GoFintech Quantum Innovation Limited - Proxy Solicitation & Information Statement 2013

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 adviser.

If you have sold or transferred all your shares in New Times Energy Corporation Limited (the ‘‘Company’’), you should at once hand this circular with the accompanying form of proxy 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.

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)

PROPOSED REFRESHMENT OF EXISTING GENERAL MANDATE AND NOTICE OF SPECIAL GENERAL MEETING

Financial Adviser to the Company

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Independent Financial Adviser 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 4 to 11 of this circular. A letter from the independent board committee of the Company is set out on page 12 of this circular. A letter from Donvex Capital Limited, the independent financial adviser, containing its advice to the independent board committee and the independent shareholders of the Company is set out on pages 13 to 21 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 15 March 2013 at 10:30 a.m. is set out on pages 22 to 24 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 and transfer agent 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 and in such event, the form of proxy shall be deemed to be revoked.

For identification purposes only

22 February 2013

			Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from	the	Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from	the	Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Letter from	Donvex Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		13
Notice of SGM		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22

– i –

DEFINITIONS

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

‘‘associate(s)’’ has the meaning ascribed thereto under the Listing Rules
‘‘Board’’ the board of the Directors
‘‘BVI’’ British Virgin Islands
‘‘Company’’ New Times Energy Corporation Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the main board of the Stock Exchange
‘‘Completion’’ the completion of the sale and purchase of the Sale Share
‘‘Convertible Notes’’
the convertible notes to be issued by the Company in favour of the Vendor and/or its nominee(s) in the aggregate principal amount of HK$38,750,000
‘‘Director(s)’’
the director(s) of the Company from time to time
‘‘Existing General Mandate’’
the general mandate granted to the Directors by the Independent Shareholders at the special general meeting of the Company held on 29 August 2012 to allot, issue and deal with up to 114,492,417 Shares, representing 20% of the total issued share capital of the Company as at the date of the special general meeting of the Company held on 29 August 2012
‘‘Group’’ the Company and its subsidiaries
‘‘HK$’’
Hong Kong dollar(s), the lawful currency of Hong Kong
‘‘Hong Kong’’
the Hong Kong Special Administrative Region of the People’s Republic of China
‘‘Independent Board Committee’’
an independent board committee of the Company comprising all 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 corporation licensed under the SFO to carry out Type 6 (advising on corporate finance) regulated activities as defined under the SFO and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Refreshment of Existing General Mandate

– 1 –

DEFINITIONS

‘‘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
‘‘Independent Third Party(ies)’’
third party(ies) who is/are independent of and not connected with the Company and the connected person(s) (as defined in the Listing Rules) of the Company
‘‘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’’
19 February 2013, 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
‘‘Purchaser’’
Clear Elite Holdings Limited, a company incorporated in the BVI with limited liability and a wholly-owned subsidiary of the Company
‘‘Refreshment of Existing General Mandate’’
the proposed refreshment of the Existing General Mandate
‘‘Sale and Purchase Agreement’’ the agreement dated 13 September 2012 entered into between the Purchaser and the Vendor in respect of the acquisition of the Sale Share by the Purchaser from the Vendor
‘‘Sale Share’’
the one share in the issued share capital of Target Company currently owned by the Vendor representing 100% of the issued share capital of the Target Company as at Completion
‘‘SFO’’
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
‘‘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 Refreshment of Existing General Mandate

– 2 –

DEFINITIONS

‘‘Share(s)’’ ordinary share(s) of HK$0.50 each in the share capital of the Company
‘‘Shareholder(s)’’ the holder(s) of Shares
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited
‘‘substantial Shareholder’’ has the meaning ascribed thereto under the Listing Rules
‘‘Target Company’’ Golden Giants Limited, a company incorporated under the laws of the BVI with limited liability on 22 February 2012 with registered office at Akara Bldg., 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands
‘‘Vendor’’ Yiu Wing Hei, who is the sole legal and beneficial owner of the entire issued share capital of the Target Company and is an Independent Third Party
‘‘Warrants’’ 100,000,000 unlisted transferable warrants issued by the Company on 17 July 2012 at the issue price of HK$0.02 conferring rights entitling its holder(s) to subscribe for up to 100,000,000 new Shares at the initial exercise price of HK$1.05 (subject to adjustment)
‘‘%’’ per cent

