GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2013

Feb 18, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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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 15 March 2013 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT:

• (a) the execution of the acquisition and the supplemental agreement both dated 12 November 2012 and the second supplementary agreement dated 10 December 2012 (collectively the ‘‘Acquisition Agreement’’, a copy of which is marked ‘‘A’’, ‘‘B’’ and ‘‘C’’ respectively and initialed by the chairman of the SGM for identification purpose and tabled at the SGM) entered into between 深圳中港新時代能源有限公司 (Shen Zhen Sino Hong Kong New Time Energy Corporation Limited*), an indirectly whollyowned subsidiary of the Company (the ‘‘Purchaser’’), and Mr. Zhu ZhiQing (朱志清), Mr. Su RongLi (蘇榮利), and Mr. Tang Feng (唐烽) (the ‘‘Vendors’’), pursuant to which the Purchaser has conditionally agreed to procure the Company to issue and the Vendors have conditionally agreed to subscribe for the convertible bonds in the maximum principal amount of HK$39,800,000 (equivalent to approximately RMB32,000,000), with the right to convert at the initial conversion price of HK$1.00 (subject to adjustments) per conversion share (the ‘‘Convertible Bonds’’), and all transactions (if applicable, including the supplemental agreement anticipated by the Company as indicated in page 29 of this circular) contemplated thereunder be and are hereby approved, ratified and confirmed;

• For identification purpose only

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• (b) the creation and issue by the Company of the Convertible Bonds to the Vendors in accordance with the terms and conditions of the Acquisition Agreement and the terms and conditions of the Convertible Bonds attached to the Acquisition Agreement and all transactions thereunder be and are hereby approved, ratified and confirmed;

• (c) the issue and allotment of up to 39,680,000 new ordinary shares of the Company at the initial conversion price of HK$1.00 each (subject to adjustments) which may fall to be issued upon the exercise of the conversion rights attaching to the Convertible Bonds be and are hereby approved, ratified and confirmed; and

• (d) the directors of the Company (the ‘‘Directors’’) are hereby authorised to do all such acts and things (including, without limitation, signing, executing (under hand or under seal), perfecting and delivering all agreements, documents and instruments) which are in their opinion, necessary, appropriate, desirable or expedient to implement or to give effect to the terms of the Acquisition Agreement and all transactions contemplated thereunder and all other matters incidental thereto or in connection therewith and to agree to and make such variation, amendment and waiver of any of the matters relating thereto or in connection therewith that are, in the opinion of the Directors, not material to the terms of the Acquisition Agreement and all transactions contemplated thereunder and are in the interests of the Company.’’

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

Hong Kong, 19 February 2013

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

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• (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.

As at the date of this announcement, the Board comprises seven Directors, of which three are executive Directors, namely Mr. Cheng Kam Chiu, Stewart, Mr. Cheng Ming Kit and Mr. Sun Jiang Tian; one non-executive Director, namely Mr. Wong Man Kong, Peter; and three independent non-executive Directors, namely Mr. Chan Chi Yuen, Mr. Fung Siu To, Clement and Mr. Chiu Wai On.

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