GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2014

Apr 23, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

==> 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) Mr. Wong Tai Cheung, Andrew (Chief Financial Officer)

Non-executive Director: 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

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

Head Office and Principal Place of Business: Room 1007–08, 10/F New World Tower I 16–18 Queen’s Road Central Central Hong Kong 24 April 2014

To the shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

• For identification purpose only

– 1 –

1. INTRODUCTION

The purpose of this circular is to give you notice of the annual general meeting of New Times Energy Corporation Limited (the ‘‘Company’’) to be held on Friday, 27 June 2014 at 2:30 p.m. (the ‘‘AGM’’), and provide you with information on matters to be dealt at the AGM, inter alia:

• (a) the grant of general mandates (the ‘‘General Mandates’’) to the directors of the Company (the ‘‘Directors’’) to issue and repurchase ordinary shares of HK$0.50 each in the share capital of the Company (the ‘‘Shares’’); and

• (b) the re-election of the retiring Directors.

2. GENERAL MANDATES

At the last annual general meeting of the Company held on 28 June 2013, ordinary resolutions were passed granting general mandates to the Directors (i) to allot, issue and deal with new Shares of up to 20% of the issued share capital of the Company as at 28 June 2013; (ii) to repurchase Shares on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) of up to 10% of the issued share capital of the Company as at 28 June 2013; and (iii) to extend the general mandate to allot and issue Shares granted to the Directors by adding to it the number of Shares that has been repurchased by the Company.

The General Mandates will lapse at the conclusion of the AGM, unless renewed at the AGM. In order to provide continual flexibility to the Directors, ordinary resolutions will be proposed at the AGM to renew the General Mandates.

(a) Repurchase Mandate

At the AGM, an ordinary resolution, set out as ordinary resolution no. 5 in the notice convening the AGM as set out in Appendix III to this circular (the ‘‘AGM Notice’’), will be proposed to grant a new general and unconditional mandate to the Directors to exercise the powers of the Company to repurchase, at any time during the Relevant Period (as defined in ordinary resolution no. 5), Shares of up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of ordinary resolution no. 5 (the ‘‘Repurchase Mandate’’).

As at 17 April 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular (the ‘‘Latest Practicable Date’’), the number of Shares in issue was 1,173,199,995 Shares. Subject to the passing of the proposed resolution for approving the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase up to a limit of 117,319,999 Shares.

An explanatory statement setting out the requisite information regarding the Repurchase Mandate as required under the Rules Governing the Listing of Securities on the Stock Exchange (the ‘‘Listing Rules’’) is set out in Appendix I to this circular.

– 2 –

(b) Issue Mandate

At the AGM, an ordinary resolution, set out as ordinary resolution no. 4 in the AGM Notice, will be proposed to grant a new general and unconditional mandate to the Directors to issue, at any time during the Relevant Period (as defined in ordinary resolution no. 4), Shares representing up to 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of ordinary resolution no. 4 (the ‘‘Issue Mandate’’).

As at the Latest Practicable Date , the number of Shares in issue was 1,173,199,995 Shares. Subject to the passing of the proposed resolution for approving the Issue Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the date of the AGM, the Company would be allowed under the Issue Mandate to issue up to a limit of 234,639,948 Shares.

In addition, an ordinary resolution, set out as ordinary resolution no. 6 in the AGM Notice, will be proposed to extend the Issue Mandate which would increase the limit of the Issue Mandate by adding to it the number of Shares repurchased under the Repurchase Mandate.

3. RE-ELECTION OF RETIRING DIRECTORS

Pursuant to the Company’s memorandum of association and the bye-laws as originally adopted, or as from time to time altered (the ‘‘Bye-laws’’), at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election and shall continue to act as a Director throughout the annual general meeting at which he retires.

Mr. Cheng Ming Kit, Mr. Wong Man Kong, Peter and Mr. Chiu Wai On will retire by rotation at the AGM and being eligible, offer themselves for re-election. Biographical details of the aforesaid Directors are set out in Appendix II to this circular.

