GoFintech Quantum Innovation Limited - Proxy Solicitation & Information Statement 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

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

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

==> 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)

MAJOR TRANSACTION CONCERNING SUBSCRIPTION AGREEMENT AND

SALE AND PURCHASE AGREEMENT AND NOTICE OF SPECIAL GENERAL MEETING

Financial adviser to the Company

==> picture [129 x 53] intentionally omitted <==

A notice convening the special general meeting to be held at 3/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Monday, 22 December 2014 at 10:30 a.m. is set out on pages 68 and 69 of this circular. Whether or not you are able to attend the special general meeting, you are strongly urged to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon, and to lodge them with the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at 22/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the special general meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so wish.

For identification purpose only

5 December 2014

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I	— Financial information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31
Appendix II	— General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34
Appendix III — Valuation Report of the Disposal Group . . . . . . . . . . . . . . . . . . . . . . . . . .		44
Appendix IV — Report from KPMG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		63
Appendix V	— Report from Wallbanck Brothers Securities (Hong Kong)
	Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	65
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		68

– i –

DEFINITIONS

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

‘‘Actual Profit’’ the actual after-tax profit of Shine Great for the corresponding financial year
‘‘Actual Revenue’’ the actual revenue of Shine Great for the corresponding financial year
‘‘Announcement’’ the joint announcement of the Company and Blue Sky dated 7 October 2014 in respect of the Disposal, the Subscription Agreement, the Sale and Purchase Agreement and the transactions contemplated thereunder
‘‘Blue Sky’’ Blue Sky Power Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are primary listed on the main board of the Stock Exchange (stock code: 6828) and secondary listed on the Singapore Exchange (Singapore stock code: UQ7)
‘‘Blue Sky Share(s)’’ ordinary share(s) of HK$0.055 each (previously stated as HK$0.55 each in the Announcement prior to the Blue Sky Share Subdivision), as adjusted upon the Blue Sky Share Subdivision, in the share capital of Blue Sky
‘‘Blue Sky Share Subdivision’’
the subdivision of each Blue Sky Share into 10 Subdivided Shares approved by the shareholders at the Blue Sky’s special general meeting convened on 8 October 2014 and became effective on 15 October 2014
‘‘Board’’ the board of Directors
‘‘Business Day(s)’’
a day (excluding Saturday, Sunday and other general holidays in Hong Kong and any day on which a tropical cyclone warning no. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a ‘‘black’’ rainstorm warning is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks in Hong Kong are generally open for business
‘‘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’’ collectively Subscription Completion and Disposal Completion

– 1 –

DEFINITIONS

‘‘Consideration Adjustment Clause’’
adjustment(s) to Disposal Consideration II in case of any shortfall between (i) the Revenue Guarantee and the Actual Revenue and/or (ii) the Profit Guarantee and the Actual Profit of the Shine Great Group in the financial year ending 31 December 2015, details of which are set out on page 19 of this circular
‘‘Conversion Price’’ HK$0.379 (previously stated as HK$3.79 in the Announcement prior to the Blue Sky Share Subdivision) per Conversion Share as adjusted upon the Blue Sky Share Subdivision, subject to further adjustment as set out and in accordance with the terms and conditions of the Convertible Bonds
‘‘Conversion Shares’’
collectively the maximum 562,124,690 (previously stated as 56,212,469 in the Announcement prior to the Blue Sky Share Subdivision) Blue Sky Shares, as adjusted upon the Blue Sky Share Subdivision, to be issued and allotted by Blue Sky under the conversion right attaching to the Convertible Bonds I and Convertible Bonds II at the Conversion Price, in the aggregate principal amount of HK$77,805,108 and HK$135,240,151 respectively, pursuant to the Sale and Purchase Agreement
‘‘Convertible Bonds’’
collectively Convertible Bonds I and Convertible Bonds II
‘‘Convertible Bonds I’’ the convertible bonds in a principal amount of HK$77,805,108 to be issued by Blue Sky at the Conversion Price in favour of the Company and/or Total Belief and/or its nominee(s) (as the Company and/or Total Belief may direct in writing) within 10 Business Days after the Disposal Completion Date I with nil interest for a conversion period of 3 years from the date of issue
‘‘Convertible Bonds II’’ the convertible bonds in a principal amount of HK$135,240,151 to be issued by Blue Sky at the Conversion Price in favour of the Company and/or Total Belief and/or its nominee(s) (as the Company and/or Total Belief may direct in writing) within 10 Business Days after the Disposal Completion Date II with nil interest for a conversion period of 3 years from the date of issue
‘‘Director(s)’’
the director(s) of the Company

– 2 –

DEFINITIONS

‘‘Disposal’’

the proposed subscription of the Subscription Shares by Goldlink pursuant to the terms and conditions of the Subscription Agreement and the proposed disposal of the Sale Shares by Total Belief to Goldlink pursuant to the terms and conditions of the Sale and Purchase Agreement

‘‘Disposal Completion’’
collectively Disposal Completion I and Disposal Completion II
‘‘Disposal Completion I’’
the completion of Transaction I pursuant to the Sale and Purchase Agreement
‘‘Disposal Completion II’’
the completion of Transaction II pursuant to the Sale and Purchase Agreement
‘‘Disposal Completion Date I’’
within 7 Business Days after the fulfilment of all the Disposal Conditions Precedent I as set out in the Sale and Purchase Agreement or such other date as may be agreed by Total Belief and Goldlink in writing
‘‘Disposal Completion Date II’’
within 7 Business Days after the satisfaction of all the Disposal Conditions Precedent II as set out in the Sale and Purchase Agreement or such other date as may be agreed by Total Belief and Goldlink in writing
‘‘Disposal Conditions Precedent I’’
the conditions precedent of Transaction I, details of which are set out in the subsection headed ‘‘Disposal Conditions Precedent I for Transaction I’’ on page 14 of this circular
‘‘Disposal Conditions Precedent II’’
the conditions precedent of Transaction II, details of which are set out in the subsection headed ‘‘Disposal Conditions Precedent II for Transaction II’’ on page 17 of this circular
‘‘Disposal Consideration’’ collectively Disposal Consideration I and Disposal Consideration II
‘‘Disposal Consideration I’’
HK$94,805,108 payable by Goldlink to Total Belief in the manners as set out in the subsection headed ‘‘Disposal Consideration I and payment terms for Transaction I’’ on page 13 in this circular
‘‘Disposal Consideration II’’
up to a maximum of HK$135,240,151 payable by Goldlink to Total Belief in the manners as set out in the subsection headed ‘‘Disposal Consideration II and payment terms for Transaction II’’ on page 16 in this circular
‘‘Disposal Group’’
Shine Great and its subsidiaries

– 3 –

DEFINITIONS

‘‘Disposal Long Stop Date I’’ 31 March 2015 or such other date as Total Belief and Goldlink may agree in writing for fulfilment of Disposal Conditions Precedent I
‘‘Disposal Long Stop Date II’’ 30 June 2016 or such other date as Total Belief and Goldlink may agree in writing for fulfilment of Disposal Conditions Precedent II
‘‘Further Supplemental MOU’’
the further supplemental memorandum of understanding entered into between Total Belief and Goldlink on 20 February 2014
‘‘Goldlink’’
Goldlink Capital Limited, a company incorporated in the British Virgin Islands with limited liability, a direct wholly owned subsidiary of Blue Sky
‘‘Group’’ the Company and its subsidiaries
‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong
‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China
‘‘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
‘‘Initial Earnest Money’’ a sum of HK$2,000,000 paid in cash by Goldlink to Total Belief on 11 June 2013 pursuant to the terms and conditions of the MOU and the Supplemental MOU
‘‘Latest Practicable Date’’ 3 December 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange
‘‘MOU’’ the memorandum of understanding entered into between Total Belief and Goldlink on 7 February 2013

‘‘PRC’’ the People’s Republic of China (for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region and Taiwan)

– 4 –

DEFINITIONS

‘‘Profit Guarantee’’
the after-tax profit of the Disposal Group that Total Belief guaranteed to Goldlink pursuant to the Sale and Purchase Agreement for the financial year ending 31 December 2015, subject to adjustments to be mutually agreed by Total Belief and Goldlink in writing from time to time, details of which are set out in the subsection headed ‘‘Revenue Guarantee and Profit Guarantee for Transaction II’’ on page 19 of this circular
‘‘Revenue Guarantee’’
the revenue of the Disposal Group that Total Belief guaranteed to Goldlink pursuant to the Sale and Purchase Agreement for the financial year ending 31 December 2015, subject to adjustment(s) to be mutually agreed by Total Belief and Goldlink in writing from time to time, details of which are set out in the subsection headed ‘‘Revenue Guarantee and Profit Guarantee for Transaction II’’ on page 19 of this circular
‘‘RMB’’ Renminbi, the lawful currency of the PRC
‘‘Sale and Purchase Agreement’’ the agreement dated 7 October 2014 entered into between Total Belief and Goldlink relating to the Disposal
‘‘Sale Shares’’ collectively Sale Shares I and Sale Shares II
‘‘Sale Shares I’’ 3,646,210 Shine Great Shares
‘‘Sale Shares II’’ 4,900,000 Shine Great Shares
‘‘Second Earnest Money’’ a sum of HK$12,000,000 paid in cash by Goldlink to Total Belief on 20 February 2014 pursuant to the terms and conditions of the Further Supplemental MOU
‘‘SFC’’ the Securities and Futures Commission of Hong Kong
‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
‘‘SGM’’
special general meeting to be convened by the Company on Monday, 22 December 2014 in relation to the Disposal
‘‘Share(s)’’ ordinary share(s) of HK$0.01 each in the share capital of the Company
‘‘Shareholder(s)’’ holder(s) of the Shares

– 5 –

DEFINITIONS

‘‘Shine Great’’
Shine Great Investments Limited, a company incorporated in the British Virgin Islands with limited liability, a direct wholly owned subsidiary of Total Belief and an indirect wholly owned subsidiary of the Company
‘‘Shine Great Share(s)’’
ordinary share(s) of US$1.00 each in the share capital of Shine Great
‘‘Singapore Exchange’’

The Singapore Exchange Securities Trading Limited

‘‘Specific Mandate’’
the specific mandate for the allotment and issue of the Conversion Shares to be granted to the directors of Blue Sky by the shareholders at the special general meeting convened by Blue Sky
‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited

‘‘Subscription’’ the proposed subscription of Subscription Shares by Goldlink for a total consideration of RMB30,000,000 (equivalent to approximately HK$37,800,000)
‘‘Subscription Agreement’’
the subscription agreement entered into between Shine Great and Goldlink on 7 October 2014 in relation to the Subscription
‘‘Subscription Completion’’ the completion of the Subscription pursuant to the terms and conditions of the Subscription Agreement
‘‘Subscription Completion Date’’ the 7[th] Business Day after the fulfilment of all the conditions precedent as set out in the Subscription Agreement or such other date as may be agreed by Shine Great and Goldlink in writing
‘‘Subscription Consideration’’
being an aggregate sum of RMB30,000,000 (equivalent to approximately HK$37,800,000) payable in cash by Goldlink to Shine Great and/or its nominee(s) upon Subscription Completion
‘‘Subscription Long Stop Date’’
31 March 2015 or such other date as Shine Great and Goldlink may agree in writing
‘‘Subscription Shares’’
1,453,790 shares to be issued by Shine Great pursuant to the terms and conditions of the Subscription Agreement
‘‘subsidiaries’’
has the meaning ascribed to it under the Listing Rules
‘‘Supplemental MOU’’
the supplemental memorandum of understanding entered into between Total Belief and Goldlink on 11 June 2013

– 6 –

DEFINITIONS

‘‘Takeovers Code’’ The Codes on Takeovers and Mergers and Share Buy-backs issued by the SFC

‘‘Total Belief’’ Total Belief Limited, a company incorporated in the British Virgin Islands with limited liability, a direct wholly owned subsidiary of the Company
‘‘Transaction I’’ the proposed disposal of the Sale Shares I pursuant to the Sale and Purchase Agreement
‘‘Transaction II’’ the proposed disposal of the Sale Shares II pursuant to the Sale and Purchase Agreement
‘‘%’’ per cent.

For the purpose of this circular, all amounts denominated in RMB have been translated (for information only) into HK$ using the exchange rate of RMB1.00 : HK$1.26. Such translation shall not be construed as a representation that amount of RMB was or may have been converted.

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

– 7 –

LETTER FROM THE BOARD

==> 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)

Executive Directors:

Mr. Cheng Kam Chiu, Stewart (Chairman) Mr. Cheng Ming Kit (Chief Executive Officer)

Non-executive Director:

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

Mr. Heffner, Paul Lincoln

Independent Non-executive Directors:

Mr. Wong Man Kong, Peter Mr. Chan Chi Yuen

Mr. Yung Chun Fai, Dickie

Mr. Chiu Wai On

Head office and principal place of business in Hong Kong: Room 1402, 14/F New World Tower I 16–18 Queen’s Road Central Hong Kong

5 December 2014

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION CONCERNING SUBSCRIPTION AGREEMENT AND

SALE AND PURCHASE AGREEMENT AND

NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the Announcement dated 7 October 2014 in relation to the Subscription Agreement and the Sale and Purchase Agreement.

For identification purpose only

– 8 –

LETTER FROM THE BOARD

The purpose of this circular is to give you (i) further information in respect of the Disposal; and (ii) the notice of SGM and the proxy form at which an ordinary resolution will be proposed to consider and, if thought fit, approve the Disposal and the transactions contemplated thereunder.

I. THE SUBSCRIPTION AGREEMENT

The principal terms of the Subscription Agreement are summarised below:

Date

7 October 2014

Parties

(1) Issuer: Shine Great Investments Limited, an indirect wholly owned subsidiary of the Company
(2) Subscriber: Goldlink Capital Limited, a direct wholly owned subsidiary of Blue Sky

Subscription Shares

A total of 1,453,790 Subscription Shares represents approximately 17.01% of the enlarged issued share capital of 8,546,210 Shine Great Shares as immediately before the Subscription Completion, and approximately 14.54% of the enlarged issued share capital of 10,000,000 Shine Great Shares as being further enlarged by the Subscription Shares, on the assumption that the share enlargement in accordance with the details set out in the subsection headed ‘‘Conditions Precedent’’ here below is completed.

Subscription Consideration and Method of Payment

Upon Subscription Completion, Subscription Consideration of an aggregate sum of RMB30,000,000 (equivalent to approximately HK$37,800,000) shall be payable in cash by Goldlink to Shine Great and/or its nominee(s).

Bases of the Subscription Consideration

The Subscription Consideration has been arrived at after arm’s length negotiations between Goldlink and Total Belief and was determined with reference to the followings:

(i) the preliminary valuation of the Disposal Group prepared by Roma Appraisals Limited, an independent valuer;
(ii) the historical financial performance and net asset value of the Disposal Group; and
(iii) the business development and future prospects of the Disposal Group.