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

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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

Non-executive Director: Mr. Wong Man Kong, Peter

Independent non-executive Directors: Mr. Fung Siu To, Clement Mr. Chan Chi Yuen 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: Room 1007–8, 10/F New World Tower 1 18 Queen’s Road Central Central, Hong Kong

22 February 2013

To the Shareholders

Dear Sir or Madam,

PROPOSED REFRESHMENT OF EXISTING GENERAL MANDATE AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with, among other things, (i) details of the Refreshment of Existing General Mandate; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Refreshment of Existing General Mandate; (iii) a letter of advice from the Independent Financial Adviser, Donvex Capital Limited, 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 (iv) the notice of 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 Refreshment of Existing General Mandate.

For identification purposes only

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LETTER FROM THE BOARD

An 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.

PROPOSED REFRESHMENT OF THE EXISTING GENERAL MANDATE

Background of the Refreshment of Existing General Mandate

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

At the special general meeting of the Company held on 29 August 2012, the 2012 General Mandate was revoked, to the extent not exercised, and the Independent Shareholders approved, amongst others, an ordinary resolution to grant the Directors the Existing General Mandate to allot, issue and deal with up to 114,492,417 new Shares, representing 20% of the total issued share capital of the Company as at the date of the special general meeting of the Company held on 29 August 2012.

As set out in the announcement of the Company dated 13 September 2012, the Purchaser and the Vendor entered into the Sale and Purchase Agreement, pursuant to which the Purchaser conditionally agreed to acquire and the Vendor conditionally agreed to sell the Sale Share, representing the entire issued share capital of the Target Company at the total consideration of HK$54,475,000. Part of the said total consideration, as HK$38,475,000, shall be satisfied by way of the issue of the Convertible Notes by the Company to the Vendor and/or its nominee(s) upon Completion. 42,750,000 of new Shares shall 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, no Convertible Notes have been issued by the Company.

As set out in the announcement of the Company dated 20 December 2012, the Company entered into a placing agreement with Orient Securities Limited (‘‘Orient Securities’’), pursuant to which, Orient Securities had conditionally agreed to place, on best effort basis, to not less than six independent placees for up to 35,000,000 new Shares under the Existing General Mandate at a price of HK$0.91 per new Share, for and on behalf of the Company. On 14 January 2013, the placing was completed and a total of 35,000,000 new Shares had been successfully placed under the Existing General Mandate to not less than six independent placees.

– 5 –

LETTER FROM THE BOARD

As set out in the announcement of the Company dated 18 January 2013, the Company entered into a placing agreement with Orient Securities, pursuant to which, Orient Securities had conditionally agreed to place, on best effort basis, to not less than six independent placees for up to 22,000,000 new Shares under the Existing General Mandate at a price of HK$0.91 per new Share, for and on behalf of the Company. On 29 January 2013, the placing was completed and a total of 22,000,000 new Shares had been successfully placed under the Existing General Mandate to not less than six independent placees.

As set out in the announcement of the Company dated 25 January 2013, the Company entered into a placing agreement with Orient Securities, pursuant to which, Orient Securities had conditionally agreed to place, on best effort basis, to not less than six independent placees for up to 14,000,000 new Shares under the Existing General Mandate at a price of HK$0.98 per new Share, for and on behalf of the Company. On 6 February 2013, the placing was completed and a total of 14,000,000 new Shares had been successfully placed under the Existing General Mandate to not less than six independent placees.

As at the Latest Practicable Date, the Existing General Mandate have been utilised as to 113,750,000 Shares, representing approximately 99.35% 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 special general meeting held on 29 August 2012, there has been no refreshment of the Existing General Mandate. As at the Latest Practicable Date, only 742,417 additional new Shares can be allotted and issued under the Existing General Mandate, representing approximately 0.65% of the Existing General Mandate.