4. ANNUAL GENERAL MEETING

The AGM Notice is set out in Appendix III to this circular. Shareholders of the Company (the ‘‘Shareholders’’) are advised to read the AGM Notice and to complete and return the enclosed form of proxy for use at the AGM in accordance with the instructions printed thereon and deposit the same with 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 and in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in the AGM Notice will be decided by poll. An announcement of the poll results will be made after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

– 3 –

5. RECOMMENDATION

The Directors consider that the granting of the General Mandates and the re-election of the retiring Directors are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolutions set out in the AGM Notice to be proposed at the AGM.

6. 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 enquires, 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 not other matters the omission of which would make any statement herein or this circular misleading.

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

– 4 –

EXPLANATORY STATEMENT

APPENDIX I

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to the Shareholders for their consideration of the Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, 1,173,199,995 Shares were issued. Subject to the passing of the ordinary resolution approving the Repurchase Mandate as set out in the AGM Notice and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase up to 117,319,999 Shares until (i) the conclusion of the next annual general meeting in 2015; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws to be held; or (iii) the revocation or variation of the Repurchase Mandate by ordinary resolution of the Shareholders at a general meeting of the Company, whichever is the earliest.

REASONS FOR REPURCHASES

Repurchases of Shares may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders.

Whilst the Directors do not at present intend to repurchase any Shares, they believe that the flexibility afforded by the mandate granted to them if the relevant ordinary resolution to approve the grant of the Repurchase Mandate is passed would be beneficial to the Company and the Shareholders.

FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such repurchase in accordance with its memorandum of association and the Bye-laws, the laws of Bermuda and the Listing Rules. Repurchases pursuant to the Repurchase Mandate will be made out of funds of the Company legally permitted to be utilised in this connection, including the funds of the Company otherwise available for dividend or distribution or the proceeds of a fresh issue of Shares made for such purpose.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited accounts for the year ended 31 December 2013) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

– 5 –

EXPLANATORY STATEMENT

APPENDIX I

DISCLOSURE OF INTERESTS

None of the Directors and, to the best of the knowledge of the Directors, having made all reasonable enquiries, none of their associates (as defined in the Listing Rules), have any present intention, if the Repurchase Mandate is exercised, to sell any Shares to the Company.

No connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell Shares to the Company, nor has undertaken not to do so, if the Repurchase Mandate is exercised.

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Bye-laws and the applicable laws of Bermuda.

TAKEOVERS CODE

If, as a result of a repurchase of Shares by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Hong Kong Code on Takeovers and Mergers (the ‘‘Takeovers Code’’). Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ shareholding, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, according to the registers required to be kept by the Company under section 336 of the Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong (the ‘‘SFO’’), and so far as is known to the Directors, the immediate substantial Shareholder (as defined in the Listing Rules) of the Company, Max Sun Enterprises Limited (‘‘Max Sun’’), was directly interested in approximately 22.13% of the Company’s issued share capital. Details of the shareholdings are as follows:

			Percentage of
			shareholding
	Number of	Percentage of	if the
	Shares held as	shareholding	Repurchase
	at the Latest	as at the Latest	Mandate is
Name	Practicable Date	Practicable Date	exercised in full
Max Sun (Note i)	259,647,110	22.13%	24.59%
Chow Tai Fook Nominee
Limited (Note ii)	259,647,110	22.13%	24.59%

Notes:

• (i) The entire issued share capital of Max Sun is legally and beneficially owned by Chow Tai Fook Nominee Limited.

• (ii) Chow Tai Fook Nominee Limited is in turn controlled by Dato’ Dr. Cheng Yu Tung. As such, Chow Tai Fook Nominee Limited and Dato’ Dr. Cheng Yu-Tung were deemed to have interest in the Shares held by Max Sun for the purposes of the SFO.

– 6 –

EXPLANATORY STATEMENT

APPENDIX I

In the event that the Repurchase Mandate is exercised in full and assuming that there is no change in the number of Shares held by Max Sun and there is no other change to the issued share capital of the Company, the shareholding of Max Sun in the Company will be increased to approximately 24.59% of the reduced issued share capital of the Company immediately after the exercise in full of the Repurchase Mandate. The Directors are not aware of the consequences which would arise under the Takeovers Code as a result of any repurchases of Shares pursuant to the Repurchase Mandate. In addition, in exercising the Repurchase Mandate (whether in full or otherwise), the Directors will ensure that the Company shall comply with the requirements of the Listing Rules, including the minimum percentage of Shares being held in public hands.