– 9 –

LETTER FROM THE BOARD

The Directors consider that the terms and conditions of the Subscription Agreement (including the Subscription Consideration) are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

Conditions Precedent

Subscription Completion shall be subject to the following conditions being satisfied on or before the Subscription Long Stop Date:

(i) Disposal Completion I having been fulfilled;
(ii) no takeover implication or obligation having been triggered under the Takeovers Code;
(iii) no ‘‘reverse takeover’’ (as defined under the Listing Rules) having been triggered or ruled by the Listing Committee/Division of the Stock Exchange;
(iv) all necessary approvals, permits and consents from any relevant governmental and regulatory authority and third parties including but not limited to those from the Stock Exchange and/or the SFC (if applicable and necessary) having been obtained in relation to (i) the Subscription, the execution of the Subscription Agreement and the transactions contemplated thereunder; and (ii) the sale and purchase of the Sale Shares, the execution of the Sale and Purchase Agreement and the transactions contemplated thereunder;
(v) the Listing Committee of the Stock Exchange and the Singapore Exchange (if applicable and necessary) granting the listing of, and permission to deal in, the Conversion Shares as stipulated in the Sale and Purchase Agreement;
(vi) all necessary approvals, permits and consents from the respective board of directors of Blue Sky and Goldlink (if applicable and necessary) having been obtained by passing resolution(s) by the board of directors of Blue Sky and Goldlink respectively, in relation to (i) the Subscription, the execution of the Subscription Agreement and the transactions contemplated thereunder; (ii) the sale and purchase of the Sale Shares, the execution of the Sale and Purchase Agreement and the transactions contemplated thereunder;
(vii) all necessary approvals, permits and consents from the respective board of directors of the Company, Total Belief and Shine Great (if applicable and necessary) having been obtained by passing resolution(s) by the board of directors of the Company, Total Belief and Shine Great respectively, in relation to (i) the Subscription, the execution of the Subscription Agreement and the transactions contemplated thereunder; (ii) the sale and purchase of the Sale Shares, the execution of the Sale and Purchase Agreement and the transactions contemplated thereunder;

– 10 –

LETTER FROM THE BOARD

(viii)all necessary approvals, permits and consents from the shareholders of Blue Sky and Goldlink (if applicable and necessary) respectively having been obtained from relevant special general meeting of Blue Sky and general meeting of Goldlink respectively (if applicable and necessary), in relation to (i) the Subscription, the execution of the Subscription Agreement and the transactions contemplated thereunder; (ii) the sale and purchase of the Sale Shares, the execution of the Sale and Purchase Agreement and the transactions contemplated thereunder;
(ix) all necessary approvals, permits and consents from the shareholders of the Company and Total Belief (if applicable and necessary) respectively having been obtained from the SGM and general meeting of Total Belief (if applicable and necessary) in relation to (i) the Subscription, the execution of the Subscription Agreement and the transactions contemplated thereunder; and (ii) the sale and purchase of the Sale Shares, the execution of the Sale and Purchase Agreement and the transactions contemplated thereunder;
(x) Goldlink being satisfied with the results of the due diligence exercise on each member of the Disposal Group, including but not limited to its respective businesses, assets, liabilities, operations, financial, legal or other status which Goldlink thinks necessary and appropriate to conduct;
(xi) Goldlink being satisfied with the relevant valuation report on the Disposal Group by an independent valuer specified by Goldlink;
(xii) the issued share capital of Shine Great having been increased from 100 Shine Great Shares to 8,546,210 Shine Great Shares by way of capitalization of shareholder’s loan of Shine Great to the satisfaction of Goldlink;
(xiii)Shine Great having confirmed in writing that from the date of signing of the Subscription Agreement, there has not been any abnormal operations nor any material adverse change in the business, positions (including assets, financial and legal status), operations, performance or assets, or any undisclosed material potential risks in respect of the Disposal Group;
(xiv)Shine Great shall procure or cause to be procured all the interest of land use rights of Jinyang refilling station project having been obtained;
(xv) Shine Great shall ensure that its relevant subsidiaries have obtained relevant projects as their wholly owned projects or joint venture projects, including 16 projects for liquefied natural gas/compressed natural gas stations for vehicles and vessels, gas provision to industrial parks and gas provision to modernized household communities, of which 12 and 4 projects are located in Guizhou province and Jiangsu province of the PRC respectively; and
(xvi)all necessary approvals and consents for the Sale and Purchase Agreement and the carrying out of all transactions contemplated thereunder be obtained by Shine Great, Total Belief, the Company, Goldlink and Blue Sky.

– 11 –

LETTER FROM THE BOARD

Goldlink is entitled to waive all or any of the conditions above, apart from (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above, at its absolute discretion by way of written notice to Shine Great. None of the conditions has been fulfilled as at the Latest Practicable Date.

If the above conditions precedent are not fulfilled (or waived, as the case maybe) on or before the Subscription Long Stop Date, the obligations of Shine Great and Goldlink under the Subscription Agreement shall forthwith cease and terminate and neither Shine Great nor Goldlink shall have any claim against the other party, save for any antecedent breach pursuant to the Subscription Agreement.

Shine Great and Goldlink undertake, and in favour of the other party, to exercise its best endeavours to procure the fulfilment of the above conditions precedent that are within its obligations to perform before the Subscription Long Stop Date, including without limitation, by making all necessary applications and the timely supply of information to the Stock Exchange and the SFC and other relevant governmental or regulatory authorities (if applicable).

Subscription Completion Date

Subscription Completion shall take place simultaneously with Disposal Completion I under the Sale and Purchase Agreement on the 7[th] Business Day after the fulfilment of all the conditions precedent referred to above (or such other date as may be agreed by Shine Great and Goldlink in writing).

II. THE SALE AND PURCHASE AGREEMENT

The principal terms of the Sale and Purchase Agreement are summarised below:

Date

7 October 2014

Parties

(1) Vendor: Total Belief Limited, a direct wholly owned subsidiary of the Company
(2) Purchaser: Goldlink Capital Limited, a direct wholly owned subsidiary of Blue Sky

– 12 –

LETTER FROM THE BOARD

(A) Transaction I — Disposal of Sale Shares I

(i) Assets to be disposed for Transaction I

The Sale Shares I, representing 36.46% of the enlarged issued share capital of Shine Great of 10,000,000 Shine Great Shares on the assumption that the Subscription Completion being satisfied in accordance with details set out in the subsection headed ‘‘Disposal Conditions Precedent I for Transaction I’’.

(ii) Disposal Consideration I and payment terms for Transaction I

Disposal Consideration I shall be amounted to HK$94,805,108 payable by Goldlink to Total Belief in the following manner:

(i) a sum of HK$2,000,000 has been paid in cash by Goldlink to Total Belief as Initial Earnest Money on 11 June 2013 pursuant to the terms and conditions of the MOU and the Supplemental MOU;
(ii) a sum of HK$12,000,000 has been paid in cash by Goldlink to Total Belief as Second Earnest Money on 20 February 2014 pursuant to the terms and conditions of the Further Supplemental MOU;
(iii) a sum of HK$3,000,000 has been paid in cash by Goldlink to Total Belief and/ or its nominee(s) (as Total Belief may direct in writing) upon execution of the Sale and Purchase Agreement; and
(iv) a sum of HK$77,805,108 shall be payable by issue of the relevant Convertible Bonds I in the principal amount of HK$77,805,108 by Blue Sky to Total Belief in favour of the Company and/or Total Belief and/or its nominee(s) (as the Company and/or Total Belief may direct in writing) within 10 Business Days after the Disposal Completion Date I.

Bases of the Disposal Consideration I for Transaction I

Disposal Consideration I has been arrived at after arm’s length negotiations between Blue Sky, the Company, Goldlink and Total Belief and was determined with reference to the followings:

(i) the preliminary valuation of the Disposal Group prepared by Roma Appraisals Limited, an independent valuer;
(ii) the historical financial performance and net asset value of the Disposal Group; and
(iii) the business development and future prospects of the Disposal Group.

The Directors consider that the Disposal Consideration I and the terms of the Sale and Purchase Agreement are fair and reasonable, on normal commercial terms and are in the interests of the Company and the Shareholders as a whole.

– 13 –

LETTER FROM THE BOARD

(iii) Disposal Conditions Precedent I for Transaction I

Disposal Completion I is conditional upon satisfaction of all of the following conditions by Disposal Long Stop Date I:

(i) the completion of the Subscription Agreement and the transactions contemplated thereunder;
(ii) no takeover implication or obligation having been triggered under the Takeovers Code;
(iii) no ‘‘reverse takeover’’ (as defined under the Listing Rules) having been triggered or ruled by the Listing Committee/Division of the Stock Exchange;
(iv) no implication or obligation (including but not limited to trading halt and/or suspension of trading of shares) on the Company or Blue Sky concerning sufficiency of operations or assets and/or cash company issue under all relevant Listing Rules (including but not limited to Rules 13.24 and 14.82 of the Listing Rules) having been triggered or ruled by the Listing Committee/ Division of the Stock Exchange;
(v) Goldlink being satisfied with the results of the due diligence exercise on each member of the Disposal Group, including but not limited to its respective businesses, assets, liabilities, operations, financial, legal or other status which Goldlink thinks necessary and appropriate to conduct;
(vi) Goldlink being satisfied with the relevant valuation report on Shine Great by an independent valuer specified by Goldlink;
(vii) the board of directors of Goldlink having approved and authorised the Sale and Purchase Agreement and the transactions contemplated thereunder;
(viii)the board of directors of Blue Sky having approved and authorised the Sale and Purchase Agreement and the transactions contemplated thereunder, the issue of the Convertible Bonds and the allotment and issue of the Conversion Shares by Blue Sky under the Specific Mandate;
(ix) the Board having approved and authorised the Sale and Purchase Agreement and the transactions contemplated thereunder;
(x) the board of directors of Total Belief having approved and authorised the Sale and Purchase Agreement and the transactions contemplated thereunder;
(xi) the passing of the necessary resolution(s) by the shareholders of Blue Sky at the relevant special general meeting approving the Sale and Purchase Agreement and the transactions contemplated thereunder, and the allotment and issue of the Conversion Shares by Blue Sky under the Specific Mandate;

– 14 –

LETTER FROM THE BOARD

(xii) the passing of the necessary resolution(s) by the Shareholders at the relevant SGM approving the Sale and Purchase Agreement and the transactions contemplated thereunder;
(xiii)the Listing Committee of the Stock Exchange and the Singapore Exchange granting the listing of, and permission to deal in, the Conversion Shares;
(xiv)none of the undertakings, negative pledges, warranties and representations of Total Belief contained in the Sale and Purchase Agreement having been breached in any material respect or being misleading or untrue in any material respect;
(xv) all necessary governmental and regulatory approvals or consents (or waivers), including but not limited to those from the Stock Exchange, the SFC, the Singapore Exchange and/or other authority, required by Total Belief, Goldlink, the Company and Blue Sky or any of them for the consummation of the transactions contemplated under the Sale and Purchase Agreement having been obtained;
(xvi)all necessary third party approvals or consents (or waivers) required by Total Belief, Goldlink, the Company and Blue Sky or any of them for the consummation of the transactions contemplated under the Sale and Purchase Agreement having been obtained;
(xvii)Total Belief having confirmed in writing that from the date of signing of the Subscription Agreement and/or the Sale and Purchase Agreement, there has not been any abnormal operations nor any material adverse change in the business, positions (including assets, financial and legal status), operations, performance or assets, or any undisclosed material potential risks in respect of the Disposal Group;
(xviii)Total Belief shall procure or cause to be procured all the interest of land use rights of Jinyang refilling station project having been obtained;
(xix)the relevant subsidiaries of Disposal Group having obtained relevant projects as their wholly owned projects or joint venture projects, including 16 projects for liquefied natural gas/compressed natural gas stations for vehicles and vessels, gas provision to industrial parks and gas provision to modernized household communities, of which 12 and 4 projects are located in Guizhou province and Jiangsu province of the PRC respectively; and
(xx) Total Belief shall increase or cause to increase the Shine Great Shares from 100 shares to 8,546,210 shares by way of capitalisation of the shareholder’s loan of Shine Great to the satisfaction of Goldlink.

– 15 –

LETTER FROM THE BOARD

Goldlink is entitled to waive all or any of the conditions above, apart from (ii), (iii), (iv), (vii), (viii), (ix), (x), (xi), (xii), (xiii), (xv), (xvi), (xvii) and (xviii) above, at its absolute discretion by way of written notice to Total Belief. None of the conditions has been fulfilled as at the Latest Practicable Date.

Each party undertakes, in favour of the other party, to exercise its best endeavours to procure the fulfillment of the Disposal Conditions Precedent I that are within its obligations to perform before the Disposal Long Stop Date I, including without limitation, by making all necessary applications and the timely supply of information to the Stock Exchange and the SFC and other relevant government or regulatory authorities.

If any of the above conditions precedent has not been fulfilled by Disposal Long Stop Date I, either Total Belief or Goldlink shall be entitled to rescind the Sale and Purchase Agreement by giving written notice to the other whereupon the relevant provisions of the Sale and Purchase Agreement shall from such date have no further force and effect and no party to the Sale and Purchase Agreement shall have any liability under them (without prejudice to the rights of the parties to the Sale and Purchase Agreement in respect of any antecedent breaches).

(iv) Disposal Completion I for Transaction I

Subject to the fulfillment and satisfaction of all the Disposal Conditions Precedent I by the Disposal Long Stop Date I, Disposal Completion I shall take place simultaneously with Subscription Completion under Subscription Agreement on or before 5:00 p.m. on the Disposal Completion Date I or at such other date as may be agreed by Total Belief and Goldlink in writing.

(B) Transaction II — Disposal of Sale Shares II

(i) Assets to be acquired/disposed for Transaction II

The Sale Shares II, representing 49% of the enlarged issued share capital of Shine Great of 10,000,000 Shine Great Shares, on the assumption that the completion of share enlargement and the Subscription Completion being satisfied in accordance with details set out in the subsection headed ‘‘Disposal Conditions Precedent II for Transaction II’’.

(ii) Disposal Consideration II and payment terms for Transaction II

Disposal Consideration II of up to HK$135,240,151 shall be satisfied by Blue Sky within 10 Business Days after Disposal Completion Date II in the following manners:

(i) Subject to and after the fulfillment and satisfaction of Disposal Condition Precedent II by the Disposal Long Stop Date II, and upon an independent auditor having reviewed the Actual Revenue and Actual Profit on or before 30 June 2016 or such other dates as Total Belief and Goldlink may from time to time agree in writing, subject to the Consideration Adjustment Clause, a maximum of HK$135,240,151 shall be payable by Blue Sky to Total Belief by

– 16 –

LETTER FROM THE BOARD

issue of the Convertible Bonds II in favour of the Company and/or Total Belief and/or its nominee(s) (as the Company and/or Total Belief may direct in writing) within 10 Business Days after Disposal Completion Date II.

(ii) Total Belief and Goldlink may, at their absolute discretion and by mutual agreement in writing, amend Disposal Consideration II from time to time.

Bases of the Disposal Consideration II for Transaction II

The Disposal Consideration II has been arrived at after arm’s length negotiations between Blue Sky, the Company, Goldlink and Total Belief and was determined with reference to the followings:

(i) the preliminary valuation of the Disposal Group prepared by Roma Appraisals Limited, an independent valuer;
(ii) the historical financial performance and net asset value of the Disposal Group;
(iii) the business development and future prospects of the Disposal Group; and
(iv) the Revenue Guarantee and the Profit Guarantee.