The Board would like to maintain flexibility and provide discretion 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 the Existing General Mandate to be fair and reasonable and in the interests 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.

– 6 –

LETTER FROM THE BOARD

Issue Mandate

As at the Latest Practicable Date, the total issued share capital of the Company consisted of 758,416,087 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 151,683,217 new Shares, representing 20% of the aforesaid total issued share capital of the Company.

An ordinary 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 new Shares not exceeding 20% of the total issued share capital of the Company as at the date of 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 the 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 an ordinary 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
Date of		Net proceeds	Intended	at the Latest
announcement	Event	raised	use of proceeds	Practicable Date
25 January 2013	Placing of new	Approximately	For general working	Not yet utilised. The
	shares under	HK$13.11 million	capital and for	proceeds are
	general		financing future	deposited at bank
	mandate		investment	and expected to be
			opportunities	utilised as intended
18 January 2013	Placing of new	Approximately	For general working	Not yet utilised. The
	shares under	HK$19.14 million	capital and for	proceeds are
	general		financing future	deposited at bank
	mandate		investment	and expected to be
			opportunities	utilised as intended
20 December 2012	Placing of new	Approximately	For general working	Use as intended
	shares under	HK$30.48 million	capital and for
	general		financing future
	mandate		investment
			opportunities
30 August 2012	Placing of new	Approximately	For general working	Use as intended
	shares under	HK$89.20 million	capital purpose
	specific		and for financing
	mandate		future investment
			opportunities

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LETTER FROM THE BOARD

Actual use of proceeds as Date of Net proceeds Intended at the Latest announcement Event raised use of proceeds Practicable Date 29 May 2012 Subscription of Approximately For general working Use as intended unlisted HK$1.70 million capital of the warrants under Group the specific mandate

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.

Change in shareholding structure of the Company

The table below sets out the shareholding structure of the Company (i) as at the Latest Practicable Date; (ii) upon full utilisation of the Issue Mandate and none of the subscription rights attaching to the Warrants are exercised (assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM); and (iii) upon full utilisation of the Issue Mandate and the full exercise of the subscription rights attaching to the Warrants (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 available to be issued under the Issue Mandate Total	As at the Latest Practicable Date Number of Shares Approximate % 77,030,276 10.16 1,000 0.0001 30,000 0.0040 681,354,811 89.84 — — 758,416,087 100.00	Upon full utilisation of the Issue Mandate and none of the subscription rights attaching to the Warrants are exercised (assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM) Number of Shares Approximate % 77,030,276 8.46 1,000 0.0001 30,000 0.0033 681,354,811 74.87 151,683,217 16.67 910,099,304 100.00	Upon full utilisation of the Issue Mandate and the full exercise of the subscription rights attaching to the Warrants (assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM) Number of Shares Approximate % 177,030,276 17.53 1,000 0.0001 30,000 0.0030 681,354,811 67.45 151,683,217 15.02 1,010,099,304 100.00	Upon full utilisation of the Issue Mandate and the full exercise of the subscription rights attaching to the Warrants (assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM) Number of Shares Approximate % 177,030,276 17.53 1,000 0.0001 30,000 0.0030 681,354,811 67.45 151,683,217 15.02 1,010,099,304 100.00
				100.00

– 8 –

LETTER FROM THE BOARD

Notes:

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 the SFO. Pursuant to the warrant subscription agreement dated 29 May 2012 entered by the Company and the subscriber, Max Sun Enterprises Limited, the subscriber was issued with an aggregate of 100,000,000 Warrants at the issue price of HK$0.02 per Warrant conferring the rights to subscribe for an aggregate of 100,000,000 Shares at the exercise price of HK$1.05 per Share (subject to adjustment upon the occurrence of certain adjustment events). Each Warrant carries the right to subscribe for one Share. The subscription rights are exercisable within sixty months from the date of the issue of the Warrants.
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 shareholding of the existing public Shareholders would decrease from approximately 89.84% as at the Latest Practicable Date to:

(i) approximately 74.87% upon full utilisation of the Issue Mandate and none of the subscription rights attaching to the Warrants are exercised (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 shareholding of the existing public Shareholders represents a dilution of approximately 14.97%; and
(ii) approximately 67.45% upon full utilisation of the Issue Mandate and the full exercise of the subscription rights attaching to the Warrants (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 shareholding of the existing public Shareholders represents a dilution of approximately 22.39%.

