiu Wai On

Head office and principal place of business in Hong Kong: Room 1007–8, 10/F New World Tower 1 18 Queen’s Road Central Central, Hong Kong

14 August 2012

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED CANCELLATION OF SHARE OPTIONS GRANTED AND GRANT OF REPLACEMENT SHARE OPTIONS; (2) REFRESHMENT OF OPTION SCHEME LIMIT; (3) REFRESHMENT OF EXISTING GENERAL MANDATE; AND

(4) NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

On 24 July 2012, the Board announced that the Company proposes to adjust the terms of the Share Options Granted under the Share Option Scheme by reducing the Original Exercise Price of HK$2.20 to the adjusted exercise price of HK$1.10. Pursuant to Rule 17.03(9) of the Listing Rules, the exercise price of the share options must be at least the higher of: (i) the closing price of the securities as stated in the Stock Exchange’s daily quotations sheet on the date of grant, which must be a business day; and (ii) the average closing price of the securities as stated in the Stock Exchange’s daily quotations sheets for the five business days immediately preceding the date of grant.

For identification purposes only

– 6 –

LETTER FROM THE BOARD

Accordingly, the Company proposes to cancel all the Share Options Granted and proposes to grant the Replacement Share Options with the New Exercise Price of HK$1.10 to the Share Option Holders to replace the Share Options Granted.

The Company also proposes to refresh the Option Scheme Limit which, if refreshed, shall not in aggregate exceed 10% of the Shares in issue as at the date of the SGM.

In addition to the above, the Board proposes the Refreshment of Existing General Mandate.

The Independent Board Committee, comprising Mr. Fung Siu To, Clement, Mr. Chan Chi Yuen and Mr. Chiu Wai On, all being the independent non-executive Directors, has been formed to consider the Refreshment of Existing General Mandate. Donvex Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

The purpose of this circular is to provide you with, among other things, (i) further information in relation to the proposed cancellation of Share Options Granted and grant of Replacement Share Options; (ii) details of the Refreshment of Option Scheme Limit; (iii) details of the Refreshment of Existing General Mandate; (iv) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Refreshment of Existing General Mandate; (v) a letter of advice from the Independent Financial Adviser, Donvex Capital, setting out, amongst other things, its recommendation to the Independent Board Committee and the Independent Shareholders in relation to the Refreshment of Existing General Mandate; and (vi) the notice of the SGM to be convened and held for the purpose of considering and, if thought fit, passing the relevant resolution(s) to approve, among other things, the proposed cancellation of Share Options Granted and grant of Replacement Share Options, the Refreshment of Option Scheme Limit and the Refreshment of Existing General Mandate.

A. Proposed Cancellation of Share Options Granted and Grant of Replacement Share Options

Pursuant to Rule 17.03(9) of the Listing Rules, the exercise price of the share options must be at least the higher of: (i) the closing price of the securities as stated in the Stock Exchange’s daily quotations sheet on the date of grant, which must be a business day; and (ii) the average closing price of the securities as stated in the Stock Exchange’s daily quotations sheets for the five business days immediately preceding the date of grant.

– 7 –

LETTER FROM THE BOARD

The major terms of the Replacement Share Options are as follows:

Date of grant : 10 August 2012 Exercise price of the : HK$1.10 per Share, which represents: Replacement Share Options

(i) a premium of approximately 15.79% to the closing price of HK$0.950 per Share as stated in the daily quotation sheet of the Stock Exchange on the date of grant, 10 August 2012;
(ii) a premium of approximately 19.83% to the average closing price of HK$0.918 per Share as stated in the daily quotations sheet of the Stock Exchange for the five business days immediately preceding the date of grant, 10 August 2012; and
(iii) a premium of approximately 120% to the nominal value of HK$0.50 per Share on the date of grant, 10 August 2012.

The New Exercise Price was determined with reference to (a) the exercise price of the share options granted on 11 June 2012; (b) the Group’s existing financial performance; and (c) the prevailing market price of the Shares. The Board holds the view that the New Exercise Price is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Number of Replacement Share : An aggregate of 10,620,000 Replacement Share Options Options, each Replacement Share Option entitling the Share Option Holders to subscribe for one Share
Closing price of the Shares on : HK$0.95 per Share the date of grant, 10 August 2012
Validity period (exercisable : 10 August 2012–21 July 2014, both days inclusive period) of the Replacement Share Options

– 8 –

LETTER FROM THE BOARD

Out of the above 10,620,000 Replacement Share Options, a total of 9,300,000 Replacement Options will be granted to the following Directors, details of which are as follows:

		Number of	Number of
Name of		Share Options	Replacement
Share Option Holder	Position held with the Company	Granted held	Share Options
Cheng Kam Chiu,	Chairman and executive Director	4,500,000	4,500,000
Stewart
Cheng Ming Kit	Executive Director	3,000,000	3,000,000
Wong Man Kong, Peter	Non-executive Director	450,000	450,000
Chan Chi Yuen	Independent non-executive Director	450,000	450,000
Fung Siu To, Clement	Independent non-executive Director	450,000	450,000
Chiu Wai On	Independent non-executive Director	450,000	450,000

The granting of the Replacement Share Options to the above Share Option Holders has been approved by all independent non-executive Directors (with the respective independent non-executive Director abstaining from voting on the relevant resolution approving the grant of the Replacement Share Options to him).

Pursuant to Rule 17.04(1) of the Listing Rules, the Replacement Share Options granted to Mr. Cheng Kam Chiu, Stewart, being an executive Director and is considered to be an associate of Max Sun Enterprises Limited, a substantial Shareholder, exceed 0.1% of the Shares in issue but have an aggregate value (based on the closing price of the Shares on the date of grant, 10 August 2012) less than HK$5 million, the proposed grant of Replacement Share Options to Mr. Cheng Kam Chiu, Stewart is not required to obtain the approval of the independent Shareholders at a general meeting pursuant to Rule 17.04(1) of the Listing Rules.