SHARES PURCHASES MADE BY THE COMPANY

No repurchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) during the last six months immediately preceding the Latest Practicable Date.

SHARE PRICES

The highest and lowest prices at which the Shares had traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2013
April	0.77	0.60
May	0.78	0.69
June	0.70	0.60
July	0.72	0.59
August	0.67	0.60
September	0.64	0.59
October	0.73	0.59
November	0.72	0.63
December	0.71	0.58
2014
January	0.62	0.52
February	0.57	0.50
March	0.54	0.46
April (up to the Latest Practicable Date)	0.48	0.39

– 7 –

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Set out below are the personal particulars of the Directors who offer themselves for re-election at the AGM:

Mr. CHENG Ming Kit, aged 39, was appointed an Executive Director in October 2009 and the Chief Executive Officer in March 2012. Mr. Cheng holds a Bachelor’s degree in Commerce from the University of Alberta, Canada and a Master’s degree in Business Administration from the University of North Carolina, Charlotte. Mr. Cheng has over 10 years of experience in merger and acquisition, capital markets and corporate finance. He also has extensive investment and management experience in the energy business in Hong Kong, the People’s Republic of China (the ‘‘PRC’’) and overseas. He served various positions with New World Development Company Limited, a company listed on the Stock Exchange, and was responsible for corporate finance, fund raising and real estate activities in the PRC. From 2003 to 2008, Mr. Cheng was involved in the investment and operations in the gold mining industry in the PRC and held senior positions in a mining company listed on the Toronto Stock Exchange Venture Board with mining and exploration operations in the PRC. From November 2008 to June 2009, Mr. Cheng was an executive director of Grand T G Gold Holdings Limited, a company listed on the Stock Exchange. Mr. Cheng is the nephew of Mr. Cheng Kam Chiu, Stewart, an Executive Director and the Chairman of the Company.

Other than as stated above, Mr. Cheng is not related to any directors, senior management, or substantial or controlling shareholders of the Company, and has not held any directorship in any other listed company in the last three years.

As at the Latest Practicable Date, Mr. Cheng was interested in 1,000 Shares and had a derivative interest in respect of 10,672,000 Shares in the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Cheng does not have any interest in shares and/or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

Mr. Cheng has entered into a service contract and a letter of appointment with the Company. According to the service contract, he is not appointed for any specific length or proposed length of service and his term of service shall continue unless and until terminated by either the Company or by giving, to the other party, one month’s prior notice or payment in lieu of notice, or by mutual agreement. Mr. Cheng, if re-elected, will be appointed as an Executive Director with effect from the conclusion of the AGM for a term of not more than approximately 3 years expiring at the conclusion of the Company’s annual general meeting to be held in 2017, subject to earlier determination in accordance with the Bye-laws and/or applicable laws and regulations. His total emoluments for the year ended 31 December 2013 was HK$1,966,000, which comprised the fixed annual salary, allowance and benefits in kind of HK$1,801,000, the discretionary bonuses pegged to performance of HK$150,000 and the retirement scheme contributions of HK$15,000. Such emoluments are determined by reference to job responsibilities, the prevailing market conditions of the industry and the Company’s remuneration policy, operating performance and profitability.

– 8 –

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Save as disclosed above, in relation to the re-election of Mr. Cheng as an Executive Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

Mr. WONG Man Kong, Peter, BBS, JP, aged 65, was re-designated as an Independent Non-executive Director in May 2013. He acted as a Non-executive Director from February 2008 to May 2013. Mr. Wong holds a Bachelor of Science Degree in Mechanical Engineering (Naval Architecture) from the University of California, Berkeley, USA. He was awarded the Bronze Bauhinia Star by the Government of the Hong Kong Special Administrative Region, and was an awardee of the ‘‘Young Industrialist Award of Hong Kong’’. Mr. Wong is a deputy to the National People’s Congress of the People’s Republic of China. He is also the executive vice chairman of Hong Kong Pei Hua Education Association, the executive chairman of China Chamber of Tourism, a director of Ji Nan University, and a senior member of The University of Hong Kong Foundation for Educational Development and Research. Mr. Wong currently holds directorship in several companies listed on the Stock Exchange, including a nonexecutive director of Hong Kong Ferry (Holdings) Company Limited, and an independent nonexecutive director of Glorious Sun Enterprises Limited, China Travel International Investment Hong Kong Limited, Sun Hung Kai & Company Limited, Sino Hotels (Holdings) Limited, Chinney Investments Limited, Far East Consortium International Limited and MGM China Holdings Limited. He is also the chairman of M.K. Corporation Limited, North West Development Limited, Culture Resources Development Company Limited, Silk Road Hotel Management Company Limited and Silk Road Travel Management Limited.