Taking into account that the Refreshment of Existing General Mandate (i) allows the Company to raise capital by allotment and issuance of new Shares before the next annual general meeting; (ii) provides more flexibility and options of financing to the Group for future business development as well as for other potential future investments as and when such opportunities arises; and (iii) ensures that the Company has sufficient general mandate to raise funds to maintain its competitiveness in the industry, if so required, and the shareholdings of all Shareholders in the Company will be diluted in proportion to their respective shareholdings upon any utilisation of the Issue Mandate, until the general mandate is approved in the next annual general meeting, it is fair and reasonable for the Board to hold the view that the potential dilution to the shareholding of the public Shareholders as mentioned above is acceptable.

LISTING RULES IMPLICATIONS

Pursuant to Rule 13.36(4)(a) of the Listing Rules, any controlling Shareholders and their respective associates, or where there are no controlling Shareholders, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour 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 shall abstain from voting in favour of the relevant resolution(s) to approve the Refreshment of Existing General Mandate at the SGM.

– 9 –

LETTER FROM THE BOARD

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 0.0001% of the total issued share capital of the Company. Therefore, Mr. Cheng Ming Kit and his associates (if any) shall abstain from voting in favour of the relevant resolution(s) to approve the Refreshment of Existing General Mandate at the SGM.

As at the Latest Practicable Date, Max Sun Enterprises Limited, a substantial Shareholder by way of interest in and was entitled to exercise control over the voting rights of 77,030,276 Shares, representing approximately 10.16% of the total issued share capital of the Company, is considered to be an associate of Mr. Cheng Kam Chiu, Stewart, who is an executive Director and chairman of the Company. Accordingly, Max Sun Enterprises Limited and its associates shall also abstain from voting in favour of the relevant resolution(s) to approve the Refreshment of Existing General Mandate at the SGM.

The Board has been advised by Mr. Cheng Ming Kit and Max Sun Enterprises Limited, together with their respective associates that they have no intention to vote against the relevant resolution(s) to approve the Refreshment of the Existing General Mandate at the SGM.

Pursuant to Rule 13.39(4) of the Listing Rules, the relevant resolution to be approved in respect of 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 22 to 24 of this circular. The SGM will be convened and held at 3/F Nexxus Building, 77 Des Voeux Road Central, Hong Kong on 15 March 2013 at 10:30 a.m., at which, the relevant resolution(s) will be proposed to the Independent Shareholders to consider and, if thought fit, to approve the Refreshment of Existing General Mandate.

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 accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer agent 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 adjourned thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

RECOMMENDATION

Having considered the reasons as set out herein, the Board holds the view that the Refreshment of Existing General Mandate is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Independent Shareholders to vote in favour of the relevant resolution(s) to approve the Refreshment of Existing General Mandate to be proposed at the SGM.

– 10 –

LETTER FROM THE BOARD

Your attention is drawn to the letter from Donvex Capital, which contains its advice to the Independent Board Committee and the Independent Shareholders in regards to the Refreshment of Existing General Mandate. The text of the letter from Donvex Capital is set out on pages 13 to 21 of this circular.

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

– 11 –

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)

22 February 2013

To the Independent Shareholders

Dear Sir or Madam,

PROPOSED REFRESHMENT OF EXISTING GENERAL MANDATE

We refer to the circular of the Company to the Shareholders dated 22 February 2013 (the ‘‘Circular’’), of which this letter forms part. Unless the context otherwise requires, capitalised terms used herein shall 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 Donvex Capital, the Independent Financial Adviser, as set out on pages 13 to 21 of the Circular and the letter from the Board as set out on pages 4 to 11 of the Circular in respect of the Refreshment of Existing General Mandate.