Similarly, the Replacement Share Options granted to Mr. Cheng Ming Kit, being an executive Director and is considered to be an associate of Max Sun Enterprises Limited, a substantial Shareholder, exceed 0.1% of the Shares in issue but have an aggregate value (based on the closing price of the Shares on the date of grant, 10 August 2012) less than HK$5 million, the proposed grant of Replacement Share Options to Mr. Cheng Ming Kit is also not required to obtain the approval by the independent Shareholders at a general meeting pursuant to Rule 17.04(1) of the Listing Rules.

Save as disclosed above, no other Share Option Holder is Director, chief executive nor substantial Shareholder, nor an associate of any of them (as defined in the Listing Rules).

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LETTER FROM THE BOARD

The remaining of 1,320,000 Replacement Shares Options will be granted to the employees of the Company and other participants of the Share Option Scheme, details of which are as follow:

	Position held	Number of	Number of
	with the	Share Options	Replacement
Name of Share Option Holder	Company	Granted held	Share Options
Employees in aggregate	Employee	690,000	690,000
Other participants in aggregate	Consultant	630,000	630,000

The issue of the Replacement Share Options to the Share Option Holders in any twelve months period does not exceed the 1% threshold under Rule 17.03(4) of the Listing Rules.

Reasons for the proposed cancellation of Share Options Granted and grant of Replacement Share Options

In view of the share options granted on 11 June 2012 with the exercise price of HK$1.00 per share option, the Board holds the view that the proposed cancellation of Share Options Granted and grant of Replacement Share Options (i) would align the range of the exercise price of share options of all share option holders under the Share Option Scheme; and (ii) would reward the Share Option Holders for their continuing services and contributions to the Company’s performance and to continue to motivate them to work towards enhancing the value of the Company and its Shares for the benefit of the Company and the Shareholders as a whole.

Condition

Pursuant to the terms of the Share Option Scheme, the cancellation of the Share Options Granted shall require approval by the Board and the Shareholders in general meeting. Therefore, the proposed cancellation of the Share Options Granted is subject to approval by the Shareholders at the SGM.

The Option Scheme Limit under the Share Option Scheme was 908,851,948 shares of HK$0.10 each, representing approximately 10% of the total issued share capital as at the date of its adoption. As a result of the Share Consolidation and the Capital Reduction, the Option Scheme Limit under the Share Option Scheme was adjusted to 45,442,597 Shares.

As at the Latest Practicable Date, options carrying the right to subscribe for 44,300,000 Shares have been granted pursuant to the Share Option Scheme since its adoption, of which (i) options to subscribe for 1,380,000 Shares have lapsed in accordance with the rules of the Share Option Scheme, (ii) options to subscribe for 28,000,000 Shares have been exercised in accordance with the rules of the Share Option Scheme; and (iii) no option to subscribe for the Shares have been cancelled in accordance with the rules of the Share Option Scheme. Unless the Option Scheme Limit is

– 10 –

LETTER FROM THE BOARD

‘‘refreshed’’, only up to 1,142,597 Shares, representing approximately 2.51% of the Option Scheme Limit, may be issued pursuant to the grant of further options under the Share Option Scheme.

Pursuant to note (1) to Rule 17.03(3) of the Listing Rules, a company shall seek separate approval from its shareholders for granting options beyond the 10% limit. Therefore, the proposed grant of 10,620,000 Replacement Share Options, representing approximately 23.37% of the Option Scheme Limit, which exceeds the maximum limit of 1,142,597 Shares which may be further granted under the existing Option Scheme Limit by 9,477,403 Shares, representing approximately 20.86% of the Option Scheme Limit, is subject to the approval by the Shareholders at the SGM for granting the Replacement Share Options beyond the 10% limit pursuant to note (1) to Rule 17.03(3) of the Listing Rules.

A SGM will be convened to consider and approve the proposed cancellation of the Share Options Granted and the grant of the Replacement Share Options beyond the 10% limit pursuant to note (1) to Rule 17.03(3) of the Listing Rules.

B. Proposed Refreshment of the Option Scheme Limit

Background of the Option Scheme Limit

The Share Option Scheme was conditionally adopted by the Company on 17 May 2011. The purpose of the Share Option Scheme is to enable the Group to grant options to the Eligible Participants as incentives or rewards for their contribution to the Group and to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group.

The Option Scheme Limit under the Share Option Scheme was 908,851,948 Shares of HK$0.10 each, representing approximately 10% of the Shares in issue as at the date of its adoption. As a result of the Share Consolidation and the Capital Reduction, the Option Scheme Limit under the Share Option Scheme was adjusted to 45,442,597 Shares.

– 11 –

LETTER FROM THE BOARD

Given that over 97.49% of the Option Scheme Limit has been utilised as at the Latest Practicable Date, the Board holds the view that the Company should refresh the Option Scheme Limit in accordance with the rules of the Share Option Scheme so that the Share Option Scheme may continue to serve its intended purpose for the benefit of the Group.

Terms of the Option Scheme Limit

Under the rules of the Share Option Scheme:

(i) The total number of Shares in respect of which options may be granted under the Share Option Scheme and any other share option schemes of the Company shall not exceed 10% of the total number of Shares in issue on its date of adoption unless the Company seeks the approval of the Shareholders in general meeting for refreshing the 10% limit under the Share Option Scheme provided that options lapsed in accordance with the terms of the Share Option Scheme or any other share option schemes of the Company will not be counted for the purpose of calculating the 10% limit.
(ii) The Company may seek approval of the Shareholders in general meeting for the refreshing the 10% limit as prescribed in (i) above such that the total number of Shares in respect of which options may be granted under the Share Option Scheme and any other share option scheme of the Company as ‘‘refreshed’’ shall not exceed 10% of the total number of Shares in issue as at the date of the approval of the Shareholders on the refreshment of the 10% limit provided that options previously granted under the Share Option Scheme or any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option schemes of the Company) will not be counted for the purpose of calculating the limit as ‘‘refreshed’’.
(iii) The maximum number of Shares which may be issued upon exercise of all outstanding options granted under the Share Option Scheme and any other share option schemes of the Company must not exceed 30% of the total number of Shares in issue from time to time.