The Directors consider that the Disposal Consideration II and the terms of the Sale and Purchase Agreement are fair and reasonable and on normal commercial terms and are in the interests of the Company and the Shareholders as a whole.

(iii) Disposal Conditions Precedent II for Transaction II

Disposal Completion II is conditional upon satisfaction of all of the following conditions by Disposal Long Stop Date II:

(i) Disposal Completion I having been fulfilled;
(ii) no takeover implication or obligation having been triggered under the Takeovers Code;
(iii) no ‘‘reverse takeover’’ (as defined under the Listing Rules) having been triggered or ruled by the Listing Committee/Division of the Stock Exchange;
(iv) no implication or obligation (including but not limited to trading halt and/or suspension of trading of shares) on the Company or Blue Sky concerning sufficiency of operations or assets and/or cash company issue under all relevant Listing Rules (including but not limited to Rules 13.24 and 14.82 of the Listing Rules) having been triggered or ruled by the Listing Committee/ Division of the Stock Exchange;
(v) the board of directors of Goldlink having approved and authorised the Sale and Purchase Agreement and the transactions contemplated thereunder;

– 17 –

LETTER FROM THE BOARD

(vi) the board of directors of Blue Sky having approved and authorised the Sale and Purchase Agreement and the transactions contemplated thereunder, the issue of the Convertible Bonds by Blue Sky, and the allotment and issue of the Conversion Shares by Blue Sky under the Specific Mandate;
(vii) the respective board of directors of Total Belief and the Company having approved and authorised the Sale and Purchase Agreement and the transactions contemplated thereunder;
(viii)the passing of the necessary resolution(s) by the shareholders of Blue Sky at the relevant special general meeting approving the Sale and Purchase Agreement and the transactions contemplated thereunder, and the allotment and issue of the Conversion Shares by Blue Sky under the Specific Mandate;
(ix) the passing of the necessary resolution(s) by the Shareholders at the SGM approving the Sale and Purchase Agreement and the transactions contemplated thereunder;
(x) the Listing Committee of the Stock Exchange and the Singapore Exchange granting the listing of, and permission to deal in, the Conversion Shares;
(xi) all necessary governmental and regulatory approvals or consents (or waivers), including but not limited to those from the Stock Exchange, the SFC, the Singapore Exchange and/or other authority, required by Total Belief, Goldlink, the Company and Blue Sky or any of them for the consummation of the transactions contemplated under the Sale and Purchase Agreement having been obtained;
(xii) all necessary third party approvals or consents (or waivers) required by Total Belief, Goldlink, the Company and Blue Sky or any of them for the consummation of the transactions contemplated under the Sale and Purchase Agreement having been obtained; and
(xiii)the unaudited consolidated management accounts of the Disposal Group for the financial year ending 31 December 2015 becoming available.

Goldlink is entitled to waive all or any of the conditions above, apart from (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) and (xii) above, at its absolute discretion by way of written notice to Total Belief. None of the conditions has been fulfilled as at the Latest Practicable Date.

Each party undertakes, and in favour of the other party, to exercise its best endeavours to procure the fulfilment of the Disposal Conditions Precedent II that are within its obligations to perform before the Disposal Long Stop Date II, including without limitation, by making all necessary applications and the timely supply of information to the Stock Exchange and the SFC and other relevant government or regulatory authorities.

– 18 –

LETTER FROM THE BOARD

(iv) Revenue Guarantee and Profit Guarantee for Transaction II

Details of the Revenue Guarantee are as follows:

(i) for the financial year ending 31 December 2015, the revenue of the Disposal Group shall not be less than RMB80,000,000 for the whole financial year or not be less than an average of RMB6,666,667 per month during the financial year.

Details of the Profit Guarantee are as follows:

(ii) for the financial year ending 31 December 2015, the after-tax profit of the Disposal Group shall not be less than RMB12,000,000 for the whole financial year or not be less than an average of RMB1,000,000 per month during the financial year.

Consideration Adjustment Clause for Transaction II

In case of any shortfall between the Revenue Guarantee and the Actual Revenue and/or the Profit Guarantee and the Actual Profit for the financial year ending 31 December 2015:

(i) if the said shortfall between the Revenue Guarantee and the Actual Revenue and/or the Profit Guarantee and the Actual Profit is within 20%, there shall be a 1% reduction over Disposal Consideration II from HK$135,240,151 to HK$133,887,749 payable by Goldlink to Total Belief; and
(ii) if the said shortfall between the Revenue Guarantee and the Actual Revenue and/or the Profit Guarantee and the Actual Profit is over 20%, there shall be a 2% reduction over Disposal Consideration II from HK$135,240,151 to HK$132,535,348 payable by Goldlink to Total Belief.

(v) Disposal Completion II for Transaction II

Subject to the fulfillment of all Disposal Condition Precedent II by the Disposal Long Stop Date II, Disposal Completion II shall take place by the 5:00 p.m. of Disposal Completion Date II or such other date as may be agreed by Total Belief and Goldlink in writing.

(C) Principal Terms of the Convertible Bonds to be issued by Blue Sky

The principal terms of the Convertible Bonds are summarized below:

Principal amount : An aggregate principal amount of maximum up to HK$213,045,259 Maturity date : Third anniversary of the date of issue (‘‘Maturity Date’’) Interest : Nil

– 19 –

LETTER FROM THE BOARD

Conversion Price:

: The Conversion Price of HK$0.379 per Conversion Share of 562,124,690 as adjusted upon the Blue Sky Share Subdivision, subject to further adjustments as set out and in accordance with the terms and conditions of the Convertible Bonds, which represents:
(i) a discount of approximately 9.76% to the closing price of HK$0.42 per Share (as adjusted on the assumption that the Blue Sky Share Subdivision has become effective on 15 October 2014) as quoted on the Stock Exchange on the date of the Sale and Purchase Agreement;
(ii) a discount of approximately 5.25% to the average closing price of HK$0.40 per Share (as adjusted on the assumption that the Blue Sky Share Subdivision has become effective on 15 October 2014) as quoted on the Stock Exchange for the last 5 consecutive trading days immediately prior to the date of the Sale and Purchase Agreement;
(iii) the average closing price of approximately HK$0.379 per Share(as adjusted on the assumption that the Blue Sky Share Subdivision has become effective on 15 October 2014) as quoted on the Stock Exchange for the last 10 consecutive trading days immediately prior to the date of the Sale and Purchase Agreement; and
(iv) a premium of approximately 501.59% to the net asset value attributable to owners of Blue Sky of HK$0.063 per Blue Sky Share, calculated based on the unaudited consolidated net asset of HK$284,385,000 as at 30 June 2014 and 4,514,591,030 Blue Sky Shares (as adjusted on the assumption that the Blue Sky Share Subdivision has become effective on 15 October 2014) in issue as at the date of the Sale and Purchase Agreement.

The Conversion Price for the Convertible Bonds was determined after arm’s length negotiations between Blue Sky and the Company, with reference to the prevailing market price of the Blue Sky Shares.

– 20 –

LETTER FROM THE BOARD

Adjustment events

: The Conversion Price shall from time to time be adjusted upon occurrences of certain events, including but not limited to the followings:
- (i) consolidation or sub-division of Blue Sky Shares;
- (ii) capitalisation of profits;
- (iii) capital distribution;
- (iv) issue of Blue Sky Shares by way of rights, options and warrants at a price which is less than 80% of the market price at the date of the Announcement of the terms of the offer or grant;
- (v) issue of any securities if and whenever Blue Sky shall issue wholly for cash which are convertible into, exchangeable for or carry rights of subscription for Blue Sky Shares at an effective price which is less than 80% of the market price at the date of the Announcement of the terms of issue of such securities;
- (vi) modification of rights of conversion or exchange or subscription attaching to any such securities so that the effective price will be less than 80% of the market price at the date of the Announcement of the proposal to modify such rights of conversion or exchange or subscription;
- (vii) issue of Blue Sky Shares wholly for cash at more than 20% discount to the market price of such Shares; and
- (viii)issue of Blue Sky Shares for acquisition of asset at more than 20% discount to the market price of such Blue Sky Shares.
Conversion Shares : Based on the Conversion Price of HK$0.379 per Conversion Share, as adjusted upon the Blue Sky Share Subdivision, a maximum number of 562,124,690 new Blue Sky Shares, as adjusted upon the Blue Sky Share Subdivision, will be allotted and issued upon exercised in full of the conversion rights attaching to the Convertible Bonds, which represent:
- (i) approximately 12.45% of the total issued share capital of Blue Sky as at the date of the Announcement; and

– 21 –

LETTER FROM THE BOARD

(ii) approximately 11.07% of the total issued share capital of Blue Sky as enlarged by the allotment and issue of the Conversion Shares upon exercise in full of the conversion rights attaching to Convertible Bonds as at the date of the Announcement.

The Conversion Shares shall be allotted and issued under the Specific Mandate to be granted to the directors of Blue Sky by the shareholders of Blue Sky at the relevant special general meeting.

Conversion rights

: Each holder of the Convertible Bonds shall have the right to exercise during the Conversion Period (as defined below) to convert the whole or any part (in multiples of HK$500,000) of the outstanding principal amount of the Convertible Bonds held by such holder of the Convertible Bonds into such number of Conversion Shares as will be determined by dividing the principal amount of the Convertible Bonds to be converted by the Conversion Price in effect on the date of conversion. No fraction of a Blue Sky Share shall be issued on conversion of the Convertible Bonds and no cash adjustments will be made.

Conversion Restrictions :

Upon exercise of the conversion rights attaching to the Convertible Bonds,
(i) the holders of Convertible Bonds and their respective associates, together with parties acting in concert (as defined in the Takeovers Code) with them, will not trigger a mandatory offer obligation under Rule 26 of the Takeovers Code; and
(ii) the public float of Blue Sky will not be unable to meet the relevant requirements under the Listing Rules.
Conversion Period : The period commencing from the date of issue of the Convertible Bonds and ending on the day which falls on the third anniversary of the date of issue of the Convertible Bonds.
Early Redemption : Blue Sky shall not be entitled to redeem all or part of the outstanding Convertible Bonds prior to the Maturity Date.

Further, according to the instrument constituting the Convertible Bonds, the holders of the Convertible Bonds do not have the right to early redemption of all or part of the outstanding Convertible Bonds prior to the Maturity Date.

– 22 –

LETTER FROM THE BOARD

Ranking : The Conversion Shares shall rank pari passu in all respects among themselves and with all other existing Blue Sky Shares outstanding at the date of conversion and all Conversion Shares shall include rights to participate in all dividends and other distributions.
Transferability : Any transfer of the Convertible Bonds shall be in respect of the whole or any part (in multiples of HK$500,000) of the principal amount of the Convertible Bonds.
Further, according to the instrument constituting the Convertible Bonds, the Convertible Bonds must not be transferred to any person, firm or company which is a connected person (as defined in the Listing Rules) of Blue Sky except in compliance with the applicable requirements under the Listing Rules and the Takeovers Code.
Application for listing : No application will be made by Blue Sky to the Stock Exchange for listing of the Convertible Bonds. Application will be made by Blue Sky to the Listing Committee for the listing of, and permission to deal in, the Conversion Shares.
Notice of conversion by : Blue Sky may, upon request by the holders of the other bondholders Convertible Bonds in writing, notify the holders of the Convertible Bonds about the conversion of the Convertible Bonds of Blue Sky by other bondholders within 14 Business Days from the date of receipt of the relevant conversion notice.

The Board will from time to time review the price of the Blue Sky Shares and the market conditions and the financial position of the Group, and will consider whether it is beneficial to the Company to convert the Convertible Bonds and dispose the Conversion Shares should the opportunities arise and the Company will comply with the shareholders’ approval requirement and other relevant requirements under the Listing Rules when the Company converts the Convertible Bonds and/or disposes the Conversion Shares, if applicable.

– 23 –

LETTER FROM THE BOARD

SHAREHOLDING STRUCTURE OF SHINE GREAT BEFORE AND AFTER COMPLETION

(a) Shareholding structure of Shine Great as at the date of the circular:

==> picture [127 x 208] intentionally omitted <==

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

New Times Energy
Corporation Limited
100%
Total Belief Limited
100%
Shine Great
Investment Limited
----- End of picture text -----

(b) Shareholding structure of Shine Great immediately after Subscription Completion and Disposal Completion I:

==> picture [285 x 209] intentionally omitted <==

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

New Times Energy Blue Sky Power
Corporation Limited Holding Limited
100% 100%
Goldlink Capital
Total Belief Limited
Limited
49% 51%
Shine Great
Investment Limited
----- End of picture text -----

– 24 –

LETTER FROM THE BOARD

(c) Shareholding structure of Shine Great immediately after Subscription Completion, Disposal Completion I and Disposal Completion II:

==> picture [127 x 208] intentionally omitted <==

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

Blue Sky Power
Holding Limited
100%
Goldlink Capital
Limited
100%
Shine Great
Investment Limited
----- End of picture text -----

INFORMATION ON THE COMPANY

The Company is incorporated in Bermuda with limited liability. The principal activity of the Company is investment holding and its subsidiaries are mainly engaged in (i) trading of oil products; (ii) exploration of natural resources; (iii) oil exploration and production; and (iv) distribution of natural gas. Upon Subscription Completion and Disposal Completion I, the Company will reduce its indirect interest in the Disposal Group to 49%, and the Disposal Group will cease to be subsidiaries of the Company. The Group, after Subscription Completion and Disposal Completion I, will cease to be engaged in the distribution of natural gas business.

To the best knowledge, information and belief of the Directors, and having made all reasonable enquiries, Blue Sky and Goldlink are Independent Third Parties.

INFORMATION ON TOTAL BELIEF

Total Belief is a company incorporated in the British Virgin Islands with limited liability and a direct wholly owned subsidiary of the Company. The principal activity of Total Belief is investment holding and its subsidiaries are mainly engaged in (i) trading of oil products; (ii) exploration of natural resources; (iii) oil exploration and production; and (iv) distribution of natural gas.

To the best knowledge, information and belief of the directors of Total Belief, and having made all reasonable enquiries, Blue Sky and Goldlink are third parties independent of, and not connected with, Total Belief and its connected person.

– 25 –

LETTER FROM THE BOARD

INFORMATION ON SHINE GREAT

Shine Great is a company incorporated in the British Virgin Islands with limited liability. As at the date of this circular, Shine Great is an indirect wholly owned subsidiary of the Company and a direct wholly owned subsidiary of Total Belief. Shine Great, through its subsidiaries in the PRC, holds certain natural gas projects in Jiangsu Province and Guizhou Province, such as liquefied natural gas (LNG)/compressed natural gas (CNG) stations for vehicles and natural gas supply projects to industrial parks and household communities.

To the best knowledge, information and belief of the directors of Shine Great, and having made all reasonable enquiries, Blue Sky and Goldlink are third parties independent of, and not connected with, Shine Great and its connected person.