Having considered, among other things, the factors and reasons considered by, and the advice of the Independent Financial Adviser as set out in the letter from Donvex Capital, and the view of the Board, we hold the view 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 relevant resolution(s) 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

– 12 –

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:

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

22 February 2013

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 22 February 2013 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 for 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, 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 chief executive officer of the Company, is interested in 1,000 Shares, representing approximately 0.0001% of the issued share capital of the Company. Mr. Cheng Ming Kit, and his respective associates (if any) shall abstain from voting in favour of the resolutions approving the grant of the 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.

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LETTER FROM DONVEX CAPITAL

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 77,030,276 Shares of the Company, representing approximately 10.31% 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 and its associates shall also be required to abstain from voting at the SGM in favour 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 Board has been advised by Mr. Cheng Ming Kit and Max Sun Enterprises Limited, together with their respective associates that they have no intention to vote against the resolutions to approve the Refreshment of the Existing General Mandate as set out in the notice of the SGM.

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 in depth 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

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LETTER FROM DONVEX CAPITAL

conditions, may affect or change our opinion and we have no obligation to update this opinion 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 annual general meeting of the Company held on 14 May 2012, the Shareholders approved, amongst others, an ordinary resolution to grant the Directors a general mandate to issue, allot and deal with up to 108,892,417 new Shares (‘‘2012 General Mandate’’), representing 20% of the total issued share capital of the Company as at the date of the annual general meeting of the Company held on 14 May 2012.

As set out in the announcement of the Company dated 13 September 2012, the Purchaser and the Vendor entered into the Sale and Purchase Agreement, pursuant to which the Purchaser conditionally agreed to acquire and the Vendor conditionally agreed to sell the Sale Share, representing the entire issued share capital of the Target Company at the total consideration of HK$54,475,000. Part of the said total consideration, as HK$38,475,000 shall be satisfied by way of the issue of the Convertible Notes by the Company to the Vendor and/or its nominee(s) upon Completion. 42,750,000 of new Shares shall 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, no Convertible Notes has been issued by the Company.

As set out in the announcement of the Company dated 20 December 2012, the Company entered into a placing agreement with Orient Securities Limited (‘‘Orient Securities’’). Pursuant to which, Orient Securities had conditionally agreed to place, on best effort basis, to not less

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LETTER FROM DONVEX CAPITAL

than six independent placees for up to 35,000,000 new Shares under the Existing General Mandate at a price of HK$0.91 per new Share, for and on behalf of the Company. On 14 January 2013, the placing was completed and total of 35,000,000 new Shares had been successfully placed under the Existing General Mandate to not less than six independent placees.

As set out in the announcement of the Company dated 18 January 2013, the Company entered into a placing agreement with Orient Securities. Pursuant to which, Orient Securities had conditionally agreed to place, on best effort basis, to not less than six independent placees for up to 22,000,000 new Shares under the Existing General Mandate at a price of HK$0.91 per new Share, for and on behalf of the Company. On 29 January 2013, the placing was completed and a total of 22,000,000 new Shares had been successfully placed under the Existing General Mandate to not less than six independent placees.

2. Reasons for the refreshment of Existing General Mandate

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LETTER FROM DONVEX CAPITAL

Financial performance of the Group

According to the 2012 interim report of the Group (‘‘IR2012’’), the revenue of the Group for the six months ended 30 June 2012 was approximately HK$127.17 million (31 December 2011: approximately HK$14.11 million), representing an increase of approximately 801.07%. The Group recorded a loss attributable to shareholders of approximately HK$5.82 million (30 June 2011: a loss of approximately HK$33.23 million). The net loss was mainly due to the net effect of (i) the gain on termination of sub-contracting agreement of approximately HK$28.8 million; (ii) the administrative expenses of approximately HK$31.3 million; and (iii) the finance costs of approximately HK$3.5 million. Administrative expenses of the Group for the six months ended 30 June 2012, which mainly comprised legal and professional expenses, consultancy fees, staff costs and travelling expenses, amounted to HK$31.34 million (for the six months ended 30 June 2011: HK$39.72 million), representing a decrease of HK$8.38 million.

