GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2014

Aug 15, 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 [85 x 63] 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)

PROPOSED CAPITAL REORGANISATION AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting to be held at 3/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Wednesday, 10 September 2014 at 11:00 a.m. is set out on pages 10 and 11 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.

18 August 2014

* For identification purpose only

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF THE SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

– i –

DEFINITIONS

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

• “Board” the board of Directors

• “Bye-laws”

• the bye-laws of the Company, as amended from time to time

• “Capital Reduction”

• the proposal for the reduction of the existing share capital of the Company through cancelling paid-up capital of the Company to the extent of HK$0.49 on each of the issued Shares so that the nominal value of each issued Shares will be reduced from HK$0.50 to HK$0.01

• “Capital Reorganisation”

• the proposed capital reorganisation as more particularly set out under the section headed “Proposed Capital Reorganisation” in this circular

• “CCASS”

• the Central Clearing and Settlement System established and operated by HKSCC

• “Company”

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

• “Conditions”

• the conditions precedent to the Capital Reorganisation as set out under the paragraph headed “Conditions of the Capital Reorganisation” in the section headed “Proposed Capital Reorganisation” in this circular

• “Convertible Securities”

• (i) the unlisted convertible notes issued by the Company on 13 March 2013 in the aggregate principal amount of HK$38,475,000 maturing on 12 March 2015, of which HK$33,475,000 were still outstanding as at the Latest Practicable Date; and (ii) the unlisted convertible bonds issued by the Company on 3 July 2013 in the aggregate principal amount of HK$50,000,000 maturing on 2 July 2015, of which HK$50,000,000 were still outstanding as at the Latest Practicable Date

• “Director(s)”

• the director(s) of the Company from time to time

• “Existing Share Certificates”

• certificates for the Shares in purple color

– 1 –

DEFINITIONS

• “Group”

• the Company and its subsidiaries

• “HKSCC”

• Hong Kong Securities Clearing Company Limited

• “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

• “Latest Practicable Date”

• 14 August 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

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

• “New Share(s)” ordinary share(s) of HK$0.01 each in the capital of the Company upon the Capital Reorganisation becoming effective

• “New Share Certificates”

• certificates for the New Shares in green color

• “Registrar”

• 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

• “SGM”

• a special general meeting of the Company to be held on Wednesday, 10 September 2014 at 11:00 a.m., at which resolutions will be proposed to consider and, if thought fit, approve the Capital Reorganisation

• “Share(s)”

• ordinary shares of HK$0.50 each in the existing share capital of the Company

• “Shareholder(s)”

• holder(s) of Share(s)

• “Share Option Scheme”

• the share option scheme of the Company approved and adopted by the Company at the annual general meeting of the Company on 17 May 2011, pursuant to which a total of 29,154,000 share options were still outstanding as at the Latest Practicable Date

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• “subsidiaries”

• shall have the meaning as defined in the Listing Rules

– 2 –

DEFINITIONS

“Warrants”

(i) the unlisted warrants issued by the Company on 16 July 2012 in the aggregate principal amount of HK$105,000,000 expiring on 15 July 2017, of which HK$105,000,000 were still outstanding as at the Latest Practicable Date; and (ii) the unlisted warrants issued by the Company on 5 July 2013 in the aggregate principal amount of HK$22,684,200 expiring on 4 July 2016, of which HK$22,684,200 were still outstanding as at the Latest Practicable Date

– 3 –

EXPECTED TIMETABLE

The expected timetable for the Capital Reorganisation is set out below:

Despatch of this circular regarding the Capital Reorganisation . . . . . . . . . . . . . Monday,	Despatch of this circular regarding the Capital Reorganisation . . . . . . . . . . . . . Monday,
	18 August 2014
Publication of the notice of	the SGM . . . . . . . . . . . . . . . . . . . . . Monday, 18 August 2014
Latest time for lodging the	form of proxy for the SGM . . . . . . . . . 11:00 a.m. on Monday,
	8 September 2014
Date and time of the SGM	. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Wednesday,
	10 September 2014
Publication of the SGM results announcement . . . . . . . . . Wednesday, 10 September 2014

The following event is conditional on the fulfillment of the Conditions, the dates are therefore tentative:

Effective date of the Capital Reorganisation . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 11 September 2014 Commencement of dealings in New Shares on the Stock Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 11 September 2014 First day of free exchange of existing certificates for Shares for new certificates for New Shares . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 11 September 2014 Last day of free exchange of existing certificates for Shares for new certificates for New Shares . . . . . . . . . . . . . . . . . 4:30 p.m. on Monday, 20 October 2014

All times and dates in this circular refer to Hong Kong local time and dates. Dates or deadlines specified in the expected timetable above are indicative only and may be varied by the Company. If there are any changes to the expected timetable, the Company will notify the Shareholders as and when appropriate.