INFORMATION ON BLUE SKY

Blue Sky is a company incorporated in Bermuda with limited liability. The principal activity of Blue Sky is investment holding and its subsidiaries are principally engaged in (i) sales and distribution of natural gas and other related products; (ii) sales of book products; and (iii) sales of specialised products.

INFORMATION ON GOLDLINK

Goldlink is a company incorporated in the British Virgin Islands with limited liability. Goldlink is a wholly owned subsidiary of Blue Sky. Its subsidiaries are principally engaged in (i) sales and distribution of natural gas and other related products; (ii) sales of book products; and (iii) sales of specialised products.

FINANCIAL INFORMATION OF THE DISPOSAL GROUP

Set out below summarizes the unaudited financial information of the Disposal Group for the financial period ended 31 December 2012 and the financial year ended 31 December 2013:

	For the financial
	period from
	2 March 2012 (date of	For the financial
	incorporation) to		year ended
	31 December 2012	31	December 2013
	HK$’000		HK$’000
Turnover	—		1,085
Losses before taxation	(7,135)		(17,303)
Losses after taxation	(7,135)		(17,303)
	As at		As at
	31 December 2012	31	December 2013
	HK$’000		HK$’000
Net assets/(liabilities)	1,088		(38,274)

– 26 –

LETTER FROM THE BOARD

FINANCIAL EFFECTS OF THE DISPOSAL ON THE GROUP

Upon Subscription Completion and Disposal Completion I, the Company will reduce its indirect interest in the Disposal Group to 49%, and the Disposal Group will cease to be subsidiaries of the Company. As such, the assets, liabilities and results of the Disposal Group will no longer be consolidated into the Group’s financial statements.

The Company expects a net gain of approximately HK$16,000,000, calculated based on the Disposal Consideration less the estimated unaudited net asset value of Disposal Group as at 30 June 2014 after taking into account the capitalization of shareholder’s loan and the Subscription, will recognise to the consolidated statement of profit or loss of the Company on the Disposal. As at 30 June 2014, the Disposal Group had net liabilities of approximately HK$55,909,000 and shareholder’s loan of approximately HK$248,931,000. By assuming that the shareholder’s loan is capitalized as of 30 June 2014, the net asset value of the Disposal Group will be at approximately HK$193,022,000.

USE OF PROCEEDS BY THE COMPANY

After deducting professional fees in connection with the Disposal and the restructuring, it is estimated that the net proceeds from the Disposal calculated based on the Disposal Consideration would be approximately HK$15,000,000 (‘‘Net Proceeds’’). The Company intends to use the Net Proceeds from the Disposal as general working capital and funding of investment as and when suitable opportunities arise. As at the date of this circular, the Company does not have any specific investment plan which requires the use of the Net Proceeds from the Disposal.

REASONS FOR AND BENEFITS OF THE DISPOSAL FOR THE COMPANY

The Group primarily operates in trading of oil products, exploration of natural resources, oil exploration and production and distribution of natural gas. The Disposal Group consists of business in relation to:

. LNG/CNG stations for vehicles
. natural gas provision to industrial parks
. natural gas provision to household communities

The Directors believe that the Disposal represents a good opportunity for the Group to realize the value of the Disposal Group and craft out its loss making business segment. The Group will receive Net Proceeds of approximately HK$15,000,000 calculated based on the Disposal Consideration after realizing the Disposal Group and it will allow the Group to focus on its upstream oil and gas business segment.

– 27 –

LETTER FROM THE BOARD

In view of the above, the Directors consider the Disposal and the entering of the Subscription Agreement and the Sale and Purchase Agreement and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

RISK FACTORS

Set out below are the potential risks in connection with the Disposal. Additional risks and uncertainties not presently known to the Directors, or not expressed or implied below, or that the Directors currently deem immaterial, may also adversely affect the Group’s business, operating results and financial condition in a material aspect.

(A) Assumptions and bases of the valuation report on Disposal Group may not be valid and sustainable

The valuation report on the Disposal Group contained in this circular was compiled by Roma Appraisals Limited based on certain assumptions and bases. The said assumptions and bases may not be valid nor sustainable and therefore may affect the said valuation significantly and substantially.

(B) There may be unidentified risks relating to the Disposal

The Group may not be able to identify all material risks associated with the Disposal due to inherent limitations of due diligence, including, among other things, unforeseen contingent risks that may not become apparent until in the future.

LISTING RULES IMPLICATION

Major Transaction for the Company

Since certain applicable percentage ratios as set out in the Listing Rules for the Disposal are more than 25% but all of them are less than 75%, the Disposal constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, Announcement and Shareholders’ approval requirements under the Listing Rules.

Abstain from voting

Mr. Cheng Ming Kit, Executive Director and the Chief Executive Officer of the Company, is also an executive director and the chairman of Blue Sky. Mr. Cheng Ming Kit holds a total of approximately 0.45% equity interest of the Company and a total of approximately 5.45% equity interest of Blue Sky as at the date of this circular.

Therefore, Mr. Cheng Ming Kit is considered to be materially interested in the Disposal and the transactions contemplated under the Subscription Agreement and the Sale and Purchase Agreement, and (i) he is required to abstain from voting on the resolution(s) proposed to be passed by the Board for ratifying and approving the Subscription Agreement and the Sale and Purchase Agreement and the transactions contemplated thereunder; and (ii) he and his

– 28 –

LETTER FROM THE BOARD

associates are therefore required to abstain from voting on the resolution(s) proposed to be passed at the SGM for ratifying and approving the Disposal and the transactions contemplated under the Subscription Agreement and the Sale and Purchase Agreement.

SGM

The SGM will be held for considering and, if thought fit, passing the ordinary resolution to approve the Subscription Agreement, the Sale and Purchase Agreement and the transactions contemplated thereunder. A notice convening the SGM to be held at 3/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Monday, 22 December 2014 at 10:30 a.m. is set out on pages 68 to 69 of this circular.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible but 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 if you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, the ordinary resolution set out in the notice of the SGM will be decided by poll. An announcement of the poll results will be made after the SGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Board considers that the terms and conditions of the Subscription Agreement and Sale and Purchase Agreement are fair and reasonable and the Disposal is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the resolution as set out in the notice of the SGM.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

– 29 –

LETTER FROM THE BOARD

WARNING NOTICE

As the Disposal is subject to the fulfillment of a number of conditions precedent and may or may not proceed, shareholders and potential investors should exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

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

– 30 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

Details of the financial information of the Group for each of three years ended 31 December 2011, 2012 and 2013 and the six months ended 30 June 2014 are disclosed in the annual reports of the Company for the years ended 31 December 2011, 2012 and 2013 and the interim report of the Company for the six months ended 30 June 2014. These annual reports and interim report are published on the website of the Stock Exchange (http://www.hkexnews.hk) and the website of the Company (http://www.nt-energy.com):

. annual report of the Company for the year ended 31 December 2011 published on 11 April 2012 (pages 34–145);
. annual report of the Company for the year ended 31 December 2012 published on 16 April 2013 (pages 34–153);
. annual report of the Company for the year ended 31 December 2013 published on 23 April 2014 (pages 51–192); and
. interim report of the Company for the six months ended 30 June 2014 published on 5 September 2014 (pages 4–42).

2. STATEMENT OF INDEBTEDNESS

Borrowings

As at 31 October 2014, being the latest practicable date prior to the printing of this circular for the purpose of this indebtedness statement, the Group had outstanding borrowings of approximately HK$432,767,000, details of which are as follows:

	HK$’000
Unsecured and unguaranteed
— Other borrowings	128,022
— Promissory notes	32,046
— Convertible notes	80,703
— Bonds	191,721
— Obligation under finance leases	275
Authorised or created but unissued
— Bonds	266,000

Contingent liabilities

As at 31 October 2014, being the latest practicable date prior to the printing of this circular for the purpose of this indebtedness statement, save as disclosed in the section headed ‘‘Litigation’’ on page 37 in this circular, no member of the Group is engaged in any litigation or claims of material importance known to the Directors to be pending or threatened against any members of the Group.

– 31 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Save as aforesaid and apart from intra-group liabilities, the Group did not, as at 31 October 2014, have any material outstanding (i) debt securities, whether issued and outstanding, authorised or otherwise created but unissued, and term loans, whether guaranteed, unguaranteed, secured (whether the security is provided by the Company or by third parties) or unsecured; (ii) other borrowings or indebtedness in the nature of borrowings including bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits or hire purchase commitments, whether guaranteed, secured or unsecured; (iii) mortgage or charges; or (iv) guarantees or other contingent liabilities.

3. WORKING CAPITAL

The Directors are of the opinion that, after due and careful enquiry and taking into account (i) the Group’s financial resources (including but not limited to the internally generated revenue and funds) and the effect of the Disposal; (ii) the Group being able to complete the Disposal in the second quarter of the year 2015 and, whenever necessary, dispose the Convertible Bonds in the market upon receipt; (iii) the Group being able to extend the repayment dates of an aggregate of approximately HK$53 million convertible notes for a period of not less than 12 months; and (iv) the Group being able to raise funds by way of equity financing for a sum not less than HK$113.9 million during the forecast period, the Group has sufficient working capital to satisfy its present requirements for the next twelve months following the date of this circular in the absence of unforeseeable circumstances.

4. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2013, being the date to which the latest published audited consolidated financial statements of the Group were made up, save and except as disclosed in the announcement of the Company dated 14 August 2014 in respect of the profit warning.

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The Group is principally engaged in: (i) trading of oil products; (ii) exploration of natural resources; (iii) oil exploration and production; and (iv) distribution of natural gas. In order to streamline the Group’s corporate structure and cement its upstream asset base, after the Disposal completed, the Group will cease to participate in the distribution of natural gas business, and will focus on the remaining business, as well as looking around the world for potential investment opportunities.

– 32 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

For the year ended 31 December 2013, the net loss of the Group amounted to approximately HK$31.82 million, while net loss of the Disposal Group amounted to approximately HK$17.30 million, which representing 54.37% of the net loss of the Group. For the six months ended 30 June 2014, the net loss of the Group amounted to approximately HK$47.66 million, while net loss of the Disposal Group amounted to approximately HK$17.56 million, while representing 36.84% of the net loss of the Group.

Upon the Disposal completed, the financial position and financial result, as well as cash flows, of the Group are expected to be improved.

Upstream business

The Group will drill exploratory wells in the Morillo block to examine and identify for oil and gas reserves as planned, and also, continue workover the wells in the Palmar Largo to enhance the present production level.

Trading business

The Group will continue operate in its resources-related trading business and devote more efforts to restore and unlock growth potential of the business.

– 33 –

GENERAL INFORMATION

APPENDIX II

1. 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.

2. DISCLOSURE OF INTERESTS

Director’s interests and short positions in the securities of the Company and its associated corporations

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executives of the Company or their respective associates in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which are required to be (i) notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) recorded in the register required to be maintained by the Company pursuant to Section 352 of the SFO; or (iii) notified to the Company or the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules (the ‘‘Model Code’’) were as follows:

Long positions in the securities

					Approximate
					% of
		Share		Total	issued share
Name of Director	Capacity	options	Shares	interests	capital held
Mr. Cheng Kam Chiu, Stewart	Beneficial	6,172,000	—	6,172,000	0.45
	owner
Mr. Cheng Ming Kit	Beneficial	6,172,000	1,000	6,173,000	0.45
	owner
Mr. Heffner, Paul Lincoln	Beneficial	6,172,000	—	6,172,000	0.45
	owner
Mr. Wong Man Kong, Peter	Beneficial	617,000	—	617,000	0.04
	owner
Mr. Chan Chi Yuen	Beneficial	617,000	—	617,000	0.04
	owner
Mr. Yung Chun Fai, Dickie	Beneficial	617,000	—	617,000	0.04
	owner
Mr. Chiu Wai On	Beneficial	617,000	—	617,000	0.04
	owner

– 34 –

GENERAL INFORMATION

APPENDIX II

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executives of the Company had any interests or, short positions in Shares, underlying Shares and debentures of the Company and any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be: (i) notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which the Directors or the chief executives of the Company were taken or deemed to have under such provisions of the SFO); or (ii) recorded in the register kept by the Company pursuant to section 352 of the SFO; or (iii) notified to the Company and the Stock Exchange pursuant to the Model Code.

As at the Latest Practicable Date, so far as was known to any Director or chief executive of the Company, none of the Directors is a director or employee of a company, which has an interest or short position in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

Arrangements to acquire Shares or debentures

Except for the share options held by the Directors as mentioned above, as at the Latest Practicable Date, none of the Company or any of its subsidiaries, its holding companies or any subsidiary of its holding companies was a party to any arrangements to enable the Directors to acquire benefits by means of the acquisition of Shares in, or debentures of, the Company or any other body corporate.

Substantial Shareholder’s interests

So far as was known to the Directors, as at the Latest Practicable Date, the following persons (not being Directors or chief executive of the Company) had, or were deemed to have, interest or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or who were directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group or had any options in respect of such capital:

Long positions in securities

			Approximate
			% of issued
		Total	share capital
Name of Shareholder	Capacity	Interests	held
Max Sun Enterprises Limited	Beneficially	364,147,110	26.29
(‘‘Max Sun’’) (Note (i))	owned
Chow Tai Fook Nominee Limited	Interests in a	364,147,110	26.29
(‘‘CTFNL’’) (Note (ii))	controlled
	corporation

– 35 –

GENERAL INFORMATION

APPENDIX II

Notes:

(i) The entire issued share capital of Max Sun is legally and beneficially owned by CTFNL.
(ii) So far as is known to the directors, CTFNL is in turn controlled by Dato’ Dr. Cheng Yu Tung. As such, CTFNL and Dato’ Dr. Cheng Yu Tung are deemed to have interests in the said shares for the purpose of the SFO.

Interests in other members of the Group

Name of member			Approximate %
of the Group	Place of incorporation	Name of shareholder	of shareholding
High Luck Group Ltd.	Argentina	South American Hedge Fund	18%
Tartagal Oriental and		LLC
Morillo UTE
United Resources Trading	British Virgin Islands	Amax Enterprising Limited	49%
Limited
New Phoenix Global	British Virgin Islands	Ms. Lin Ruxiang	27%
Limited
Tiger Energy Partners	United States	Greenstone Capital Partners	25%
International LLC		Limited

Save as disclosed above, as at the Latest Practicable Date, so far as was known to the Directors, no person (other than a Director or chief executive of the Company) had any interests or short positions in the Shares and the underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 or Part XV of the SFO or who were directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group or had any options in respect of such capital.

3. COMPETING INTEREST

As at the Latest Practicable Date, none of the Directors and his respective associates was considered to have an interest in a business which competes or is likely to compete, either directly or indirectly, with the business of the Group, other than those businesses to which the Directors and his associates were appointed to represent the interests of the Company and/or the Group.

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors has entered into any service agreement with any member of the Group which is not determinable by the Group within one year without payment of compensation, other than statutory compensation.

– 36 –

GENERAL INFORMATION

APPENDIX II

5. OTHER INTERESTS OF THE DIRECTORS

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which have been, since 31 December 2013, being the date to which the latest published audited accounts of the Group were made up, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement subsisting at the date of this circular which is significant in relation to the business of the Group.