As for the asset and liability position of the Group, the net asset value of the Group had remained relatively stable from 31 December 2011 to 30 June 2012. Nevertheless, there had been a reduction in the Group’s bank balances and cash of approximately 1.91% from approximately HK$41.03 million as at 31 December 2011 to approximately HK$40.25 million as at 30 June 2012.

Business and future plans of the Group

As quoted from IR2012, as an integrated natural resources company, the Group aims to deliver significant growth in cash flow and reserves to the Shareholders by focusing on establishing and developing its existing operations, and will look for valuable business opportunities at the same time. The Group’s existing projects are strategically located in geologically favourable regions in the Noroeste basin in the Province of Salta, Argentina and in the States of Louisiana, Utah and Alaska of the United States of America, with existing production activities and abundant growth potential in oil & gas reserves. 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 natural resources business, including general trading business, oil exploration and

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LETTER FROM DONVEX CAPITAL

exploitation business, and energy and natural resources related business, which require significant working capital to operate efficiently and effectively. 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 decreased cash position of the Group; (iii) the future development 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 as at
Date of				the Latest
announcement	Event	Net proceeds raised	Intended use of proceeds	Practicable Date
25 January 2013	Placing of new shares	Approximately	For general working capital	Not yet utilised.
	under general mandate	HK$13.11 million	and for financing future	The proceeds are
			investment opportunities	deposited at bank
				and expected to be
				utilised as intended
18 January 2013	Placing of new shares	Approximately	For general working capital	Not yet utilised.
	under general mandate	HK$19.14 million	and for financing future	The proceeds are
			investment opportunities	deposited at bank
				and expected to be
				utilised as intended
20 December 2012	Placing of new shares	Approximately	For general working capital	Use as intended
	under general mandate	HK$30.48 million	and for financing future
			investment opportunities
30 August 2012	Placing of new shares	Approximately	For general working capital	Use as intended
	under specific mandate	HK$89.20 million	purpose and for financing
			future investment
29 May 2012	Subscription of unlisted	Approximately	For general working capital of	For general working
	warrants under the	HK$1.7 million	the Group	capital of the Group
	specific mandate

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.

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LETTER FROM DONVEX CAPITAL

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.

The Directors consider that the Refreshment of Existing General Mandate would (i) provide the company to raise capital by allotment and issuance of new Shares before the next annual general meeting; (ii) provide more flexibility and options of financing to the Group for future business development as well as for other potential future investments; (iii) provide the Shareholders of the Company a dilution effect in proportion to their respective shareholdings upon any utilization of the Issue Mandate; and (iv) ensure the Company to have sufficient general mandate to raise funds to maintain its competitiveness in the industry, if so required, until the general mandate is approved in the next annual general meeting. In view of the above, the Directors are of the view that the Refreshment of Existing General Mandate is fair and reasonable, where we concur with the Directors’ views.

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. The Group has not officially negotiated with any banks regarding the application of bank borrowings. 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. In view of the loss position of the Group as at 30 June 2012, the Directors consider that the chance of approval of bank borrowings is low. Furthermore, the application of bank borrowings may be subject to lengthy due diligence and negotiations with banks. In addition, in light of debt financing will usually incur an interest burden on the Group, the Directors consider debt financing to be relatively uncertain and time-consuming 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.