– 4 –

LETTER FROM THE BOARD

==> picture [85 x 63] 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 Central Hong Kong

18 August 2014

To the Shareholders,

Dear Sir or Madam,

PROPOSED CAPITAL REORGANISATION

INTRODUCTION

On 29 July 2014, the Company announced that it proposed to put forward for approval by the Shareholders the proposal of the Capital Reorganisation.

The purpose of this circular is to provide the Shareholders with (1) further details of the Capital Reorganisation; and (2) the notice convening the SGM.

PROPOSED CAPITAL REORGANISATION

The proposal of the Capital Reorganisation is as follows:

• (i) a Capital Reduction by way of a reduction of the existing share capital of the Company through cancelling paid-up capital of the Company to the extent of HK$0.49 on each of the issued Shares so that the nominal value of each issued Share will be reduced from HK$0.50 to HK$0.01;

• For identification purpose only

– 5 –

LETTER FROM THE BOARD

• (ii) applying the credit arising from the Capital Reduction to set off against the accumulated losses of the Company and the balance (if any) will be transferred to the contributed surplus account or other account of the Company which may be utilised by the Directors as a distributable reserve in accordance with the Bye-laws and the applicable laws of Bermuda; and

• (iii) a sub-division of each unissued Share (including all those arising from the Capital Reduction) in the authorised share capital of the Company into fifty (50) New Shares of HK$0.01 each immediately after the Capital Reduction becoming effective.

Assuming there will be no change in the share capital of the Company from the date of this circular up to the date on which the Capital Reorganisation becomes effective, the share capital structure of the Company shall be as follows:

Immediately after the As at the date of Capital Reorganisation this circular becoming effective Amount of authorised HK$2,000,000,000.00 HK$2,000,000,000.00 share capital Nominal value HK$0.50 per Share HK$0.01 per New Share Number of authorised shares 4,000,000,000 Shares 200,000,000,000 New Shares Amount of issued HK$588,936,997.50 HK$11,778,739.95 share capital Number of issued shares 1,177,873,995 Shares 1,177,873,995 New Shares Amount of unissued HK$1,411,063,002.50 HK$1,988,221,260.05 share capital Number of unissued shares 2,822,126,005 Shares 198,822,126,005 New Shares

The resulting New Shares with a nominal value of HK$0.01 will rank pari passu in all respects with each other in accordance with the Bye-laws.

Conditions of the Capital Reorganisation

The Capital Reorganisation is conditional upon fulfillment of the following Conditions:

• (i) the passing of a special resolution in respect of the Capital Reorganisation by the Shareholders at the SGM;

– 6 –

LETTER FROM THE BOARD

• (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the New Shares (in issue and to be issued by the Company pursuant to the Share Option Scheme, the terms of the Convertible Securities and the terms of the Warrants) upon the Capital Reorganisation becoming effective; and

• (iii) compliance with the relevant procedures and requirements under the laws of Bermuda (where applicable) and the Listing Rules to effect the Capital Reorganisation.

Expected effective date of the Capital Reorganisation

Subject to the fulfillment of the Conditions, the Capital Reorganisation is expected to become effective on the next business day (as defined in the Listing Rules) following the date of passing of the abovementioned special resolution at the SGM.

Free exchange of share certificates

Subject to the Capital Reorganisation becoming effective, Shareholders may, during the business hours from Thursday, 11 September 2014 to Monday, 20 October 2014 (both dates inclusive), submit the Existing Share Certificates for the Shares in board lot of 2,000 Shares, which is purple in color, to the Registrar, Tricor Tengis Limited at 22/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong in exchange for the New Share Certificates for the New Shares, at the expense of the Company, which will be green in color. It is expected that the New Share Certificates will be available to the Shareholders for collection within 10 business days from the date of submission for the exchange. Thereafter, Existing Share Certificates will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) for each New Share Certificate to be issued or each Existing Share Certificate submitted for cancellation, whichever the number of certificates involved is higher, payable by the Shareholders to the Registrar.

Nevertheless, the Existing Share Certificates will continue to be good evidence of legal title and will be valid for dealings, trading and settlement purpose after the Capital Reorganisation has become effective and may be exchanged for New Share Certificates at any time in accordance with the foregoing.

Financial effects of the Capital Reorganisation

Other than by reason of expenses incurred, the implementation of the Capital Reorganisation will have no effect on the consolidated net asset value of the Group, nor will it alter the underlying assets, business, operations, management or financial position of the Company or the interests of the Shareholders as a whole. The Board believes that the Capital Reorganisation will not have any material adverse effect on the financial position of the Group and there will be no reasonable grounds for believing that the Company is, or after the Capital Reorganisation, unable to pay its liabilities as they become due.