6. LITIGATION

On 25 September 2014, 山東瑞泰管業有限公司 (‘‘RuiTai’’) initiated a claim (the ‘‘Claim’’) against 貴州坤煜經貿有限公司 (GuiZhou Kunyu Trading Company Limited) (‘‘KunYu’’), an indirect wholly owned subsidiary of Shine Great in the PRC, for (i) RMB617,332.36 as debt; (ii) RMB132,831.87 as penalty; and (iii) costs of proceeding, concerning the dispute over the agreements of the purchase of industrial products (the ‘‘RuiTai Agreements’’).

On 10 October 2014, upon further application by RuiTai, the PRC Court ruled that a sum of RMB750,164.23 as bank deposit in the bank account of KunYu or the equivalent amount of assets of KunYu has to be frozen pending the judgement of the Claim.

On 11 November 2014, as directed by the PRC Court, the representative of KunYu filed relevant evidences to the PRC Court.

On 11 November 2014, KunYu has entered into an out-of-court settlement agreement (the ‘‘Settlement’’) with RuiTai. Pursuant to the Settlement, KunYu shall pay RuiTai with a sum of RMB557,332.36 before 31 December 2014 as full and final settlement of the Claim, failing which KunYu shall be liable for an additional penalty of RMB132,831.87. Upon the payment of the said settlement sum by KunYu, the RuiTai Agreements shall be deemed as completed. Upon the execution of the Settlement, RuiTai has withdrawn the Claim on 18 November 2014 and applied for unfreezing the frozen assets of KunYu.

Save as disclosed above, neither the Company nor any member of the Group was engaged in any litigation or claim of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

– 37 –

GENERAL INFORMATION

APPENDIX II

7. MATERIAL CONTRACTS

As at the Latest Practicable Date, the following contracts (not being contracts entered into in the ordinary course of business) have been entered into by members of the Group within the two years preceding the issue of this circular and are or may be material:

(i) an agreement dated 1 December 2012 (as supplemented on 1 December 2012, 5 March 2013 and 22 November 2013) entered into between 深圳中港新時代能源有限公司 (Shen Zhen Sino Hong Kong New Times Energy Corporation Limited) (‘‘Shenzhen Subsidiary’’), an indirect wholly owned subsidiary of the Company (which was subsequently replaced by an indirect wholly owned subsidiary of the Company, 淮安新時代能源有限公司 (HuaiAn New Times Energy Corporation Limited) (‘‘Huaian Subsidiary’’)), Mr. Lai ZuoYi (黎作義), Mr. Lai ZuoJun (黎作軍), Mr. Zhang ChaoLin (張超林), Mr. Zhang ZhiChao (張志超) and 貴州舜堯能源投資有限公司 (GuiZhou ShunYao Energy Investment Company Limited (‘‘ShunYao’’) in relation to Huaian Subsidiary’s acquisition of 100% equity interest in ShunYao at the consideration of RMB26,920,500, satisfied as to RMB13,000,000 in cash and the balance of RMB13,920,500 by the issue of convertible bonds by the Company;
(ii) supplemental agreements dated 10 December 2012, 5 March 2013 and 22 November 2013 (supplementing an agreement dated 12 November 2012) entered into between Shenzhen Subsidiary (which was subsequently replaced by Huaian Subsidiary), Mr. Zhu ZhiQing (朱志清), Mr. Su RongLi (蘇榮利), Mr. Tang Feng (唐烽) and 貴州坤煜經貿有限公司 (GuiZhou KunYu Trading Company Limited) (‘‘KunYu’’) in relation to Huaian Subsidiary’s acquisition of 100% equity interest in KunYu at the consideration of RMB65,100,000, satisfied by RMB37,100,000 in cash and the issue of convertible bonds with principal amount of RMB28,000,000 by the Company;
(iii) an agreement dated 20 December 2012 entered into between the Company and Orient Securities Limited in relation to the placing of up to 35,000,000 new Shares at the price of HK$0.91 per Share;
(iv) supplemental agreements dated 24 December 2012, 28 June 2013, 31 December 2013, 30 June 2014 and 29 August 2014 (supplementing an agreement dated 15 May 2012) entered into between the Company, Total Belief, New Choice Group Limited, Glory Brightness Limited and Principle Petroleum Limited in respect of the acquisition of the entire issued share capital of New Choice Group Limited and Glory Brightness Limited by Total Belief at the consideration of HK$35,000,000, satisfied as to HK$30,000,000 in cash; and HK$5,000,000 by the Company’s issue of convertible notes;
(v) a sale and purchase agreement dated 16 January 2013 (and terminated on 30 April 2013) entered into between BCM Energy Partners Inc. (‘‘BCM’’), ET-LA, LLC (‘‘ET1’’) and ET-LA(2), LLC (‘‘ET2’’) (an indirectly owned subsidiary of the Company) in relation to the disposal of oil and gas interests in Texas and Louisiana

– 38 –

GENERAL INFORMATION

APPENDIX II

of the United States by ET1 and ET2 at a consideration of US$2,800,000, satisfied as to US$300,000 in cash and the balance of US$2,500,000 by the issue of convertible note by BCM;

(vi) an agreement dated 18 January 2013 entered into between the Company and Orient Securities Limited in relation to the placing of up to 22,000,000 new Shares at the price of HK$0.91 per Share;
(vii) an agreement dated 22 January 2013 (as supplemented on 23 January 2013) entered into between Total Belief and Ms. Lin Ru Xiang in relation to the acquisition of 22% equity interest of New Phoenix Global Limited for a total consideration of HK$13,900,000, satisfied as to HK$2,000,000 in cash and the balance of HK$11,900,000 by the issue of convertible bonds by the Company;
(viii)an agreement dated 25 January 2013 entered into between the Company and Orient Securities Limited in relation to the placing of up to 14,000,000 new Shares at the price of HK$0.98 per Share;
(ix) an agreement dated 6 February 2013 entered into between High Luck Holding (Hong Kong) Limited (a wholly owned subsidiary of the Company) and Ms. Li Lian Fang in relation to an acquisition of the entire equity interest of Power Jet Group Limited which holds approximately 9.25% interests in the Tartagal Concession and the Morillo Concession in Argentina at a consideration of HK$150,000,000, satisfied as to (i) HK$15,000,000 in cash; (ii) HK$105,000,000 by the issue of convertible notes by the Company; and (iii) HK$30,000,000 by the issue of a promissory note by the Company;
(x) a supplemental agreement dated 8 March 2013 (supplementing a sale and purchase agreement dated 13 September 2012 entered into between Clear Elite Holdings Limited (‘‘Clear Elite’’), a wholly owned subsidiary of the Company, and Mr. Yiu Wing Hei) in relation to Clear Elite’s acquisition of the entire issued share capital of Golden Giant Limited at a consideration of HK$54,475,000.00, satisfied as to HK$38,475,000 by the Company’s issue of a convertible note; and HK$16,000,000 by the Company’s issue of a promissory note;
(xi) an agreement dated 10 May 2013 entered into between ET1, Melrose Investment Corporation and Emax-Legacy Partners, LLC in relation to the acquisition of the oil and gas properties situated at Caddo Parish, Louisiana, the United States of America by ET1 for a total consideration of US$2,200,000, satisfied by the allotment and issue of 21,450,000 Shares by the Company at HK$0.80 per Share;
(xii) an agreement dated 7 June 2013 entered into between the Company and Orient Securities Limited in relation to the placing of convertible bonds of the Company of up to an aggregate principal amount of HK$50,000,000 at the conversion price of HK$0.79 per Share;

– 39 –

GENERAL INFORMATION

APPENDIX II

(xiii)an agreement dated 19 June 2013 (as supplemented on 27 June 2013) entered into between the Company and Asia Private Credit Fund Limited in relation to the subscription of 34,370,000 Shares (with unlisted warrants attached) at HK$0.66 per Share;
(xiv)a sale and purchase agreement dated 30 June 2013 entered into between BCM and ET1 in relation to the disposal of oil and gas interests in Louisiana of the United States of America by ET1 at the consideration of US$5,200,000, satisfied by way of issue of unlisted convertible promissory notes by BCM at a conversion price of US$2.00 per share of BCM;
(xv) the two offer letters both dated 9 September 2013 from Pluspetrol Sociedad Anónima to High Luck Group Limited, a wholly owned subsidiary of the Company, in respect of sale of certain rights and assets as more particularly set out in the circular of the Company dated 31 December 2013;
(xvi) an agreement dated 2 October 2013 entered into between the Company and Max Sun in relation to the subscription of 90,163,934 Shares at HK$0.61 per Share;
(xvii) an agreement dated 2 October 2013 entered into between the Company and Max Sun in relation to the Company’s acquisition of the entire issued capital of Big Trade Investments Limited for a total consideration of HK$55,359,269, satisfied by the Company’s allotment and issue of 90,752,900 Shares at HK$0.61 per Share;
(xviii)a supplemental memorandum of understanding dated 30 January 2014 entered into between Total Belief and Ms. Lin Ru Xiang to record the agreement reached on 10 November 2013, pursuant to which, both parties agreed to, among other things, extend the term of the loan from 10 November 2013 to 10 November 2014 (or such later date and time as both parties shall agree in writing);
(xix)a placing agreement dated 23 May 2014 entered into between the Company and Upbest Securities Company Limited pursuant to which the placing agent has agreed, on a best effort basis, to arrange subscribers for the issue of seven-year 6% coupon unlisted bonds up to an aggregate principal amount of HK$30,000,000;
(xx) a placing agreement dated 29 May 2014 entered into between the Company and iSTAR International Securities Co. Limited pursuant to which the placing agent has agreed, on a best effort basis, to arrange subscribers for the issue of seven-year 8% coupon unlisted bonds up to an aggregate principal amount of HK$50,000,000;
(xxi) an agreement dated 16 July 2014 (and supplemented on 23 August 2014) entered into between Clear Elite and Rio Capital Limited in relation to the acquisition of oil and gas leases in Utah by Clear Elite for a total consideration of HK$86,190,000, satisfied by cash of HK$16,770,000 and the issue of consideration shares amounted to HK$69,420,000 under the general mandate;

– 40 –

GENERAL INFORMATION

APPENDIX II

(xxii) a subscription agreement dated 23 July 2014 entered into between the Company and certain subscribers pursuant to which the Company has agreed to issue HK$13,400,000 in aggregate principal amount of 8% unsubordinated and unsecured notes and the Subscribers have agreed to purchase the said notes from the Company (the ‘‘First Batch Notes’’);
(xxiii)a placing agreement dated 15 August 2014 entered into between the Company and iSTAR International Securities Co. Limited pursuant to which the placing agent has agreed, on a best effort basis, to arrange subscribers for the issue of seven-year 8% coupon unlisted bonds up to an aggregate principal amount of HK$50,000,000;
(xxiv) a subscription agreement dated 15 August 2014 entered into between the Company and a subscriber pursuant to which the Company has agreed to issue HK$20,000,000 in aggregate principal amount of 8% unsubordinated and unsecured notes and the Subscribers have agreed to purchase the said notes from the Company (which shall be consolidated and form a single series with the First Batch Notes) (the ‘‘Second Batch Notes’’);
(xxv) an agreement dated 8 September 2014 entered into between Total Belief and Mr. Qiu Shuangli and the escrow agreement dated 24 October 2014 entered into between Total Belief, Mr. Qiu and Phillips Solicitors in relation to the acquisition of 42.1% equity interest of Full Charming Limited for a total consideration of HK$46,655,000, satisfied by cash in the amount of HK$12,500,000 and the issue of shares amounted to HK$34,155,000;
(xxvi)a subscription agreement dated 7 October 2014 entered into between the Company and a subscriber pursuant to which the Company has agreed to issue HK$18,000,000 in aggregate principal amount of 8% unsubordinated and unsecured notes and the Subscribers have agreed to purchase the said notes from the Company (which shall be consolidated and form a single series with the First Batch Notes and the Second Batch Notes);
(xxvii) the Subscription Agreement;

(xxviii) the Sale and Purchase Agreement;

(xxix) the underwriting agreement dated 21 November 2014 entered into between the Company, Max Sun and China Everbright Securities (HK) Limited in relation to the proposed open offer; and
(xxx) a subscription agreement dated 25 November 2014 entered into between the Company and the subscribers pursuant to which the Company has agreed to issue HK$3,000,000 in aggregate principal amount of 8% unsubordinated and unsecured notes and the Subscribers have agreed to purchase the said notes from the Company (which shall be consolidated and form a single series with the First Batch Notes, the Second Batch Notes and the Third Batch Notes).

– 41 –

GENERAL INFORMATION

APPENDIX II

8. EXPERT AND CONSENT

The following are the qualification of the expert who has given opinions or advice which are contained in this circular:

Name

Qualification

Wallbanck Brothers Securities (Hong Kong) Limited

A licensed corporation to carry out type 4, 6, and 9 regulated activities underthe SFO

KPMG

Certified Public Accountants

Roma Appraisals Limited

Valuer

As at the Latest Practicable Date, each of the experts above has given and has not withdrawn their written consent to the issue of this circular with the inclusion of their letters and references to their names and opinions in the form and context in which they appear.

As at the Latest Practicable Date, each of the experts:

(a) did not have any direct or indirect interest in any assets which have been since 31 December 2013 (being the date to which the latest published audited accounts of the Company were made up) been acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group; and
(b) did not have any shareholding in any member of the Group or any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

9. MISCELLANEOUS

(i) The registered office of the Company is Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.
(ii) The head office and principal place of business of the Company in Hong Kong is Room 1402, 14/F, New World Tower I, 16–18 Queen’s Road Central, Hong Kong.
(iii) The branch share registrar of the Company in Hong Kong is Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.
(iv) The secretary of the Company is Ms. Tsang Tsz Ying, Fion, an associate member of both The Institute of Chartered Secretaries and Administrators in the United Kingdom and The Hong Kong Institute of Chartered Secretaries.
(v) The English text of this circular shall prevail over the Chinese translation in the event of inconsistency.

– 42 –

GENERAL INFORMATION

APPENDIX II

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours at the head office and principal place of business of the Company in Hong Kong at Room 1402, 14/F, New World Tower I, 16–18 Queen’s Road Central, Hong Kong, up to and including the date of the SGM:

(i) the memorandum of association and the bye-laws of the Company;
(ii) the Subscription Agreement;
(iii) the Sale and Purchase Agreement;
(iv) the material contracts referred to in the paragraph headed ‘‘Material Contracts’’ in this appendix;
(v) the written consents referred to in the paragraph headed ‘‘Expert and consent’’ in this appendix;
(vi) the Company’s annual reports for the years ended 31 December 2011, 2012 and 2013;
(vii) the Company’s interim report for the six months ended 30 June 2014;
(viii)the valuation report issued by Roma Appraisals Limited; and
(ix) this circular.