Other than as stated above, Mr. Wong is not related to any directors, senior management, or substantial or controlling shareholders of the Company, and has not held any directorship in any other listed company in the last three years.

As at the Latest Practicable Date, Mr. Wong had a derivative interest in respect of 1,067,000 Shares in the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Wong does not have any interest in shares and/or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

There is a letter of appointment entered into between Mr. Wong and the Company. Mr. Wong, if re-elected, will be appointed as an Independent Non-executive Director with effect from the conclusion of the AGM for a term of not more than approximately 3 years expiring at the conclusion of the Company’s annual general meeting to be held in 2017, subject to earlier determination in accordance with the Bye-laws and/or applicable laws and regulations. The total amount of Mr. Wong’s emoluments as an Independent Non-executive Director, members of the Audit Committee, the Nomination Committee and the Remuneration Committee amounted to HK$100,000 for the year ended 31 December 2013. Mr. Wong is entitled to such Director’s fee and emoluments as may be approved by the Board in accordance with the Bye-laws. His emoluments will be determined by reference to job responsibilities, the prevailing market conditions of the industry and the Company’s remuneration policy, operating performance and profitability.

– 9 –

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Save as disclosed above, in relation to the re-election of Mr. Wong as an Independent Non-executive Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

Mr. CHIU Wai On, aged 45, was appointed as an Independent Non-executive Director in November 2006. Mr. Chiu is a member of the Hong Kong Institute of Certified Public Accountants and a fellow of the Association of Chartered Certified Accountants in the United Kingdom. He possesses extensive professional experience in accounting and auditing services. Mr. Chiu is currently an independent non-executive director of Guocang Group Limited (formerly known as ‘‘Hua Yi Copper Holdings Limited’’), which shares are listed on the Stock Exchange.

Other than as stated above, Mr. Chiu is not related to any directors, senior management, or substantial or controlling shareholders of the Company, and has not held any directorship in any other listed company in the last three years.

As at the Latest Practicable Date, Mr. Chiu had a derivative interest in respect of 1,067,000 Shares in the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Chiu does not have any interest in shares and/or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

There is a letter of appointment entered into between Mr. Chiu and the Company. Mr. Chiu, if re-elected, will be appointed as an Independent Non-executive Director with effect from the conclusion of the AGM for a term of not more than approximately 3 years expiring at the conclusion of the Company’s annual general meeting to be held in 2017, subject to earlier determination in accordance with the Bye-laws and/or applicable laws and regulations. The total amount of Mr. Chiu’s emoluments as an Independent Non-executive Director, the chairman of the Audit Committee, and members of the Nomination Committee and the Remuneration Committee amounted to HK$100,000 for the year ended 31 December 2013. Mr. Chiu is entitled to such Director’s fee and emoluments as may be approved by the Board in accordance with the Bye-laws. His emoluments will be determined by reference to job responsibilities, the prevailing market conditions of the industry and the Company’s remuneration policy, operating performance and profitability.

Save as disclosed above, in relation to the re-election of Mr. Chiu as an Independent Non-executive Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

– 10 –

NOTICE OF ANNUAL GENERAL MEETING

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

NEW TIMES ENERGY CORPORATION LIMITED 新 時 代 能 源 有 限 公 司[*] (incorporated in Bermuda with limited liability) (Stock Code: 00166)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the ‘‘AGM’’) of New Times Energy Corporation Limited (the ‘‘Company’’) will be held at 3/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Friday, 27 June 2014 at 2:30 p.m. for the following purposes:

As ordinary businesses:

1. To receive and consider the audited consolidated financial statements, the Directors’ Report and the Independent Auditor’s Report of the Company for the year ended 31 December 2013;