Proposed refreshment of the Option Scheme Limit

If the Refreshment of Option Scheme Limit is approved at the SGM, based on the 572,462,087 Shares in issue as at the Latest Practicable Date and on the basis that no Shares would be issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM, the Company will be allowed under the ‘‘refreshed limit’’ to grant options carrying the rights to subscribe for up to a total of approximately 57,246,208 Shares, representing 10% of the Shares in issue as at the date of the SGM.

As at the Latest Practicable Date, apart from the Share Option Scheme, the Group had no other share option scheme in force. The Board holds the view that the grant of options in full under the refreshed 10% Option Scheme Limit will not cause the Shares to

– 12 –

LETTER FROM THE BOARD

be issued upon exercise of all outstanding options granted and available to be granted under the Share Option Scheme to be in excess of 30% of the Shares in issue from time to time.

Reasons for the Refreshment of Option Scheme Limit

The Board holds the view that the Refreshment of Option Scheme Limit is in the interests of the Company and the Shareholders as a whole because it enables the Board to grant options to subscribe for the Shares under the Share Option Scheme to the Eligible Participants to reward and motivate the Eligible Participants to contribute further to the success of the Group.

Conditions of the Refreshment of Option Scheme Limit

The Refreshment of Option Scheme Limit is conditional upon:

(i) the passing of the relevant resolution at the SGM to approve the Refreshment of Option Scheme Limit; and
(ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in any new Shares which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the options that may be granted under the refreshed limit of the Share Option Scheme up to 10% of the Shares in issue as at the date of passing of the relevant resolution at the SGM.

Application for listing

Application will be made to the Listing Committee of the Stock Exchange for granting the listing of, and permission to deal in any new Shares which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the options that may be granted under the refreshed limit of the Share Option Scheme up to 10% of the Shares in issue as at the date of passing of the relevant resolution at the SGM.

C. Proposed Refreshment of the Existing General Mandate

Background of the Refreshment of Existing General Mandate

At the AGM held on 14 May 2012, the Shareholders approved, amongst others, an ordinary resolution to grant the Directors the Existing General Mandate to issue, allot and deal with up to 108,892,417 new Shares, representing 20% of the total issued share capital of the Company as at the date of the AGM.

– 13 –

LETTER FROM THE BOARD

of the issue of the Convertible Notes by the Company to the Vendor and/or its nominee(s) upon Completion. 95,294,117 of new Shares will be issued under the Existing General Mandate upon full conversion of the conversion rights attached to the Convertible Notes by the holders of the Convertible Notes.

As at the Latest Practicable Date, the Existing General Mandate have been utilised as to 95,294,117 Shares, representing approximately 87.51% of the number of new Shares which were allowed to be allotted, issued and dealt with under the Existing General Mandate.

Reasons for the Refreshment of Existing General Mandate

Since the granting of the Existing General Mandate at the AGM held on 14 May 2012, there has been no refreshment of the Existing General Mandate. Therefore, after the entering into of the Acquisition Agreement and the Supplemental Agreement, only 13,598,300 additional new Shares can be issued under the Existing General Mandate, representing approximately 12.49% of the Existing General Mandate.

The Board would like to provide flexibility for the Company to raise funds for its future business development and/or any opportunities to be identified by the Company through equity financing. Given that equity financing (i) does not incur any interest paying obligations on the Group as compared with bank or debt financing; (ii) is less costly and time-consuming than raising funds by way of rights issue or open offer; and (iii) provides the Company with the flexibility and capability to capture any capital raising and/or prospective investment opportunity as and when it arises, the Board proposes to refresh the Existing General Mandate for the Directors to allot, issue and deal with new Shares with an aggregate nominal amount of not exceeding 20% of the aggregate nominal amount of the total issued share capital of the Company as at the date of the SGM. As at the Latest Practicable Date, the Company has no current plan to utilise the Issue Mandate. The Board holds the view that the Rrefreshment of Existing General Mandate to be fair and reasonable and in the interest of the Company and the Shareholders as a whole.

The Issue Mandate is proposed to the Shareholders prior to the Company’s next annual general meeting and therefore, under Rule 13.36(4) of the Listing Rules, the Refreshment of Existing General Mandate will be subject to the Independent Shareholders’ approval at the SGM.

Issue Mandate

As at the Latest Practicable Date, the total issued share capital of the Company consisted of 572,462,087 Shares. On the basis that no Shares would be issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM, the granting of the Issue Mandate would allow the Directors to issue, allot and deal with up to 114,492,417 new Shares, representing 20% of the aforesaid total issued share capital of the Company.

– 14 –

LETTER FROM THE BOARD

The relevant resolution will be proposed to the Independent Shareholders to approve the Refreshment of Existing General Mandate to authorise the Directors to allot, issue and deal with 114,492,417 new Shares, being 20% of the total issued share capital of the Company as at the date of SGM (assuming no Shares will be issued and/or repurchased by the Company from the Latest Practicable Date to the date of the SGM).

The Issue Mandate if granted, will 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 next annual general meeting of the Company is required to be held by the bye-laws of the Company or any other applicable laws of Bermuda; and (iii) the date upon which such authority is revoked or varied by a relevant resolution of the Shareholders in a general meeting of the Company.