– 43 –

VALUATION REPORT OF THE DISPOSAL GROUP

APPENDIX III

==> picture [85 x 50] intentionally omitted <==

Unit 3806, 38/F, China Resources Building, 26 Harbour Road, Wan Chai, Hong Kong Tel (852) 2529 6878 Fax (852) 2529 6806 E-mail [email protected] http://www.romagroup.com

5 December 2014

New Times Energy Corporation Limited Room 1402, 14/F, New World Tower I, 16–18 Queen’s Road Central, Hong Kong

Case Ref: AK/BV2027/JUN14

Dear Sir/Madam,

Re: Valuation of 100% Equity Interest in Shine Great Investments Limited and its Subsidiaries

In accordance with the instructions from New Times Energy Corporation Limited (hereinafter referred to as the ‘‘Company’’) to us to conduct a business valuation on 100% equity interest in Shine Great Investments Limited (hereinafter referred to as the ‘‘Business Enterprise’’) and its subsidiaries, we are pleased to report that we have made relevant enquiries and obtained other information which we considered relevant for the purpose of providing our valuation as at 30 September 2014 (hereinafter referred to as the ‘‘Date of Valuation’’).

This report states the purpose of valuation, scope of work, economic and industry overviews, an overview of the Business Enterprise, basis of valuation, investigation and analysis, valuation methodology, major assumptions, information reviewed, limiting conditions, remarks and opinion of value.

1. PURPOSE OF VALUATION

This report is prepared solely for the use of the directors and management of the Company. Roma Appraisals Limited (hereinafter referred to as ‘‘Roma Appraisals’’) acknowledges that this report may be made available to the Company for public documentation purpose only.

Roma Appraisals assumes no responsibility whatsoever to any person other than the Company in respect of, or arising out of, the contents of this report. If others choose to rely in any way on the contents of this report they do so entirely at their own risk.

– 44 –

VALUATION REPORT OF THE DISPOSAL GROUP

APPENDIX III

2. SCOPE OF WORK

Our valuation conclusion is based on the assumptions stated herein and on information provided by the management of the Company, the management of the Business Enterprise and/ or their representative(s) (together referred to as the ‘‘Management’’).

In preparing this report, we have had discussions with the Management in relation to the development and prospect of the liquefied natural gas fueling station industry, and the development, operations and other relevant information of the Business Enterprise. As part of our analysis, we have reviewed such financial information and other pertinent data concerning the Business Enterprise provided to us by the Management and have considered such information and data as attainable and reasonable.

We have no reason to believe that any material facts have been withheld from us; however, we do not warrant that our investigations have revealed all of the matters which an audit or more extensive examination might disclose.

We do not express an opinion as to whether the actual results of the business operation of the Business Enterprise will approximate those projected because assumptions regarding future events by their nature are not capable of independent substantiation.

In applying these projections to the valuation of the Business Enterprise, we are making no representation that the business expansion will be successful, or that market growth and penetration will be realized.

3. ECONOMIC OVERVIEW

3.1 Overview of the Economy in China

According to the National Bureau of Statistics of China, the nominal gross domestic product (‘‘GDP’’) of China in the third quarter of 2014 was RMB41,991 billion, an increase of 8.48% over the same period in last year. China was the third largest economy in the world, ranked after the European Union and the United States, in terms of nominal GDP estimated by the International Monetary Fund (‘‘IMF’’) in 2014. Despite the global financial crisis in late 2008, the Chinese economy continued to be supported by the Chinese government through spending in infrastructure and real estates.

Throughout 2009, the global economic downturn reduced foreign demand for Chinese exports for the first time in many years. The government vowed to continue reforming the economy and emphasized the need to increase domestic consumption in order to make China less dependent on foreign exports. China’s economy rebounded quickly in 2010, outperforming all other major economies with robust GDP growth and the economy remained in strong growth in 2011, 2012 and 2013.

Over the past decade from 2004 to 2013, compound annual growth rate of China’s nominal GDP was 15.1% and in the government’s latest plan, it is targeted to grow at 7% for the period from 2011 to 2015. Figure 1 further illustrates the nominal GDP of China from 2009 to 2013.

– 45 –

VALUATION REPORT OF THE DISPOSAL GROUP

APPENDIX III

Figure 1 — China’s Nominal Gross Domestic Product from 2009 to 2013

billion RMB

==> picture [387 x 196] intentionally omitted <==

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

60,000
50,000
40,000
30,000
20,000
10,000
0
2009 2010 2011 2012 2013
----- End of picture text -----

Source: National Bureau of Statistics of China

3.2 Inflation in China

Tackling inflation problem has long been the top priority of the Chinese government as high prices are considered as one of the causes of social unrest. For such a fastgrowing economy, the middle-class’ demand for food and commodities has been rising continuously. Inflation in China has been driven mainly by food prices, which have been stayed high in 2011. According to the National Bureau of Statistics of China, the consumer price index demonstrated an uptrend in the first half of 2011. Thanks to the government’s policies in suppressing commodity prices, the inflation slowed in 2012 and maintained at around 2% to 3% since then. Figure 2 shows the year-over-year change in consumer price index of China from June 2012 to September 2014.

– 46 –

VALUATION REPORT OF THE DISPOSAL GROUP

APPENDIX III

Figure 2 — Year-over-year Change in China’s Consumer Price Index from June 2012 to September 2014

==> picture [400 x 263] intentionally omitted <==

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

%
3.5
3
2.5
2
1.5
1
0.5
0
Jun Sep Dec Mar Jun Sep Dec Mar Jun Sep
2012 2013 2014
Source: National Bureau of Statistics of China
----- End of picture text -----

China’s inflation rate was volatile during the past decade. According to the IMF, the average inflation rate in China increased sharply from 2.8% in 2006 to 6.5% in 2007, and then dropped drastically to 1.2% and 1.9% in 2008 and 2009 respectively. The inflation rate rebounded and increased to 4.6% in 2010 and maintained at a similar level of 4.1% in 2011. The inflation dropped again in 2012 to 2.5% and maintained at 2.5% in 2013. Figure 3 shows the historical trend of China’s inflation rate from 2004 to 2013.

– 47 –

VALUATION REPORT OF THE DISPOSAL GROUP

APPENDIX III

Figure 3 — China’s Inflation Rate from 2004 to 2013

==> picture [388 x 201] intentionally omitted <==

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

%
7
6
5
4
3
2
1
0
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
----- End of picture text -----

Source: International Monetary Fund

4. INDUSTRY OVERVIEW

4.1 Overview of the Natural Gas Industry in China

China is the world’s most populous country and has a rapidly growing economy, which has driven the country’s high overall energy demand and the quest for securing energy resources. According to U.S. Energy Information Administration (‘‘EIA’’), China has become the largest global energy consumer since 2010 and passed Japan. It became the world’s third-largest natural gas consumption country in 2013, based on the information from the Ministry of Land and Resources.

According to EIA, the Chinese government is planning to produce about 5.5 trillion cubic meters of natural gas by the end of 2015, in line with its desire to use more natural gas to replace other hydrocarbons in the country’s energy portfolio. The Chinese government also anticipates boosting the share of natural gas as part of total energy consumption to around 8% by the end of 2015 and 10% by 2020 to alleviate air pollution resulting from China’s heavy coal use.

Generally speaking, the drastic growth of natural gas consumption in China provides prerequisites for the rising of liquefied natural gas fueling station industry.

4.2 The Liquefied Natural Gas (‘‘LNG’’) Fueling Station Industry

The LNG fueling station industry has promising future in China. In recent years, the demand of natural gas vehicles has showed large growth potential since they are more energy efficient and environmentally friendly, compared with traditional gasoline automobiles. According to National Gas Vehicle Engineering Technology Research Center, the total number of natural gas vehicle in China is anticipated to be 4 million by

– 48 –

VALUATION REPORT OF THE DISPOSAL GROUP

APPENDIX III

the end of 2015 and over 5 million over the next 5 to 10 years. Meanwhile, the number of LNG vehicle exceeded 100,000 in 2013 and demonstrated significant growth potential in the following years. As a consequence, the rapid increasing usage of natural gas and natural gas vehicles has boosted the demand and intensive construction of LNG fueling stations in China.

In addition to the above, the urgent need of China’s energy structure adjustment promoted the development of LNG fueling stations. The long lasing and widespread haze in China in 2013 accelerated the release of relevant technical rules standardizing the construction of LNG fueling stations. Such technical rules, to some extent, accelerated the government’s administrative approval and construction of LNG fueling stations. According to ICIS, the world’s largest petrochemical market information provider, the number of LNG fueling station in use was just 500 in 2012, dramatically climbed up to 1,844 in 2013 and is expected to reach around 2,500 by the end of 2014. Figure 4 shows the number of LNG Fueling Stations in China from 2010 to 2014.

Figure 4 — Number of LNG Fueling Stations in China between 2010 and 2014

==> picture [387 x 230] intentionally omitted <==

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

3,000
2,500
2,000
1,500
1,000
500
0
2010 2011 2012 2013 2014
Source: ICIS
----- End of picture text -----

Despite the favorable energy consumption trend and encouraging government policy support, investing in LNG fueling stations may still take risks. According to ICIS, the growth rate of LNG fueling station is faster than that of LNG vehicles, which leads to the situation of oversupply. Consequently, most of the fueling station operating companies generated losses after their stations came into use.

4.3 LNG Pipeline Investments

The Chinese government has made significant investments in the natural gas pipeline infrastructure in the past 10 years as a result of the West-East Gas Pipeline Project (‘‘WEPP’’). According to Hydrocarbons Technology, a website providing the latest news

– 49 –

VALUATION REPORT OF THE DISPOSAL GROUP

APPENDIX III

in the hydrocarbons industry, the Chinese government has invested USD5.7 billion in WEPP I (2002–2004) and USD22 billion in WEPP II (2008–2012) and WEPP III is anticipated to cost USD19.9 billion (2012–2015).

Besides the considerable investments, the total length of natural gas pipeline has also been increasing remarkably in recent years. According to the statistics from International Energy Agency, by the end of 2010, the total length of China’s domestic natural gas pipelines has been 38,566 km and it increased by 10,000 km and reached over 48,000 km at the end of 2013.

5. OVERVIEW OF THE BUSINESS ENTERPRISE

The Business Enterprise is an investment holding company incorporated in the British Virgin Island with limited liability. The Business Enterprise owned fifteen subsidiaries, in which four of the subsidiaries intended to operate gas related projects, while the remaining subsidiaries were dormant and did not engage in any businesses as at the Date of Valuation. Details of the subsidiaries intended to operate gas related projects are as below:

	Percentage of Equity
	Interest Owned by the	Status of the
Name of Subsidiary	Business Enterprise	Subsidiary
貴州坤煜經貿有限公司	100%	Active
貴州舜堯能源投資有限公司	100%	Active
淮安城北新時代能源有限公司	100%	Active
徐州新時代能源有限公司	73%	Active

The projects ran by 貴州坤煜經貿有限公司, 貴州舜堯能源投資有限公司 and 淮安城北新時代能源有限公司 are referred to as ‘‘Kunyu Project’’, ‘‘Shunyao Project’’ and ‘‘Huaian Project’’ respectively. 徐州柳新鎮項目 and 徐州億噸大港項目 ran by 徐州新時代能源有限公司 are referred to as ‘‘Xuzhou Liuxinzhen Project’’ and ‘‘Xuzhou Yidun Project’’ respectively. All these projects under the Business Enterprise are collectively referred to as the ‘‘Projects’’. As advised by the Management, these Projects are projects that the Management has intention to develop at current stage and expects would bring economic benefits to the Business Enterprise.

The Projects are related to the development of natural gas fueling stations and gas supply pipeline network for gas stations, industrial and residual use. As at the Date of Valuation, some of the pipeline and gas station projects in Kunyu Project have started operation; while Shunyao Project, Huaian Project, Xuzhou Liuxinzhen Project and Xuzhou Yidun Project are at development stage.

6. BASIS OF VALUATION

Our valuation is conducted on a market value basis. According to the International Valuation Standards established by the International Valuation Standards Council in 2011, market value is defined as ‘‘the estimated amount for which an asset should exchange on the

– 50 –

VALUATION REPORT OF THE DISPOSAL GROUP

APPENDIX III

valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without ’’ compulsion .

7. INVESTIGATION AND ANALYSIS

Our investigation included discussions with members of the Management in relation to the development, operations and other relevant information of the Business Enterprise. In addition, we have made relevant inquiries and obtained further information and statistical figures regarding the economy and LNG fueling station industry in China as we considered necessary for the purpose of the valuation.

As part of our analysis, we have reviewed such financial information and other pertinent data concerning the Business Enterprise provided to us by the Management and have considered such information and data as attainable and reasonable. We have also consulted other sources of financial and business information.

The valuation of the Business Enterprise requires consideration of all pertinent factors, which may or may not affect the operation of the business and its ability to generate future investment returns. The factors considered in our valuation include, but are not necessarily limited to, the following:

. The nature and prospect of the Business Enterprise;
. The financial condition of the Business Enterprise;
. The status and performance of the Projects;
. The economic outlook in general and the specific economic environment and market elements affecting the business, industry and market;
. Relevant licenses and agreements; and
. The business risks of the Business Enterprise such as the ability in maintaining competent technical and professional personnel.

8. VALUATION METHODOLOGY

There are generally three accepted approaches to obtain the market value of the Business Enterprise, namely the Market-Based Approach, Income-Based Approach and Asset-Based Approach. Each of these approaches is appropriate in one or more circumstances, and sometimes, two or more approaches may be used together. Whether to adopt a particular approach will be determined by the most commonly adopted practice in valuing business entities that are similar in nature.

– 51 –

VALUATION REPORT OF THE DISPOSAL GROUP

APPENDIX III

8.1 Market-Based Approach

The Market-Based Approach values a business entity by comparing prices at which other business entities in a similar nature changed hands in arm’s length transactions. The underlying theory of this approach is that one would not pay more than one would have to for an equally desirable alternative. By adopting this approach, the valuer will first look for valuation indication of prices of other similar business entities that have been sold recently.

The right transactions employed in analyzing indications of values need to be sold at an arm’s length basis, assuming that the buyers and sellers are well informed and have no special motivations or compulsions to buy or to sell.

8.2 Income-Based Approach

The Income-Based Approach focuses on the economic benefits due to the income producing capability of the business entity. The underlying theory of this approach is that the value of the business entity can be measured by the present worth of the economic benefits to be received over the useful life of the business entity. Based on this valuation principle, the Income-Based Approach estimates the future economic benefits and discounts them to their present values using a discount rate appropriate for the risks associated with realizing those benefits.

Alternatively, this present value can be calculated by capitalizing the economic benefits to be received in the next period at an appropriate capitalization rate. This is subject to the assumption that the business entity will continue to maintain stable economic benefits and growth rate.

8.3 Asset-Based Approach

The Asset-Based Approach is based on the general concept that the earning power of a business entity is derived primarily from its existing assets. The assumption of this approach is that when each of the elements of working capital, tangible and intangible assets is individually valued, their sum represents the value of a business entity and equals to the value of its invested capital (‘‘equity and long term debt’’). In other words, the value of the business entity is represented by the money that has been made available to purchase the business assets needed.

This money comes from investors who buy stocks of the business entity (‘‘equity’’) and investors who lend money to the business entity (‘‘debt’’). After collecting the total amounts of money from equity and debt, and converted into various types of assets of the business entity for its operation, their sum equals the value of the business entity.