2. To re-elect the retiring directors of the Company (the ‘‘Directors’’) and authorize the Company’s board of Directors (the ‘‘Board’’) to fix the remuneration of the Directors;

3. To re-appoint the auditors of the Company and authorize the Board to fix their remuneration;

And as special businesses, to consider and, if thought fit, to pass with or without amendments, the following as ordinary resolutions:

ORDINARY RESOLUTIONS

1. ‘‘THAT:

2. (a) subject to paragraph (c) of this resolution, pursuant to the Listing Rules, the exercise by the Directors during the Relevant Period (as defined in paragraph (e) of this resolution) of all the powers of the Company to allot, issue and deal with ordinary shares of HK$0.50 each in the capital of the Company (the ‘‘Shares’’) and to make and/or grant offers, agreements and options (including warrants, bonds, notes and debentures convertible into Shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. For identification purpose only

– 11 –

NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorize the Directors during the Relevant Period to make and/or grant offers, agreements and options (including warrants, bonds, notes and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of the Shares allotted, issued or dealt with, or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval given under paragraph (a) of this resolution, otherwise than pursuant to:

• (i) a Rights Issue (as defined in paragraph (e) of this resolution);

• (ii) the exercise of the subscription or conversion rights attaching to any warrants, bonds, notes or any other securities issued by the Company which are convertible into Shares;

• (iii) the exercise of options granted by the Company under any share option scheme or similar arrangement for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible person (if any) of Shares or rights to acquire Shares; or

• (iv) any scrip dividend or similar arrangements providing for the allotment of Shares in lieu of the whole or part of a dividend on the Shares in accordance with the bye-laws of the Company (the ‘‘Bye-laws’’),

shall not exceed 20 per cent. of the aggregate nominal amount of the Shares in issue at the date of the passing of this resolution, and the said approval shall be limited accordingly;

• (d) subject to the passing of each of the paragraphs (a), (b) and (c) of this resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

• (e) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or the Companies Act 1981 of Bermuda (as amended) or any applicable laws to be held; or

• (iii) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company (the ‘‘Shareholders’’) in general meeting;

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

and,

‘‘Rights Issue’’ means an offer of Shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory outside Hong Kong).’’

1. ‘‘THAT:

2. (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) of this resolution) of all the powers of the Company to repurchase issued Shares on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other stock exchange on which the securities of the Company may be listed and recognized for this purpose by the Securities and Futures Commission and the Stock Exchange under the Hong Kong Code on Share Repurchases, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange (as amended from time to time), be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of Shares which the Company is authorized to repurchase pursuant to the approval in paragraph (a) of this resolution shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution;

4. (c) subject to the passing of each of the paragraphs (a) and (b) of this resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

5. (d) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or the Companies Act 1981 of Bermuda (as amended) or any applicable laws to be held; or

• (iii) the revocation or variation of the authority given under this resolution by ordinary resolution of the Shareholders in general meeting.’’

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

1. ‘‘THAT conditional upon the passing of resolutions no. 4 and no. 5 set out in the notice convening the AGM, the aggregate nominal amount of the number of Shares which are repurchased by the Company under the authority granted to the Directors as mentioned in the said resolution no. 5 shall be added to the aggregate nominal amount of share capital of the Company that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to the approval in the said resolution no. 4.’’

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

Hong Kong, 24 April 2014

Head office and principal place of business Registered office Room 1007–08, 10/F Clarendon House New World Tower I 2 Church Street 16–18 Queen’s Road Central Hamilton HM 11 Central Bermuda Hong Kong

Notes:

• (1) Any Shareholder entitled to attend and vote at the AGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a Shareholder.

• (2) The form of proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

• (3) Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the AGM and in such event, the form of proxy shall be deemed to be revoked.

• (4) Where there are joint Shareholders, any one of such joint Shareholder may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint Shareholders be present at the above meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Shareholders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

• (5) The form of proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof.

• (6) The register of members of the Company will be closed on Friday, 27 June 2014, for the purpose of determining Shareholders’ entitlement to attend and vote at the AGM, during which day no transfers of shares will be registered. In order to eligible to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Thursday, 26 June 2014.

• (7) The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

– 14 –