Equity fund raising activities in the past twelve months

Set out below are the equity fund raising activities conducted by the Company in the past twelve months prior to the Latest Practicable Date:

				Actual use of
				proceeds as at the
Date of		Net proceeds	Intended use of	Latest Practicable
announcement	Event	raised	proceeds	Date
29 May 2012	Subscription of	Approximately	For general working	Not yet utilised
	unlisted warrants	HK$1,700,000	capital of the
	under the specific		Group
	mandate
20 January 2012	Placing of new shares	Approximately	For the payment of	For the payment of
	under general	HK$47,200,000	exploration works	exploration works
	mandate		in Argentina, to	in Argentina, to
			finance potential	finance potential
			new projects and	new projects and
			future investment	future investment
			opportunities	opportunities
7 September 2011	Placing of unlisted	N/A	For the payment of	N/A
(Note)	warrants under		exploration works
	general mandate		in Argentina, to
			finance potential
			new projects and
			future investment
			opportunities

Note: The placing has been lapsed, details of which have been set out in the announcement of the Company dated 30 September 2011.

Save as and except for the above, the Company had not conducted any other equity fund raising activities in the past twelve months immediately prior to the Latest Practicable Date.

– 15 –

LETTER FROM THE BOARD

Changes in shareholding structure of the Company

The table below sets out the shareholding structure of the Company (i) as the Latest Practicable Date; and (ii) upon full utilisation of the Issue Mandate (assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM), for illustrative and reference purpose:

Name of Shareholders Substantial Shareholder Max Sun Enterprises Limited (Note 1) Directors’ Interests Mr. Cheng Ming Kit (Note 2) Mr. Fung Siu To, Clement (Note 2) Existing public Shareholders Shares to be issued under the Issue Mandate Total Notes:	As at the date of the Latest Practicable Date Number of Shares % 66,030,276 11.53 1,000 0.0002 30,000 0.0052 506,400,811 88.46 — — 572,462,087 100.00	Upon full utilisation of the Issue Mandate (assuming no other Shares are issued or repurchased by the Company from the Latest Practicable Date up to the date of the SGM) Number of Shares % 66,030,276 9.61 1,000 0.0001 30,000 0.004 506,400,811 73.72 114,492,417 16.67 686,954,504 100.00	Upon full utilisation of the Issue Mandate (assuming no other Shares are issued or repurchased by the Company from the Latest Practicable Date up to the date of the SGM) Number of Shares % 66,030,276 9.61 1,000 0.0001 30,000 0.004 506,400,811 73.72 114,492,417 16.67 686,954,504 100.00
			100.00

Max Sun Enterprises Limited is a wholly-owned subsidiary of Chow Tai Fook Nominee Limited, which is in turn controlled by Dato’ Dr. Cheng Yu Tung. As such, Chow Tai Fook Nominee Limited and Dato’ Dr. Cheng Yu-Tung were deemed to have interest in the shares held by Max Sun Enterprises Limited for the purposes of Securities and Futures Ordinance.
Mr. Cheng Ming Kit is an executive Director and Mr. Fung Siu To, Clement is an independent non-executive Director.

– 16 –

LETTER FROM THE BOARD

Such potential dilution to the shareholdings of the existing public Shareholders represents a dilution of approximately 14.74%.

LISTING RULES IMPLICATION

Under Chapter 17 of the Listing Rules, the proposed cancellation of Share Options Granted and grant of Replacement Share Options requires the approval of the Shareholders in general meeting.

The Share Option Holders who are also the Shareholders and their respective associates will be required to abstain from voting at the SGM in respect of the proposed cancellation of Share Options Granted and grant of Replacement Share Options.

As at the Latest Practicable Date, Mr. Cheng Ming Kit, the chief executive officer of the Company and shareholder by way of interest in and was entitled to exercise control over the voting rights of 1,000 Shares, representing approximately 0.0002% of the total issued share capital of the Company, and holds 3,000,000 Share Options Granted. Mr. Fung Siu To, Clement an independent non-executive Director and shareholder by way of interest in and was entitled to exercise control over the voting rights of 30,000 Shares, representing approximately 0.0052% of the total issued share capital of the Company, and holds 450,000 Share Options Granted. Accordingly, Mr. Cheng Ming Kit and Mr. Fung Siu To, Clement and their respective associates shall abstain from voting at the SGM in the respect of the proposed cancellation of Share Options Granted and grant of Replacement Share Options.

Pursuant to Rule 13.36(4)(a) of the Listing Rules, any controlling Shareholders and their respective associates, or where there is no controlling Shareholder, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in respect of the Refreshment of Existing General Mandate to be proposed at the SGM. As there is no controlling Shareholder, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates will abstain from voting in respect of the Refreshment of Existing General Mandate.

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LETTER FROM THE BOARD

issued share capital of the Company, is considered to be an associate of Mr. Cheng Kam Chiu, Stewart, who is an executive Director, Share Options Holder and holds 4,500,000 Share Options Granted. Accordingly, Max Sun Enterprises Limited will also be required to abstain from voting at the SGM in respect of the proposed cancellation of Share Options Granted and grant of Replacement Share Options and the Refreshment of Existing General Mandate.

Pursuant to Rule 13.39(4) of the Listing Rules, the resolutions to be approved in respect of the proposed cancellation of Share Options Granted and grant of Replacement Share Options, the Refreshment of Option Scheme Limit and the Refreshment of Existing General Mandate at the SGM will be taken by way of poll.

SGM

A notice of the SGM is set out on pages 29 to 32 of this circular. The SGM will be convened and held at 3/F Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Wednesday, 29 August 2012 at 11:00 a.m., at which, the relevant resolutions will be proposed to the Shareholders and Independent Shareholders to consider and, if thought fit, to approve the proposed cancellation of Share Options Granted and grant of Replacement Share Options, the Refreshment of Option Scheme Limit and the Refreshment of Existing General Mandate. Pursuant to Rule 13.39(4) of the Listing Rules, all votes to be taken at the SGM will be taken by way of poll.

