GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2014

Jan 20, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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 form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer, registered institutions in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

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

PROPOSED REFRESHMENT OF OPTION SCHEME LIMIT AND

NOTICE OF SPECIAL GENERAL MEETING

Financial Adviser to the Company

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A letter from the board of directors of the Company is set out on pages 3 to 7 of this circular.

A notice convening the special general meeting of the Company (the ‘‘SGM’’) to be convened and held at 3/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Monday, 10 February 2014 at 3:00 p.m. is set out on pages 8 and 10 of this circular. A form of proxy for the SGM is enclosed with this circular. Whether or not you intend to attend the SGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

• For identification purpose only

21 January 2014

CONTENTS

			Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from	the	Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of SGM		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

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DEFINITIONS

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

• ‘‘associate(s)’’

• has the meaning ascribed thereto under the Listing Rules

• ‘‘Board’’ the board of Directors

• ‘‘Company’’

• New Times Energy Corporation Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the main board of the Stock Exchange

• ‘‘Director(s)’’ the director(s) of the Company from time to time

• ‘‘Eligible Employee(s)’’

any employee (whether full time or part time employee, including any executive Director but not any non-executive Director and independent non-executive Director) of the Company, its subsidiaries and any Invested Entity

• ‘‘Eligible Participant(s)’’

• any person belonging to any of the following classes of participants:

• (a) any Eligible Employee;

• (b) any non-executive Director (including independent non-executive Directors) of the Company, any of the Company’s subsidiaries or any Invested Entity;

• (c) any supplier of goods or services to any member of the Group or any Invested Entity;

• (d) any customer of the Group or any Invested Entity;

• (e) any agent or consultant of any member of the Group that provides research, development, technological support or other services to the Group or any Invested Entity; and

• (f) any shareholder or any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity

• ‘‘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

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DEFINITIONS

• ‘‘Invested Entity’’ any entity in which any member of the Group holds any equity interest

• ‘‘Latest Practicable Date’’ 16 January 2014, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information referred to in this circular

• ‘‘Listing Committee’’ has the meaning ascribed thereto under the Listing Rules

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Option Scheme Limit’’ the maximum number of Shares which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme which initially shall not in aggregate exceed 10% of the Shares in issue as at the date of adoption of the Share Option Scheme and thereafter, if refreshed, shall not in aggregate exceed 10% of the Shares in issue as at the date of the SGM

• ‘‘Refreshment of Option Scheme the proposed refreshment of the Option Scheme Limit Limit’’

• ‘‘SGM’’ a special general meeting of the Company to be convened for the purpose of considering and, if thought fit, passing the relevant resolution(s) to approve, among other things, the Refreshment of Option Scheme Limit

• ‘‘Share(s)’’ ordinary share(s) of HK$0.50 each in the share capital of the Company

• ‘‘Shareholder(s)’’ the holder(s) of the Shares

• ‘‘Share Option Scheme’’ the share option scheme approved and adopted by the Company at the annual general meeting of the Company held on 17 May 2011

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘%’’ per cent

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

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LETTER FROM THE BOARD

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

(incorporated in Bermuda with limited liability)

(Stock Code: 00166)

Executive Directors: Mr. Cheng Kam Chiu, Stewart (Chairman) Mr. Cheng Ming Kit (Chief Executive Officer) Mr. Wong Tai Cheung, Andrew (Chief Financial Officer)

Non-executive Director: Mr. Heffner, Paul Lincoln

Independent non-executive Directors: Mr. Chan Chi Yuen Mr. Chiu Wai On Mr. Wong Man Kong, Peter Mr. Yung Chun Fai, Dickie

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

Head office and principal place of business in Hong Kong: Room 1007–8, 10/F New World Tower I 18 Queen’s Road Central Central, Hong Kong

21 January 2014

To the Shareholders

Dear Sir or Madam,

PROPOSED REFRESHMENT OF OPTION SCHEME LIMIT AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

On 30 December 2013, the Board announced that the Company proposes to refresh the Option Scheme Limit which, if refreshed, shall not in aggregate exceed 10% of the Shares in issue as at the date of the SGM.