8.4 Business Valuation

In the process of valuing the Business Enterprise, we have taken into account of the uniqueness of its operation and the nature of the gas fueling station industry it is participating. Since the Business Enterprise is an investment holding company, the value

– 52 –

VALUATION REPORT OF THE DISPOSAL GROUP

APPENDIX III

of the Business Enterprise consists of the values of all its subsidiaries. The value of the subsidiaries is derived from the Projects they operate. Therefore, we have conducted valuation on the Projects to determine market value of the Business Enterprise.

The Market-Based Approach was not adopted in this case because most of the important assumptions of the comparable transactions, such as discount or premium on the transaction prices or considerations, were hidden. The Asset-Based Approach was also not adopted because it could not capture the future earning potential and thus market value of the Projects. We have therefore considered the adoption of the Income-Based Approach in arriving at the market value of the Projects.

8.4.1Discounted Cash Flow

Under the Income-Based Approach, we have adopted the discounted cash flow (‘‘DCF’’) method, which is based on a simple reversal calculation to restate all future cash flows in present terms. The expected free cash flow for each year was determined as follows:

Expected Free Cash Flow = Net Profit + Depreciation + After-Tax Interest Expenses – Change in Net Working – Capital Capital Expenditure

The present value of the expected free cash flows was calculated as follows:

PVCF = CF1/(1+r)[1] + CF2/(1+r)[2] + ⋯ + CFn/(1+r)[n]

In which PVCF = Present value of the expected free cash flows; CF = Expected free cash flow; r = Discount rate; and n = Number of years.

To adopt this method, we obtained the weighted average cost of capital (‘‘WACC’’) of the Projects as a basic discount rate. WACC of the Projects is the minimum required return that the Projects must earn to satisfy various capital providers including shareholders and debt holders. WACC calculation takes into account the relative weights of debt and equity. It is computed using the formula below:

WACC = We x Re + Wd x Rd x (1 – Tc)

In which Re = Cost of equity; Rd = Cost of debt; We = Weight of equity value to enterprise value;

Wd = Weight of debt value to enterprise value; and Tc = Corporate tax rate.

– 53 –

VALUATION REPORT OF THE DISPOSAL GROUP

APPENDIX III

8.4.2Cost of Debt

The cost of debt was determined by the expected borrowing rate of the Projects to finance the Projects. Since the interest expenses paid on debts are tax-deductible for the Projects, the cost of the Projects to get debt funds is less than the required rate of return of the suppliers of the debt capital. The after-tax cost of debt was calculated by multiplying one minus the corporate tax rate by the cost of debt.

8.4.3Cost of Equity

The cost of equity was determined using the Capital Asset Pricing Model (‘‘CAPM’’), which describes the relationship between the risk of the Projects and expected return to investors. It is calculated by the following formula:

Re = Rf + β x Market Risk Premium + Other Risk Premium

In which Re = Cost of equity; Rf = Risk-free rate; and β = Beta coefficient.

8.4.4Discount Rate

In order to reflect the status and development stage of each of the Projects, different discount rates were adopted to reflect risks associated with them. For Projects which have already commenced operation as at the Date of Valuation, including Kunyu Project, a relatively lower discount rate was adopted (hereafter referred to as ‘‘WACC 1’’). For Projects which were at development stage as at the Date of Valuation, including Shunyao Project, Huaian Project, Xuzhou Liuxinzhen Project and Xuzhou Yidun Project, a relatively higher discount rate was adopted (hereafter referred to as ‘‘WACC 2’’).

In the process of determining the WACCs, we adopted several listed companies with similar business scopes and operations to the Projects as comparable companies. The comparable companies were selected mainly with reference to the following selection criteria:

. The companies are principally engaged in the gas supply industry in China;
. The companies have sufficient listing and operating histories; and
. The financial information of the companies is available to the public.

– 54 –

VALUATION REPORT OF THE DISPOSAL GROUP

APPENDIX III

Details of the comparable companies adopted were listed as follows:

Listing Company Name Stock Code Location Business Description Shenzhen Gas Corp 601139.CH China Shenzhen Gas Corp Ltd Ltd supplies gas in Shenzhen. T h e c o m p a n y b u s i n e s s includes wholesale of gas, pipeline and the supply of bottled gas, investment and c o n s t r u c t i o n i n t h e distribution network of gas transmission. Shenergy Co Ltd 600642.CH China Shenergy Co Ltd develops, constructs, and invests in electric power and other energy related projects. The company distributes electric power, heat, and gas. Lanpec 601798.CH China Lanpec Technologies Co Ltd Technologies Co develops, designs, produces Ltd and installs petroleum and petrochemical equipment. The company’s main products are oil drilling machinery, oil r e f i n i n g a n d c h e m i c a l equipment, offshore oil equipment and light industrial food machinery. PetroChina Co Ltd 601857.CH China PetroChina Co Ltd explores, develops, and produces crude oil and natural gas. The c o m p a n y a l s o r e f i n e s , transports, and distributes crude oil and petroleum products, produces and sells chemicals, and transmits, markets and sells natural gas.

– 55 –

VALUATION REPORT OF THE DISPOSAL GROUP

APPENDIX III

Listing Company Name Stock Code Location Business Description Zhangjiagang Furui 300228.CH China Zhangjiagang Furui Special Special Equipment Co Ltd designs, Equipment Co manufactures and sells Ltd metallic pressure vessels. The company’s main products include low-temperature storage and transportation equipment, heat exchangers and gas separation equipment.

Hangzhou 002430.CH China Hangzhou Hangyang Co Ltd Hangyang Co Ltd manufactures and sells air s e p a r a t i o n e q u i p m e n t , industrial gas products and petrochemical equipment. The company ’s products are medium and large sets of air separation equipment, smalls c a l e a i r s e p a r a t i o n equipment, liquefied nitrogen wash cold box, liquefied n a t u r a l g a s s e p a r a t i o n equipment, and liquefied petroleum gas storage and distribution devices. Guanghui Energy 600256.CH China Guanghui Energy Co Ltd is Co Ltd principally engaged in energy development, automotive services and real estate p r o p e r t y l e a s i n g . T h e company is in the business of coal mining and related coal chemical manufacturing. The company is also engaged in t h e p r o c e s s i n g a n d d i s t r i b u t i n g o f g r a n i t e materials and trading of general merchandise such as plastic doors and windows.

– 56 –

VALUATION REPORT OF THE DISPOSAL GROUP

APPENDIX III

Listing Company Name Stock Code Location Business Description Weichai Power Co 000338.CH China Weichai Power Co Ltd Ltd specializes in the research a n d d e v e l o p m e n t , manufacturing and sales of d i e s e l e n g i n e s . T h e company ’s products are applicable to markets such as, heavy-duty vehicles, coaches, c o n s t r u c t i o n m a c h i n e s , vessels and power generator. Sinopec Shanghai 600688.CH China S i n o p e c S h a n g h a i Petrochemical Co P e t r o c h e m i c a l C o L t d Ltd processes crude oil into a broad range of synthetic fibers, resins and plastics, intermediate petrochemical products and petroleum products.

Source: Bloomberg

Below is the summary of the key parameters of the WACC 1 and WACC 2 of the Projects adopted as at the Date of Valuation:

Key	Parameters	As at 30 September 2014	As at 30 September 2014
		WACC 1	WACC 2
(a)	Risk-free Rate	4.07%	4.07%
(b)	Market Risk Premium	10.73%	10.73%
(c)	Beta Coefficient	0.95	0.95
(d)	Size Premium	3.81%	3.81%
(e)	Other Risk Premium	2.00%	3.00%
(f)	Cost of Equity	20.09%	21.09%
(g)	Cost of Debt	13.27%	13.27%
(h)	Weight of Equity Value to Enterprise	74.72%	74.72%
	Value
(i)	Weight of Debt Value to Enterprise	25.28%	25.28%
	Value
(j)	Corporate Tax Rate	25.00%	25.00%
	WACC	17.53%	18.27%

– 57 –

VALUATION REPORT OF THE DISPOSAL GROUP

APPENDIX III

Notes:

(a) The risk-free rate adopted was the yield rate of China 10-year government bond as at the Date of Valuation as extracted from Bloomberg.
(b) The market risk premium adopted was the equity market risk premium of as at the Date of Valuation as extracted from Bloomberg.
(c) The beta coefficient adopted was the average adjusted beta of the comparable companies as extracted from Bloomberg.
(d) The size premium adopted was the size premium for micro-cap companies with reference to the size premium study conducted by Ibbotson Associates, Inc.
(e) The other risk premium adopted was to reflect the status and development stage of the Projects. Higher premium was adopted for Projects which were at development stage as at the Date of Valuation.
(f) The cost of equity was determined based on Capital Asset Pricing Model (‘‘CAPM’’).
(g) The cost of debt adopted was the sum of the China 5-year base lending rate and the high yield emerging markets corporate plus sub-index option-adjusted spread as at the Date of Valuation as extracted from Bloomberg and BofA Merrill Lynch.
(h) The weight of equity value to enterprise value adopted was derived from the average debtto-equity ratio of the comparable companies as at the Date of Valuation as extracted from Bloomberg.
(i) The weight of debt value to enterprise value adopted was derived from the average debt-toequity ratio of the comparable companies as at the Date of Valuation as extracted from Bloomberg.
(j) The corporate tax rate adopted was the corporate tax rate in China.

Hence, we adopted the WACC 1 of 17.53% as the discount rate of the Kunyu Project, and the WACC 2 of 18.27% as the discount rate of the Shunyao Project, Huaian Project, Xuzhou Liuxinzhen Project and Xuzhou Yidun Project as at the Date of Valuation.

8.5 Summary of Projects Valuation

The values of the Projects were showed as follows:

Projects	RMB
100% Kunyu Project	98,000,000
100% Shunyao Project	27,000,000
100% Huaian Project	36,000,000
73% Xuzhou Liuxinzhen Project	28,000,000
73% Xuzhou Yidun Project	3,000,000

To determine the market value of the Business Enterprise as at the Date of Valuation, we have considered the percentage of equity interest of the Projects held by the Business Enterprise, cash and debt balances, and non-operating assets and liabilities of the

– 58 –

VALUATION REPORT OF THE DISPOSAL GROUP

APPENDIX III

Business Enterprise, based on the latest unaudited consolidated management accounts as at the Date of Valuation as provided by the Management. Detailed calculation is shown as below:

	As at
	30 September
	2014
	RMB
Total Market Value of the Projects	192,000,000
Add: Cash	16,266,811
Less: Debt	(21,000,000)
Add: Non-Operating Assets	109,193,030
Less: Non-Operating Liabilities (Note)	(61,489,747)
Market Value of the Business Enterprise Before	234,970,095
Marketability Discount (Rounded)
Less: Marketability Discount of 21.10%	(49,578,690)
Market Value of the Business Enterprise (Rounded)	185,000,000

Note: The non-operating liabilities amount was net of capitalization of shareholder’s loan as advised by the Management as at the Date of Valuation.

8.6 Marketability Discount

Compared to similar interest in public companies, ownership interest is not readily marketable for closely held companies. Therefore, the value of a share of stock in a privately held company is usually less than an otherwise comparable share in a publicly held company. With reference to the 2014 edition of the FMV Restricted Stock Study Companion Guide, a marketability discount of 21.10% was adopted in arriving at the market value of the Business Enterprise as at the Date of Valuation.

9. MAJOR ASSUMPTIONS

We have adopted certain specific assumptions in our valuation and the major ones are as follows:

. The valuation was primarily based on the financial projections and latest unaudited consolidated management accounts of the Business Enterprise as at 30 September 2014 as provided by the Management. The projections outlined in the financial information provided were assumed to be reasonable, reflecting market conditions and economic fundamentals, and will be materialized;
. The Projects will commence operation as planned by the Management;
. All relevant legal approvals and business certificates or licenses to operate the business in the localities in which the Business Enterprise operates or intends to operate would be officially obtained and renewable upon expiry;

– 59 –

VALUATION REPORT OF THE DISPOSAL GROUP

APPENDIX III

. There will be sufficient supply of technical staff in the industry in which the Business Enterprise operates, and the Business Enterprise will retain competent management, key personnel and technical staff to support its ongoing operations and developments;
. There will be no major change in the current taxation laws in the localities in which the Business Enterprise operates or intends to operate and that the rates of tax payable shall remain unchanged and that all applicable laws and regulations will be complied with;
. There will be no major change in the political, legal, economic or financial conditions in the localities in which the Business Enterprise operates or intends to operate, which would adversely affect the revenues attributable to and profitability of the Business Enterprise; and
. Interest rates and exchange rates in the localities for the operation of the Business Enterprise will not differ materially from those presently prevailing.

10. INFORMATION REVIEWED

Our opinion requires consideration of relevant factors affecting the market value of the Business Enterprise. The factors considered included, but were not necessarily limited to, the following:

. Unaudited consolidated management accounts of the Business Enterprise as at 30 September 2014;
. The financial projections as provided by the Management;
. Historical operational information of the Business Enterprise;
. General descriptions in relation to the Business Enterprise;
. Market trends of LNG fueling station industry in China; and
. Economic outlook in China.

We have discussed the details with the Management. We have also conducted research from various sources to verify the reasonableness and fairness of information provided and we believe that such information is reasonable and reliable. We had assumed the accuracy of information provided and relied on such information to a considerable extent in arriving at our opinion.

11. LIMITING CONDITIONS

The valuation reflects facts and conditions existing at the Date of Valuation. Subsequent events or circumstances have not been considered and we are not required to update our report for such events and conditions.

– 60 –

VALUATION REPORT OF THE DISPOSAL GROUP

APPENDIX III

We would particularly point out that our valuation was based on the information such as company background and business nature of the Business Enterprise provided to us.

To the best of our knowledge, all data set forth in this report are reasonable and accurately determined. The data, opinions, or estimates identified as being furnished by others that have been used in formulating this analysis are gathered from reliable sources; yet, no guarantee is made nor liability assumed for their accuracy.

We have relied on the historical and/or prospective information provided by the Management and other third parties to a considerable extent in arriving at our opinion of value. The information has not been audited or compiled by us. We are not in the position to verify the accuracy of all information provided to us. However, we have had no reason to doubt the truth and accuracy of the information provided to us and to doubt that any material facts have been omitted from the information provided. No responsibilities for the operation and financial information that have not been provided to us are accepted.

We assumed that the Management is competent and perform duties under the company regulation. Also, ownership of the Business Enterprise was in responsible hands, unless otherwise stated in this report. The quality of the Management may have direct impact on the viability of the business as well as the market value of the Business Enterprise.

We have not investigated the title to or any legal liabilities of the Business Enterprise, and have assumed no responsibility for the title to the Business Enterprise appraised.

Our conclusion of the market value was derived from generally accepted valuation procedures and practices that rely substantially on the use of various assumptions and the consideration of many uncertainties, not all of which can be easily quantified or ascertained. The conclusion and various estimates may not be separated into parts, and/or used out of the context presented herein, and/or used together with any other valuation or study.

We assume no responsibility whatsoever to any person other than the directors and the Management in respect of, or arising out of, the content of this report. If others choose to rely in any way on the contents of this report, they do so entirely at their own risk.