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/F., Tesbury Centre, 28 Queen’s Road East, Wan Chai, 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.

RECOMMENDATION

The Board holds the view that the proposed cancellation of Share Options Granted and grant of Replacement Share Options, the Refreshment of Option Scheme Limit and the Refreshment of Existing General Mandate are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions relating to the proposed cancellation of Share Options Granted and grant of Replacement Share Options, the Refreshment of Option Scheme Limit and the Refreshment of Existing General Mandate to be proposed at the SGM.

– 18 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

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 the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

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

– 19 –

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)

14 August 2012

To the Independent Shareholders

Dear Sir or Madam,

REFRESHMENT OF EXISTING GENERAL MANDATE

We refer to the circular of the Company to the Shareholders dated 14 August 2012 (the ‘‘Circular’’), in which this letter forms part. Unless the context otherwise requires, capitalised terms used in this letter will have the same meanings as defined in the Circular.

We have been appointed by the Board as the Independent Board Committee to advise the Independent Shareholders on whether the Refreshment of Existing General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole.

We wish to draw your attention to the letter of advice from the Independent Financial Adviser as set out on pages 21 to 28 of the Circular and the letter from the Board as set out on pages 6 to 19 of the Circular in respect of the Refreshment of Existing General Mandate.

Having considered, among other things, the factors and reasons considered by, the advice of the Independent Financial Adviser as set out in the letter from the Independent Financial Adviser, and the view of the Board, we consider that the refreshment of the Existing General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole.

Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution in relation to the Refreshment of Existing General Mandate to be proposed at the SGM.

Yours faithfully, For and on behalf of

the Independent Board Committee

Mr. Fung Siu To, Clement Mr. Chan Chi Yuen Mr. Chiu Wai On Independent non-executive Directors

For identification purposes only

– 20 –

LETTER FROM DONVEX CAPITAL

The following is the text of a letter of advice from Donvex Capital, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in connection with the Refreshment of Existing General Mandate which has been prepared for the purpose of incorporation in this circular:

==> picture [129 x 78] intentionally omitted <==

Unit 1305, 13th Floor, Carpo Commercial Building 18–20 Lyndhurst Terrace Central Hong Kong 14 August 2012

To the Independent Board Committee and the Independent Shareholders of New Times Energy Corporation Limited

Dear Sirs,

REFRESHMENT OF EXISTING GENERAL MANDATE

INTRODUCTION

We refer to our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders (as defined hereafter) in relation to the grant of Refreshment of Existing General Mandate, details of which are set out in the letter from the Board (the ‘‘Board Letter’’) contained in this circular (the ‘‘Circular’’) dated 14 August 2012 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.

The Board proposed the grant of Refreshment of Existing General 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 Refreshment of Existing General 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, the 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 Refreshment of Existing General Mandate.

As at the Latest Practicable Date, the Company has no controlling Shareholder and Mr. Cheng Ming Kit, being the executive Director, is interested in 1,000 Shares, representing approximately 0.0002% 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 30,000 Shares, representing approximately 0.0052% of the issued share capital of the Company. Mr. Cheng Ming Kit, Mr. Fung Siu To, Clement and their respective associates are required to abstain from voting in favour of the resolution approving the grant of the

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LETTER FROM DONVEX CAPITAL

Refreshment of Existing General Mandate. Accordingly, the proposed grant of the Refreshment of Existing General Mandate is subject to the approval by the Independent Shareholders at the SGM.

As at the Latest Practicable Date, Max Sun Enterprises Limited, a substantial Shareholder of the Company by way of interest in and was entitled to exercise control over the voting rights of 66,030,276 Shares of the Company, representing approximately 11.53% of the total issued share capital of the Company, is considered to be an associate of Mr. Cheng Kam Chiu, Stewart, who is the executive Director. Accordingly, Max Sun Enterprises Limited will also be required to abstain from voting at the SGM in respect of the Refreshment of Existing General Mandate. Saved as disclosed above, none of the other Directors and their respective associates holds any Shares as at the Latest Practicable Date.

The Independent Board Committee comprising three independent non-executive Directors, namely Mr. Fung Siu To, Clement, Mr. Chan Chi Yuen and Mr. Chiu Wai On has been established to advise the Independent Shareholders in respect of the grant of Refreshment of Existing General Mandate. Donvex Capital has been appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in this respect. The appointment of Donvex Capital has been approved by the Independent Board Committee.

BASIS OF OUR ADVICE

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, 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, the 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, the 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 indepth investigation into the business and affairs of the Company, or its subsidiaries or associates, nor have we considered the taxation implication on the Group or the Shareholders as a result of the Refreshment of Existing General Mandate. Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments, including any material change in market and economic conditions, may affect or change our opinion and we have no obligation to update this opinion

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LETTER FROM DONVEX CAPITAL

to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. Nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company.

Lastly, where information in this letter has been extracted from published or otherwise publicly available sources, the sole responsibility of Donvex Capital is to ensure that such information has been correctly extracted from the relevant sources.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion and recommendations to the Independent Board Committee and the Independent Shareholders, 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.

1. Background of the Refreshment of Existing General Mandate

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

At the AGM held on 14 May 2012, the Shareholders approved among others, an ordinary resolution to grant the Directors the Existing General Mandate to issue, allot and deal with up to 108,892,417 new Shares, representing 20% of the total issued share capital of the Company as at the date of the AGM.