The purpose of this circular is to provide you with, among other things, (i) details of the Refreshment of Option Scheme Limit; and (ii) the notice of the SGM to be convened and held for the purpose of considering and, if thought fit, passing the relevant resolution(s) to approve, among other things, the proposed Refreshment of Option Scheme Limit.

• For identification purpose only

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LETTER FROM THE BOARD

PROPOSED REFRESHMENT OF OPTION SCHEME LIMIT

Terms of the Option Scheme Limit

The Share Option Scheme was conditionally adopted by the Company on 17 May 2011. As at the Latest Practicable Date, apart from the Share Option Scheme, the Group has no other share option scheme in force. The purpose of the Share Option Scheme is to enable the Group to grant options to the Eligible Participants as incentives or rewards for their contribution to the Group and to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group.

Pursuant to the Share Option Scheme and in compliance with Chapter 17 of the Listing Rules:

• (i) the total number of Shares in respect of which options may be granted under the Share Option Scheme and any other share option schemes of the Company shall not exceed 10% of the total number of Shares in issue on its date of adoption unless the Company seeks the approval of the Shareholders in general meeting for refreshing the 10% limit under the Share Option Scheme provided that options lapsed in accordance with the terms of the Share Option Scheme or any other share option schemes of the Company will not be counted for the purpose of calculating the 10% limit.

• (ii) the Company may seek approval of the Shareholders in general meeting for refreshing the 10% limit as prescribed in (i) above such that the total number of Shares in respect of which options may be granted under the Share Option Scheme and any other share option schemes of the Company as ‘‘refreshed’’ shall not exceed 10% of the total number of Shares in issue as at the date of the approval of the Shareholders on the refreshment of the 10% limit provided that options previously granted under the Share Option Scheme or any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option schemes of the Company) will not be counted for the purpose of calculating the limit as ‘‘refreshed’’.

• (iii) the maximum number of Shares which may be issued upon exercise of all outstanding options granted under the Share Option Scheme and any other share option schemes of the Company must not exceed 30% of the total number of Shares in issue from time to time.

Details of the Option Scheme Limit

The existing Option Scheme Limit was refreshed on 29 August 2012, entitling the Company to grant up to 57,246,208 options. As at the Latest Practicable Date, options carrying right to subscribe for 57,246,000 Shares have been granted pursuant to the Share Option Scheme since the refreshment of the existing Option Scheme Limit, of which (i) options to subscribe for 640,000 Shares have lapsed in accordance with the rules of the Share Option Scheme; (ii) options to subscribe for 25,164,000 Shares have been exercised in accordance

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LETTER FROM THE BOARD

with the rules of the Share Option Scheme; and (iii) no options to subscribe for the Shares have been cancelled in accordance with the rules of the Share Option Scheme. Unless the Option Scheme Limit is ‘‘refreshed’’, only up to 208 Shares, representing less than 1% of the existing Option Scheme Limit, might be issued pursuant to the grant of further options under the Share Option Scheme.

Details of the total number of options granted under the Share Option Scheme since its adoption date up to the Latest Practicable Date are set out below:

Share Option Scheme	Number of options
	granted exercised cancelled lapsed outstanding 112,166,000 53,164,000 10,620,000 4,318,000 44,064,000

As at the Latest Practicable Date, the Company had granted a total of 112,166,000 options to Eligible Participants under the Share Option Scheme, of which 44,064,000 options remained outstanding, representing approximately 3.77% of the Shares in issue, which is 1,169,998,416 Shares, as at the Latest Practicable Date. All of these options were granted in accordance with the rules of the Share Option Scheme.

Proposed refreshment of the Option Scheme Limit

Given that over 99% of the existing Option Scheme Limit has been utilised as at the Latest Practicable Date, the Board holds the view that the Company should refresh the Option Scheme Limit in accordance with the rules of the Share Option Scheme so that the Share Option Scheme may continue to serve its intended purpose for the benefit of the Group.

If the Refreshment of Option Scheme Limit is approved at the SGM, based on the 1,169,998,416 Shares in issue as at the Latest Practicable Date and on the basis that no Shares would be issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM, the Company will be allowed under the ‘‘refreshed limit’’ to grant options carrying the rights to subscribe for up to a total of approximately 116,999,841 Shares, representing 10% of the Shares in issue as at the date of the SGM.