No change to any item in any part of this report shall be made by anyone except Roma Appraisals. We have no responsibility for any such unauthorized change. Neither all nor any part of this report shall be disseminated to the public without the written consent and approval of Roma Appraisals through any means of communication or referenced in any publications, including but not limited to advertising, public relations, news or sales media.

This report may not be reproduced, in whole or in part, and utilized by any third parties for any purpose, without the written consent and approval of Roma Appraisals.

The working papers and models for this valuation are being kept in our files and would be available for further references. We would be available to support our valuation if required. The title of this report shall not pass to the Company until all professional fee has been paid in full.

– 61 –

VALUATION REPORT OF THE DISPOSAL GROUP

APPENDIX III

12. REMARKS

Unless otherwise stated, all monetary amounts stated in this valuation report are in Renminbi (RMB).

We hereby confirm that we have neither present nor prospective interests in the Company, the Business Enterprise and their associated companies, or the values reported herein.

13. OPINION OF VALUE

Based on the investigation and analysis stated above and on the valuation method employed, the market value of 100% equity interest in the Business Enterprise and its subsidiaries as at the Date of Valuation, in our opinion, was reasonably stated as RMB185,000,000 (RENMINBI ONE HUNDRED AND EIGHTY FIVE MILLION ONLY).

Yours faithfully, For and on behalf of Roma Appraisals Limited

– 62 –

REPORT FROM KPMG

APPENDIX IV

The following is the text of a report received from the Company’s auditor, KPMG, Certified Public Accountants, Hong Kong, for inclusion in this circular.

8th Floor Prince’s Building 10 Chater Road Central Hong Kong 5 December 2014

REPORT ON THE DISCOUNTED FUTURE CASH FLOWS IN CONNECTION WITH THE BUSINESS VALUATION OF 100% EQUITY INTEREST IN SHINE GREAT INVESTMENTS LIMITED AND ITS SUBSIDIARIES

TO THE BOARD OF DIRECTORS OF NEW TIMES ENERGY CORPORATION LIMITED

We refer to the discounted future cash flows on which the business valuation (the ‘‘Valuation’’) dated 5 December 2014 prepared by Roma Appraisals Limited in respect of the appraisal of the market value of 100% equity interest in Shine Great Investments Limited and its subsidiaries (the ‘‘Disposal Group’’) is based. The Valuation is prepared based on the discounted future cash flows and is regarded as a profit forecast under paragraph 14.61 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’).

Responsibilities

The directors of New Times Energy Corporation Limited (the ‘‘Directors’’) are responsible for the preparation of the discounted future cash flows in accordance with the bases and assumptions determined by the Directors and as set out in the Valuation. This responsibility includes carrying out appropriate procedures relevant to the preparation of the discounted future cash flows for the Valuation and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.

It is our responsibility to report, as required by paragraph 14.62(2) of the Listing Rules, on the calculations of the discounted future cash flows used in the Valuation. The discounted future cash flows do not involve the adoption of accounting policies.

Basis of opinion

We conducted our work in accordance with the Hong Kong Standard on Assurance Engagements 3000 ‘‘Assurance Engagements Other Than Audits or Reviews of Historical Financial Information’’ issued by the Hong Kong Institute of Certified Public Accountants (‘‘HKICPA’’). This standard requires that we plan and perform our work to obtain reasonable assurance as to whether, so far as the calculations are concerned, the Directors have properly compiled the discounted future cash flows in accordance with the bases and assumptions as set out in the Valuation. We performed procedures on the arithmetical calculations and the

– 63 –

REPORT FROM KPMG

APPENDIX IV

compilations of the discounted future cash flows in accordance with the bases and assumptions. Our work is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing issued by the HKICPA. Accordingly, we do not express an audit opinion.

Opinion

In our opinion, so far as the calculations are concerned, the discounted future cash flows have been properly compiled in all material respects in accordance with the bases and assumptions adopted by the Directors as set out in the Valuation.

Other matters

Without qualifying our opinion, we draw to your attention that we are not reporting on the appropriateness and validity of the bases and assumptions on which the discounted future cash flows are based and our work does not constitute any valuation of the Disposal Group or an expression of an audit or review opinion on the Valuation.

The discounted future cash flows depend on future events and on a number of assumptions which cannot be confirmed and verified in the same way as past results and not all of which may remain valid throughout the period. Our work has been undertaken for the purpose of reporting solely to you under paragraph 14.62(2) of the Listing Rules and for no other purpose. We accept no responsibility to any other person in respect of, arising out of or in connection with our work.

KPMG

Certified Public Accountants Hong Kong

– 64 –

REPORT FROM WALLBANCK BROTHER SECURITIES (HONG KONG) LIMITED

APPENDIX V

==> picture [177 x 72] intentionally omitted <==

1312, Tower 1, Lippo Centre, 89 Queensway, Central, Hong Kong

5 December 2014

The Board of Directors New Times Energy Corporation Limited Room 1402, 14/F, New World Tower I, 16–18 Queen’s Road Central, Hong Kong

Dear Sirs,

MAJOR TRANSACTION — SUBSCRIPTION AGREEMENT AND SALE AND PURCHASE AGREEMENT

We refer to the cash flow forecasts underlying the valuation report dated 5 December 2014 prepared by Roma Appraisals Limited (the ‘‘Independent Valuer’’)in relation to the valuation (the ‘‘Valuations’’) of the entire equity interest of Shine Great Investments Limited (the ‘‘Shine Great’’), which constitute a profit forecast under Rule 14.61 of the Rules Governing the Listing of Securities on the Main Board of The Stock Exchange of Hong Kong Limited.

In formulating our opinion and recommendations, we have relied on the accuracy of the information, opinions and representations provided to us by the directors (the ‘‘Directors’’) and management of New Times Energy Corporation Limited (the ‘‘Company’’) and the Independent Valuer, and have assumed that all information, opinions and representations contained or referred to in the Valuations were true and accurate at the time when they were made and will continue to be accurate at the date of this circular (the ‘‘Circular’’), of which this report forms part. We have no reason to doubt that any relevant information has been withheld, nor are we aware of any fact or circumstance which would render the information provided and representations and opinions made to us untrue, inaccurate, misleading or deceptive. Having made all reasonable enquiries, the Directors and the Independent Valuer have further confirmed that, to the best of their knowledge, they believe there are no other facts or representations the omission of which would make any statement in the Valuations, including this letter, misleading or deceptive. We have not, however, carried out any independent verification of the information provided by the Directors and management of the Company and the Independent Valuer, nor have we conducted an independent investigation into the business, affairs and financial position of the Company.

– 65 –

REPORT FROM WALLBANCK BROTHER SECURITIES (HONG KONG) LIMITED

APPENDIX V

In formulating our opinion, we have relied on the financial information provided by the Company, Shine Great and its subsidiaries (the ‘‘Target Group’’) and the Independent Valuer, particularly, on the accuracy and reliability of financial statements and other financial data of the Company and Target Group. We have not audited, compiled nor reviewed the said financial statements and financial data. We shall not express any opinion or any form of assurance on them. We have had no reason to doubt the truth and accuracy of the information provided to us by the Company and the Independent Valuer. The Directors and the Independent Valuer have also advised us that no material facts have been omitted from the information to reach an informed view, and we have no reason to suspect that any material information has been withheld. We have not carried out any feasibility study on any past, existing and forthcoming investment decision, opportunity or project undertaken or be undertaken by the Company.

Our opinion has been formed on the assumption that any analysis, estimation, forecast, anticipation, condition and assumption provided by the Company and the Independent Valuer are valid and sustainable. Our opinions shall not be constructed as to give any indication to the validity, sustainability and feasibility of any past, existing and forthcoming investment decision, opportunity or project undertaken or to be undertaken by the Company.

We have reviewed the forecasts upon which the Valuations have been made for which you as the Directors of the Company are responsible and discussed with you and the Independent Valuer the information and documents provided by you which formed part of the bases and assumptions upon which the forecast has been prepared. We have also considered the report from KPMG dated 5 December 2014 addressed to yourselves as set out in Appendix IV to the Circular regarding the calculations upon which the forecasts have been made.

Our opinion does not address on the appropriateness and validity of the bases and assumptions on which the discounted future estimated cash flows are based and our opinion shall not constitute any opinion on any valuation of the relevant projects or an expression of an audit or review opinion on the Valuations.

On the basis of the foregoing, in balance and in general terms, at this stage, we are of the opinion that in such circumstances, the forecasts upon which the Valuations have been made, for which you as the Directors of the Company are solely responsible, have been made after due and careful enquiry by you.

– 66 –

REPORT FROM WALLBANCK BROTHER SECURITIES (HONG KONG) LIMITED

APPENDIX V

We take no responsibility for the contents of the Circular, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of the Circular.

Yours faithfully, For and on behalf of

Wallbanck Brothers Securities (Hong Kong) Limited Phil Chan Chief Executive Officer

– 67 –

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 IS HEREBY GIVEN that a special general meeting (the ‘‘meeting’’) of New Times Energy Corporation Limited (the ‘‘Company’’) will be held at 3/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Monday, 22 December 2014 at 10:30 a.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the following resolution as ordinary resolution:

ORDINARY RESOLUTION

‘‘THAT:
(a) The subscription agreement dated 7 October 2014 (the ‘‘Subscription Agreement’’) entered into between Shine Great Investments Limited (‘‘Shine Great’’) as issuer and Goldlink Capital Limited (‘‘Goldlink’’) as subscriber in relation to the subscription of approximately 17.01% of the enlarged issued share capital of 8,546,210 shares of Shine Great with a par value of US$1.00 (the ‘‘Shine Great Shares’’) as immediately before the completion of the proposed subscription of 1,453,790 Shine Great Shares (the ‘‘Subscription Shares’’) to be issued by Shine Great to Goldlink pursuant to the terms and conditions of the Subscription Agreement (‘‘Subscription Completion’’), and approximately 14.54% of the issued share capital of 10,000,000 Shine Great Shares as enlarged by the Subscription Shares, on the assumption that the share increase in accordance with the details set out in the subsection headed ‘‘Conditions Precedent’’in the circular is completed, a copy of which has been tabled at the meeting and signed by the Chairman of the meeting for the purpose of identification, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and
(b) the sale and purchase agreement dated 7 October 2014 (the ‘‘Sale and Purchase Agreement’’) entered into between Goldlink, as purchaser and Total Belief Limited as vendor in relation to the disposal of the 36.46% and 49% of the enlarged issued share capital of Shine Great of 10,000,000 Shine Great Shares on the assumption that the completion of share enlargement and the Subscription Completion being satisfied in accordance with details set out in the subsection headed ‘‘Disposal Conditions Precedent I for Transaction I’’ and ‘‘Disposal Conditions Precedent II for Transaction II’’in the circular, a copy of
For identification purpose only

– 68 –

NOTICE OF SGM

which has been tabled at the meeting and signed by the Chairman of the meeting for the purpose of identification, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

(c) any one or more of the directors of the Company be and is/are hereby generally and unconditionally authorized to do all such acts and things, to sign and execute all such documents for and on behalf of the Company and to take such steps as he/they may in his/their absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Sale and Purchase Agreement and the transactions contemplated thereunder.’’

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

Hong Kong, 5 December 2014

Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a Shareholder.
Where there are joint registered holders of any share of the Company, any one such person may vote at the meeting, either personally or by proxy, in respect of such shares as if he was solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.
In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be delivered to the office of the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 22/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
A form of proxy for use at the Meeting is being despatched to the Shareholders together with a copy of this notice.

As at the date hereof, the Board comprises seven Directors, of whom two are executive Directors, namely Mr. Cheng Kam Chiu, Stewart and Mr. Cheng Ming Kit; one is a nonexecutive Director, namely Mr. Heffner, Paul Lincoln; and four are independent non-executive Directors, namely Mr. Wong Man Kong, Peter, Mr. Chan Chi Yuen, Mr. Yung Chun Fai, Dickie and Mr. Chiu Wai On.

– 69 –

AI assistant

GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2014

49098_rns_2014-12-04_3b19f3db-fe46-46f9-a22c-ac95cb3d5607.pdf

MAJOR TRANSACTION CONCERNING SUBSCRIPTION AGREEMENT AND

SALE AND PURCHASE AGREEMENT AND NOTICE OF SPECIAL GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

NEW TIMES ENERGY CORPORATION LIMITED

MAJOR TRANSACTION CONCERNING SUBSCRIPTION AGREEMENT AND

SALE AND PURCHASE AGREEMENT AND

NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

LETTER FROM THE BOARD

I. THE SUBSCRIPTION AGREEMENT

Date

Parties

Subscription Shares

Subscription Consideration and Method of Payment

Bases of the Subscription Consideration

Conditions Precedent

Subscription Completion Date

II. THE SALE AND PURCHASE AGREEMENT

Date

Parties

(A) Transaction I — Disposal of Sale Shares I

(ii) Disposal Consideration I and payment terms for Transaction I

Bases of the Disposal Consideration I for Transaction I

(iii) Disposal Conditions Precedent I for Transaction I

(iv) Disposal Completion I for Transaction I

(B) Transaction II — Disposal of Sale Shares II

(i) Assets to be acquired/disposed for Transaction II

(ii) Disposal Consideration II and payment terms for Transaction II

Bases of the Disposal Consideration II for Transaction II

(iii) Disposal Conditions Precedent II for Transaction II

Consideration Adjustment Clause for Transaction II

(v) Disposal Completion II for Transaction II

(C) Principal Terms of the Convertible Bonds to be issued by Blue Sky

LETTER FROM THE BOARD

LETTER FROM THE BOARD

INFORMATION ON THE COMPANY

INFORMATION ON TOTAL BELIEF

INFORMATION ON SHINE GREAT

INFORMATION ON BLUE SKY

INFORMATION ON GOLDLINK

FINANCIAL INFORMATION OF THE DISPOSAL GROUP

FINANCIAL EFFECTS OF THE DISPOSAL ON THE GROUP

USE OF PROCEEDS BY THE COMPANY

REASONS FOR AND BENEFITS OF THE DISPOSAL FOR THE COMPANY

LETTER FROM THE BOARD

RISK FACTORS

(A) Assumptions and bases of the valuation report on Disposal Group may not be valid and sustainable

(B) There may be unidentified risks relating to the Disposal

LISTING RULES IMPLICATION

Major Transaction for the Company

Abstain from voting

LETTER FROM THE BOARD

SGM

RECOMMENDATION

ADDITIONAL INFORMATION

WARNING NOTICE

1. FINANCIAL INFORMATION OF THE GROUP

2. STATEMENT OF INDEBTEDNESS

Borrowings

Contingent liabilities

3. WORKING CAPITAL

4. MATERIAL ADVERSE CHANGE

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

Upstream business

Trading business

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

Director’s interests and short positions in the securities of the Company and its associated corporations

Long positions in the securities

Arrangements to acquire Shares or debentures

Substantial Shareholder’s interests

Long positions in securities

Interests in other members of the Group

3. COMPETING INTEREST

GoFintech Quantum Innovation Limited Proxy Solicitation & Information Statement 2014

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