As set out in the announcements of the Company dated 15 May 2012 and 31 July 2012, the Company and the Purchaser has entered into the Acquisition Agreement and the Supplemental Agreement with the Vendor, Target Company A and Target Company B, pursuant to which, the Purchaser conditionally agreed to acquire and the Vendor conditionally agreed to sell, the New Sale Interests for a total consideration of HK$116,000,000. Part of the total consideration of HK$81,000,000 was satisfied by way of the issue of the Convertible Notes by the Company to the Vendor and/or its nominee(s) upon Completion. 95,294,117 of new Shares will be issued under the Existing General Mandate upon full conversion of the conversion rights attached to the Convertible Notes by the holders of the Convertible Notes.

2. Reasons for the Refreshment of Existing General Mandate

Since the granting of the Existing General Mandate at the AGM held on 14 May 2012, there has been no Refreshment of the Existing General Mandate. Therefore, after the entering of the Acquisition Agreement and the Supplemental Agreement, only 13,598,300 additional new Shares can be issued under the Existing General Mandate, representing approximately 12.49% of the Existing General Mandate.

– 23 –

LETTER FROM DONVEX CAPITAL

The Board would like to provide flexibility for the Company to raise funds for its future business development and/or any opportunities to be identified by the Company through equity financing. Given that equity financing (i) does not incur any interest paying obligations on the Group as compared with bank or debt financing; (ii) is less costly and time-consuming than raising funds by way of rights issue or open offer; and (iii) provides the Company with the flexibility and capability to capture any capital raising and/or prospective investment opportunity as and when it arises, the Board proposes to refresh the Existing General Mandate for the Directors to allot, issue and deal with new Shares with an aggregate nominal amount of not exceeding 20% of the aggregate nominal amount of the total issued share capital of the Company as at the date of the SGM. As at the Latest Practicable Date, the Company has no current plan to utilise the Issue Mandate. The Board holds the view that the Refreshment of Existing General Mandate to be fair and reasonable and in the interest of the Company and the Shareholders as a whole.

Financial performance and business plan of the Group

According to the 2011 annual report of the Group (‘‘AR2011’’), the revenue of the Group for the year ended 31 December 2011 was approximately HK$128.86 million (31 December 2010: approximately HK$57.25 million), representing an increase of approximately 125.08%. The Group recorded a loss attributable to shareholders of approximately HK$87.41 million (31 December 2010: a loss of approximately HK$66.06 million). According to AR2011, the loss was mainly attributable to (i) impairment loss on exploration and evaluation assets; (ii) the increase in administrative expenses; and (iii) exchange losses arising from changes in foreign exchange rates as a portion of the Group’s assets are denominated in Argentine peso, the value of which has gone down over the previous year.

As for the asset and liability position of the Group, the net asset value of the Group had remained relatively stable from 31 December 2010 to 31 December 2011. Nevertheless, there had been a substantial reduction in the Group’s bank balances and cash of approximately 64.03% from approximately HK$114.06 million as at 31 December 2010 to approximately HK$41.03 million as at 31 December 2011, which was mainly due to the net impact of (i) the cash payment for the purchase of exploration and evaluation assets of approximately HK$159.7 million; (ii) the net proceeds from the issue of convertible notes of HK$160 million; and (iii) the net cash used in operating activities of HK$74.4 million.

As quoted from AR2011, the Group, as a consolidated natural resources company, will remain focused on establishing and developing its existing operations and at the same time, looking for valuable business opportunities around the globe, particularly in Argentina and in the US, in order to broaden its business horizon and to capture potential growth in its strategic investments. The Directors are of the view that having the fund raising capability is a prudent approach (on unforeseen circumstances) in maintaining sufficient cashflow for the normal operation of the Group’s existing business, and we concur with the Directors’ view. As such, it is reasonable to expect that the Group will have a timely funding need for such purposes. Having considered (i) the loss position of the Group; (ii) the deteriorated cash position of the Group; (iii) the future development

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LETTER FROM DONVEX CAPITAL

plan of the Group and the timely funding need as a consequence, we concur with the Directors’ view that the Refreshment of Existing General Mandate to be fair and reasonable and in the interest of the Company and the Shareholders as a whole.

3. Equity fund raising activities in the past twelve months

Sets out below are the equity fund raising activities conducted by the Company in the past twelve months prior to the Latest Practicable Date:

				Actual use of proceeds
			Intended use of	as at the Latest
Date of announcement	Event	Net proceeds raised	proceeds	Practicable Date
29 May 2012	Subscription of unlisted	Approximately	For general working	Not yet utilised
	warrants under the	HK$1,700,000	capital of the Group
	specific mandate
20 January 2012	Placing of new shares	Approximately	For the payment of	For the payment of
	under general mandate	HK$47,200,000	exploration works in	exploration works in
			Argentina, to finance	Argentina, to finance
			potential new projects	potential new projects
			and future investment	and future investment
			opportunities	opportunities
7 September 2011 (Note)	Placing of unlisted	N/A	For the payment of	N/A
	Warrants under		exploration works in
	general mandate		Argentina, to finance
			potential new projects
			and future investment
			opportunities

Note: The placing has been lapsed, details of which have been set out in the announcement of the Company dated 30 September 2011.

Save as and except for the above, the Company had not conducted any other equity fund raising activities in the past twelve months immediately prior to the Latest Practicable Date. As noted from the table above, we are of the view that the actual use of proceeds was in line with the intended use of proceeds.

4. Financial Flexibility

As advised by the Directors, the Group does not obviate the possibilities of further issuing capital should there be investors indicating interest in the business of the Group in the future. The Directors believe that the Refreshment of Existing General Mandate will provide the Group with flexibility for possible future fund raising. The Directors are therefore of the view that the Refreshment of Existing General Mandate is in the interests of the Company and the Shareholders as a whole. As further advised by the Directors, the Company did not have any plan to utilise the Issue Mandate as at the Latest Practicable Date.