In addition, the Board holds the view that the grant of options in full under the refreshed 10% Option Scheme Limit will not cause the Shares to be issued upon exercise of all outstanding options granted and available to be granted under the Share Option Scheme to be in excess of 30% of the Shares in issue from time to time.

Reasons for the Refreshment of Option Scheme Limit

The Board holds the view that the Refreshment of Option Scheme Limit is in the interests of the Company and the Shareholders as a whole because it enables the Board to grant options to the Eligible Participants to subscribe for the Shares under the Share Option Scheme as to reward and motivate the Eligible Participants to contribute further to the success of the Group.

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LETTER FROM THE BOARD

Conditions of the Refreshment of Option Scheme Limit

The Refreshment of Option Scheme Limit is conditional upon:

• (i) the passing of an ordinary resolution at the SGM to approve the Refreshment of Option Scheme Limit; and

• (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in any new Shares which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the options that may be granted under the refreshed limit of the Share Option Scheme up to 10% of the Shares in issue as at the date of passing of the relevant resolution at the SGM.

Application for listing

Application will be made to the Listing Committee of the Stock Exchange for granting the listing of, and permission to deal in any new Shares which may fall to be allotted and issued upon the exercise of the subscription rights attaching to the options that may be granted under the refreshed limit of the Share Option Scheme up to 10% of the Shares in issue as at the date of passing of the relevant resolution at the SGM.

SGM

A notice of the SGM is set out on pages 8 and 10 of this circular. The SGM will be convened and held at 3/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Monday, 10 February 2014 at 3:00 p.m., at which, the relevant resolutions will be proposed to the Shareholders to consider and, if thought fit, to approve the proposed Refreshment of Option Scheme Limit. Pursuant to Rule 13.39(4) of the Listing Rules, all votes to be taken at the SGM will be taken by way of poll.

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 branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wan Chai, 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 Board holds the view that the proposed Refreshment of Option Scheme Limit 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 resolutions relating to the Refreshment of Option Scheme Limit to be proposed at the SGM.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

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

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NOTICE OF SGM

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

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (‘‘SGM’’) of New Times Energy Corporation Limited (the ‘‘Company’’) will be convened and held at 3/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Monday, 10 February 2014 at 3:00 p.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT:

subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, such number of shares of the Company which may fall to be allotted and issued pursuant to the exercise of the options which may be granted under the Share Option Scheme conditionally adopted by the Company on 17 May 2011, representing 10% of the shares of the Company in issue as at the date on which this resolution is passed, in relation to the Share Option Scheme:

• (a) approval be and is hereby granted for refreshing the 10% mandate under the Share Option Scheme (the ‘‘Refreshed Scheme Mandate’’) provided that the total number of shares of the Company which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company and its subsidiaries (collectively, the ‘‘Group’’) under the limit as refreshed hereby shall not exceed 10% of the shares of the Company in issue as at the date on which this resolution is passed (options previously granted under the Share Option Scheme and any other share option schemes of the Group (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option schemes of the Group) shall not be counted for the purpose of calculating the Refreshed Scheme Mandate); and

• (b) the Directors or a duly authorised committee thereof be and are hereby authorised: (1) at their absolute discretion, to grant options to subscribe for shares of the Company within the Refreshed Scheme Mandate in accordance with the rules of the

• For identification purpose only

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NOTICE OF SGM

Share Option Scheme, and (2) to allot, issue and deal with shares of the Company pursuant to the exercise of options granted under the Share Option Scheme within the Refreshed Scheme Mandate.

• (c) for the purpose of this resolution:

‘‘Share Option Scheme’’ means a share option scheme or similar arrangement for the time being, as varied from time to time, adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible person of shares or rights to acquire shares of the Company.’’

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

Hong Kong, 21 January 2014

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

Notes:

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

• (2) The form of proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person 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 SGM and in such event, the form of proxy shall be deemed to be revoked.

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

• (5) The form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof.

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

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NOTICE OF SGM

As at the date of this notice, the board of directors of the Company comprises eight directors, of which three are executive directors, namely Mr. Cheng Kam Chiu, Stewart, Mr. Cheng Ming Kit and Mr. Wong Tai Cheung, Andrew; one is a non-executive 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.

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