– 7 –

LETTER FROM THE BOARD

Reasons for the Capital Reorganisation

The Board is of the view that the Capital Reorganisation will give greater flexibility to the Company to raise funds through the issue of New Shares in the future and the elimination of the Company’s accumulated losses will allow greater flexibility for the Company to pay dividends in the future.

Having considered the foregoing, the Board is of the view that the Capital Reorganisation is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Listing and dealings

Application has been made to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the New Shares (in issue and to be issued by the Company pursuant to the Share Option Scheme, the terms of the Convertible Securities and the terms of the Warrants) arising from the Capital Reorganisation.

The New Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. Subject to the granting of the listing of, and permission to deal in, the New Shares (in issue and to be issued by the Company pursuant to the Share Option Scheme, the terms of the Convertible Securities and the terms of the Warrants) on the Stock Exchange, the New Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the New Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made enabling the securities to be admitted into CCASS.

No part of the securities of the Company is listed or dealt in on which listing or permission to deal is being or is proposed to be sought on other stock exchanges.

SGM

A notice of the SGM is set out on pages 10 and 11 of this circular. The SGM will be convened and held at 3/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Wednesday, 10 September 2014 at 11:00 a.m., at which a special resolution will be proposed to the Shareholders to consider and, if thought fit, to approve the Capital Reorganisation. In accordance with the requirements of the Listing Rules, all votes to be taken at the SGM will be by poll.

The proposed Capital Reorganisation is subject to the approval of a special resolution passed by the Shareholders. As none of the Shareholders is interested in the proposed Capital Reorganisation, no Shareholders are required to abstain from voting at the SGM.

– 8 –

LETTER FROM THE BOARD

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you intend to attend the SGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Registrar, 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 of the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

RECOMMENDATION

The Directors are of the opinion that the Capital Reorganisation is in the interests of the Company and the Shareholders as a whole. Therefore, the Directors recommend the Shareholders to vote in favor of the special resolution to be proposed at the SGM.

GENERAL

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief 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.

Yours faithfully, On behalf of the Board

New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman

– 9 –

NOTICE OF THE SGM

==> picture [85 x 63] 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 Wednesday, 10 September 2014 at 11:00 a.m. for the purpose of considering and, if thought fit, passing (with or without modification) the following special resolution:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon (i) the Listing Committee of the Board of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, the New Shares (as hereinafter defined) (in issue and to be issued); and (ii) compliance by the Company with requirements under section 46(2) of the Companies Act 1981 of Bermuda (as amended) to effect the capital reorganisation as set out below (the “ Capital Reorganisation ”), with effect from 9:00 a.m. on the business day (as defined in the Rules Governing the Listing of Securities on the Stock Exchange) following the day on which this resolution is passed by the shareholders of the Company (the “ Shareholders ”):

• (a) the paid-up capital of each issued share of the Company be reduced from HK$0.50 to HK$0.01 by cancelling paid up capital of the Company to the extent of HK$0.49 on each of the issued shares such that the nominal value of each issued share be reduced from HK$0.50 to HK$0.01 so as to form a new share with nominal value of HK$0.01 (the “ New Share ”) (the “ Capital Reduction ”);

• (b) the credit arising from the Capital Reduction be applied to set off against the accumulated losses of the Company and the balance (if any) be transferred to the contributed surplus account or other account of the Company which may be utilised by the Directors as a distributable reserve and the Directors be and are hereby authorised to apply the amount in the contributed surplus account or the aforesaid other account of the Company in any manner permitted by the laws of Bermuda and the bye-laws of the Company;

• (c) immediately following the Capital Reduction, each of the authorised but unissued shares of the Company of HK$0.50 each (including all those arising from the Capital Reduction) be sub-divided into fifty (50) New Shares of HK$0.01 each; and

• For identification purpose only

– 10 –

NOTICE OF THE SGM

• (d) any one or more Directors be and are hereby authorised to do all acts, deeds and things and to sign and to affix the common seal in accordance with the bye-laws of the Company on all documents as they may, in their absolute discretion, deem necessary, desirable or expedient to give effect and implement this resolution.”

Yours faithfully, For and on behalf of New Times Energy Corporation Limited Cheng Kam Chiu, Stewart Chairman

Hong Kong, 18 August 2014

Registered Office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head Office and Principal Place of Business in Hong Kong:

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

Notes:

1. 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.

2. 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.

3. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof must be delivered to the office of the Company’s branch share 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.

4. A form of proxy for use at the Meeting is being despatched to the Shareholders together with a copy of this notice.

– 11 –