As discussed in the foregoing, we consider that the Refreshment of Existing General Mandate would provide the Company with the necessary flexibility to fulfil any possible funding needs for future business development and/or investment decisions. The Refreshment of Existing General Mandate would also provide the Company with the flexibility as allowed

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LETTER FROM DONVEX CAPITAL

under the Listing Rules to allot and issue new Shares for equity fund raising activities, such as placing of new Shares, or as consideration for potential investments in the future as and when such opportunities arise. Furthermore, the additional amount of equity which may be raised after the Refreshment of Existing General Mandate would provide the Group with more financing options when assessing and negotiating potential investments in a timely manner. Given the financial flexibility available to the Company as discussed above, we are of the opinion that the Refreshment of Existing General Mandate is in the interests of the Company and the Shareholders as a whole.

5. Other financing alternatives

We have made enquires with the Directors and the Directors confirmed that apart from equity financing, the Group will also consider debt financing, such as bank borrowings and issue of bonds, to be the other possible fund raising alternatives available to the Group. However, the Directors are of the view that the ability of the Group to obtain bank borrowings usually depends on the Group’s profitability, financial position and the then prevailing market condition. Furthermore, such alternative may be subject to lengthy due diligence and negotiations with banks. Also, in light of debt financing will usually incur an interest burden on the Group, the Directors consider debt financing to be relatively uncertain and timeconsuming as compared to equity financing, such as placing of new Shares, for the Group to obtain additional funding.

The Directors confirmed that they would exercise due and careful consideration when choosing the best financing method available to the Group. With this being the case, along with the fact that the Refreshment of Existing General 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 business development, we are of the view that the Refreshment of Existing General Mandate is in the interests of the Company and the Shareholders as a whole.

– 26 –

LETTER FROM DONVEX CAPITAL

6. Potential dilution to shareholding of the Independent Shareholders

Name of Shareholders Substantial Shareholder Max Sun Enterprises Limited (Note 1) Directors’ Interests Mr. Cheng Ming Kit (Note 2) Mr. Fung Siu To, Clement (Note 2) Existing public Shareholders Shares to be issued under the Issue Mandate Total Notes:	As at the date of the Latest Practicable Date Number of Shares Approximate % of the issued share capital of the Company 66,030,276 11.53 1,000 0.0002 30,000 0.0052 506,400,811 88.46 — — 572,462,087 100.00	Upon full utilisation of the Issue Mandate (assuming no other Shares are issued or repurchased by the Company from the Latest Practicable Date up to the date of the SGM) Number of Shares Approximate % of the issued share capital of the Company 66,030,276 9.61 1,000 0.0001 30,000 0.004 506,400,811 73.72 114,492,417 16.66 686,954,504 100.00	Upon full utilisation of the Issue Mandate (assuming no other Shares are issued or repurchased by the Company from the Latest Practicable Date up to the date of the SGM) Number of Shares Approximate % of the issued share capital of the Company 66,030,276 9.61 1,000 0.0001 30,000 0.004 506,400,811 73.72 114,492,417 16.66 686,954,504 100.00
			100.00

Max Sun Enterprises Limited is a wholly-owned subsidiary of Chow Tai Fook Nominee Limited, which is in turn controlled by Dato’ Dr. Cheng Yu Tung. As such, Chow Tai Fook Nominee Limited and Dato’ Dr. Cheng Yu-Tung were deemed to have interest in the shares held by Max Sun for the purposes of Securities and Future Ordinance.
Mr. Cheng Ming Kit is an executive Director and Mr. Fung Siu To, Clement is an independent nonexecutive Director.

The table above illustrates that the shareholdings of the existing public Shareholders would decrease from approximately 88.46% as at the Latest Practicable Date to approximately 73.72% upon full utilisation of the Issue Mandate (assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM). Such potential dilution to the shareholdings of the existing public Shareholders represents a dilution of approximately 14.74%, where we consider such dilution effect to be acceptable having considered the enhancement of financial flexibility to the Group as a result of the Refreshment of Existing General Mandate.

– 27 –

LETTER FROM DONVEX CAPITAL

RECOMMENDATION

Having taken into consideration the factors and reasons as stated under the section named ‘‘PRINCIPAL FACTORS AND REASONS CONSIDERED’’, we are of the opinion that the Refreshment of Existing General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Group and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM to approve the Refreshment of Existing General Mandate and we recommend the Independent Shareholders to vote in favour of the ordinary resolution in this regard.

Yours faithfully, For and on behalf of Donvex Capital Limited Doris Sy Director

– 28 –

NOTICE OF SGM

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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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (‘‘SGM’’) of New Times Energy Corporation Limited (the ‘‘Company’’) will be convened and held at 3/F Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Wednesday, 29 August 2012 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolutions of the Company:

ORDINARY RESOLUTIONS

A. ‘‘THAT:
(a) subject to and conditional upon the listing committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the ordinary shares with a nominal value of HK$0.50 each in the share capital of the Company (the ‘‘Shares’’) to be issued and allotted pursuant to the exercise of any share options granted or to be granted pursuant to this resolution A, the grant of share options under the share option scheme adopted by the Company on 17 May 2011 (the ‘‘Share Option Scheme’’) to certain participants entitling them to subscribe for an aggregate of 10,620,000 Shares at the exercise price of HK$1.10 per Share, the particulars of the participants to whom the share options are proposed to be granted, the number of share options proposed to be granted to each of them and the terms of grant are set out in the circular of the Company dated 14 August 2012 (the ‘‘Circular’’) despatched to the shareholders of the Company, containing the notice of the SGM of which this resolution A forms part, a copy of which has been submitted to the meeting and initialled by the chairman of the meeting for identification purposes, be and is hereby approved confirmed and ratified;
(b) the cancellation of 10,620,000 outstanding options to subscribe for Shares which have been granted on 22 July 2011 pursuant to the Share Option Scheme but not exercised as at the date of the passing of this resolution, be and are hereby approved, confirmed and ratified; and