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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 available to be issued under the Issue Mandate Total Notes:	As at the Latest Practicable Date Number of Shares Approximate % 77,030,276 10.16 1,000 0.0001 30,000 0.0040 681,354,811 89.84 — — 758,416,087 100.00	Upon full utilisation of the Issue Mandate and none of the subscription rights attaching to the Warrants are exercised (assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM) Number of Shares Approximate % 77,030,276 8.46 1,000 0.0001 30,000 0.0033 681,354,811 74.87 151,683,217 16.67 910,099,304 100.00	Upon full utilisation of the Issue Mandate and the full exercise of the subscription rights attaching to the Warrants (assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM) Number of Shares Approximate % 177,030,276 17.53 1,000 0.0001 30,000 0.0030 681,354,811 67.45 151,683,217 15.02 1,010,099,304 100.00	Upon full utilisation of the Issue Mandate and the full exercise of the subscription rights attaching to the Warrants (assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM) Number of Shares Approximate % 177,030,276 17.53 1,000 0.0001 30,000 0.0030 681,354,811 67.45 151,683,217 15.02 1,010,099,304 100.00
				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 the SFO. Pursuant to the Warrant subscription agreement dated 29 May 2012 entered by the Company and the subscriber, Max Sun Enterprises Limited, the subscriber was issued with an aggregate of 100,000,000 Warrants at the issue price of HK$0.02 per Warrant conferring the rights to subscribe for an aggregate of 100,000,000 Shares at the exercise price of HK$1.05 per Share (subject to adjustment upon the occurrence of certain adjustment events). Each Warrant carries the right to subscribe for one Share. The subscription rights are exercisable within sixty months from the date of the issue of the Warrants.
Mr. Cheng Ming Kit is an executive Director and Mr. Fung Siu To, Clement is an independent nonexecutive Director.

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LETTER FROM DONVEX CAPITAL

The table above illustrates that the shareholdings of the existing public Shareholders would decrease from approximately 89.84% as at the Latest Practicable Date to:

(i) approximately 74.87% upon full utilisation of the Issue Mandate and none of the subscription rights attaching to the Warrants are exercised (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 14.97%; and
(ii) approximately 67.45% upon full utilisation of the Issue Mandate and the full exercise of the subscription rights attaching to the Warrants (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 22.39% 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.

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

– 21 –

NOTICE OF SGM

==> picture [101 x 65] intentionally omitted <==

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

(incorporated in Bermuda with limited liability)

(Stock Code: 00166)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (‘‘SGM’’) of New Times Energy Corporation Limited (the ‘‘Company’’) will be convened and held at 3/F, Nexxus Building, 77 Des Voeux Central, Hong Kong on 15 March 2013 at 10:30 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘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 of the Company (the ‘‘Directors’’) during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and 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;
(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 (as defined in paragraph (d) below) 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 of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the byelaws of the Company, or (iv) the exercise of the outstanding conversion rights attaching and to any convertible securities issued by the Company, which are
For identification purposes only

– 22 –

NOTICE OF SGM

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 of 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 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).

‘‘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, 22 February 2013

Registered office: Head office and principal place Clarendon House of business in Hong Kong: 2 Church Street Room 1007–8, 10/F, Hamilton HM 11 New World Tower 1 Bermuda 18 Queen’s Road Central Central, Hong Kong

– 23 –

NOTICE OF SGM

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 and transfer agent 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.

– 24 –

AI assistant

GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2013

49098_rns_2013-02-21_b67a4ef9-5f6b-4480-8dca-c7ddcfc064fd.pdf

PROPOSED REFRESHMENT OF EXISTING GENERAL MANDATE AND NOTICE OF SPECIAL GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

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

PROPOSED REFRESHMENT OF EXISTING GENERAL MANDATE AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

LETTER FROM THE BOARD

PROPOSED REFRESHMENT OF THE EXISTING GENERAL MANDATE

Background of the Refreshment of Existing General Mandate

LETTER FROM THE BOARD

Reasons for the Refreshment of Existing General Mandate

Issue Mandate

Equity fund raising activities in the past twelve months

Change in shareholding structure of the Company

LISTING RULES IMPLICATIONS

SGM

RECOMMENDATION

RESPONSIBILITY STATEMENT

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

PROPOSED REFRESHMENT OF EXISTING GENERAL MANDATE

REFRESHMENT OF EXISTING GENERAL MANDATE

INTRODUCTION

LETTER FROM DONVEX CAPITAL

BASIS OF OUR ADVICE

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background of the refreshment of Existing General Mandate

LETTER FROM DONVEX CAPITAL

2. Reasons for the refreshment of Existing General Mandate

Financial performance of the Group

Business and future plans of the Group

LETTER FROM DONVEX CAPITAL

3. Equity fund raising activities in the past twelve months

4. Financial flexibility

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 RESOLUTION

‘‘THAT:

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 2013

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[*]