For identification purposes only

– 29 –

NOTICE OF SGM

(c) the directors of the Company (the ‘‘Directors’’) be and are hereby authorised on behalf of the Company to do all acts, deeds and things and to sign and to affix the common seal in accordance with the bye-laws of the Company on all documents as they may, in their absolute discretion, deem necessary, desirable or expedient to give effect and implement this ordinary resolution.’’
B. ‘‘THAT:

subject to and conditional upon the listing committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, such number of shares of the Company which may fall to be allotted and issued pursuant to the exercise of the options which may be granted under the Share Option Scheme conditionally adopted by the Company on 17 May 2011, representing 10% of the shares of the Company in issue as at the date on which this resolution is passed, in relation to the Share Option Scheme:

(a) approval be and is hereby granted for refreshing the 10% mandate under the Share Option Scheme (the ‘‘Refreshed Scheme Mandate’’) provided that the total number of shares of the Company which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company and its subsidiaries (collectively, the ‘‘Group’’) under the limit as refreshed hereby shall not exceed 10% of the shares of the Company in issue as at the date on which this resolution is passed (options previously granted under the Share Option Scheme and any other share option schemes of the Group (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option schemes of the Group) shall not be counted for the purpose of calculating the Refreshed Scheme Mandate); and
(b) the Directors or a duly authorised committee thereof be and they are hereby authorised: (1) at their absolute discretion, to grant options to subscribe for shares of the Company within the Refreshed Scheme Mandate in accordance with the rules of the Share Option Scheme, and (2) to allot, issue and deal with shares of the Company pursuant to the exercise of options granted under the Share Option Scheme within the Refreshed Scheme Mandate.’’
C. ‘‘THAT, to the extent not already exercised, the mandate to issue and allot shares of the Company given to the Directors at the annual general meeting of the Company held on 14 May 2012 be and is hereby revoked and replaced by the mandate THAT:
(a) subject to paragraph (c) below pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the Directors during the Relevant Period (as defined in paragraph (b) below) of all the powers of the Company to allot, issue or deal with additional shares in the capital of the Company and to make or grant offers, agreements or options and rights of exchange or conversion which might require the exercise of such powers be and is hereby generally and unconditionally approved;

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NOTICE OF SGM

(b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of 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 granted in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below), or (ii) any Share Option Schemes (as defined in paragraph (d) below) of the Company approved by The Stock Exchange of Hong Kong Limited, or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company, or (iv) the exercise of the outstanding conversion rights attaching and to any convertible securities issued by the Company, which are convertible into shares of the Company, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution, and the said approval shall be limited accordingly; and
(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 expiration of the period within which next annual general meeting of the Company is required to be held by the bye-laws of the Company or any other applicable laws of Bermuda to be held; and
(iii) the date upon which the authority set out in this resolution revokes or varies by way of ordinary resolution of the Company in general meeting.

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company 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 in, any territory applicable to the Company).

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NOTICE OF SGM

‘‘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.’’

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

Hong Kong, 14 August 2012

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

Head office and principal place of business in Hong Kong: Room 1007–8, 10/F, New World Tower 1 18 Queen’s Road Central Central Hong Kong

Notes:

(1) Any shareholder of the Company (the ‘‘Shareholder(s)’’) entitled to attend and vote at the SGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a Shareholder.
(2) The form of proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
(3) Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the SGM and in such event, the form of proxy shall be deemed to be revoked.
(4) Where there are joint Shareholders any one of such joint Shareholder may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint Shareholders be present at the SGM the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Shareholders, and for this purpose seniority shall be determined by the order in which the names stand in the register of shareholders of the Company in respect of the joint holding.
(5) The form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26/F Tesbury Centre, 28 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof.
(6) The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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AI assistant

GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2012

49098_rns_2012-08-13_f041ac20-2499-4a14-a73b-d4a214aaea30.pdf

AND

(4) NOTICE OF SPECIAL GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

NEW TIMES ENERGY CORPORATION LIMITED 新 時 代 能 源 有 限 公 司[*]

(4) NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

A. Proposed Cancellation of Share Options Granted and Grant of Replacement Share Options

Condition

B. Proposed Refreshment of the Option Scheme Limit

LETTER FROM THE BOARD

Terms of the Option Scheme Limit

Proposed refreshment of the Option Scheme Limit

Reasons for the Refreshment of Option Scheme Limit

Conditions of the Refreshment of Option Scheme Limit

Application for listing

C. Proposed Refreshment of the Existing General Mandate

Reasons for the Refreshment of Existing General Mandate

Issue Mandate

Equity fund raising activities in the past twelve months

LETTER FROM THE BOARD

Changes in shareholding structure of the Company

LETTER FROM THE BOARD

LISTING RULES IMPLICATION

SGM

RECOMMENDATION

RESPONSIBILITY STATEMENT

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

NEW TIMES ENERGY CORPORATION LIMITED 新 時 代 能 源 有 限 公 司[*]

REFRESHMENT OF EXISTING GENERAL MANDATE

REFRESHMENT OF EXISTING GENERAL MANDATE

INTRODUCTION

BASIS OF OUR ADVICE

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background of the Refreshment of Existing General Mandate

2. Reasons for the Refreshment of Existing General Mandate

Financial performance and business plan of the Group

3. Equity fund raising activities in the past twelve months

4. Financial Flexibility

LETTER FROM DONVEX CAPITAL

5. Other financing alternatives

6. Potential dilution to shareholding of the Independent Shareholders

RECOMMENDATION

NEW TIMES ENERGY CORPORATION LIMITED 新 時 代 能 源 有 限 公 司[*]

NOTICE OF SPECIAL GENERAL MEETING

ORDINARY RESOLUTIONS

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

More from GoFintech Quantum Innovation Limited

GoFintech Quantum Innovation Limited Proxy Solicitation & Information Statement 2012

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

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

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