GoFintech Quantum Innovation Limited - Proxy Solicitation & Information Statement 2015

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 (the ‘‘Company’’), 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.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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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)

CONNECTED AND DISCLOSEABLE TRANSACTION

PROPOSED EXERCISE OF CONVERTIBLE BONDS OF BLUE SKY AND

NOTICE OF SPECIAL GENERAL MEETING

Financial Adviser to the Company

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Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

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A letter from the board of directors of the Company is set out on pages 8 to 17 of this circular. A letter from the independent board committee of the Company is set out on pages 18 to 19 of this circular. A letter from Donvex Capital Limited, the independent financial adviser of the Company, containing its advice to the independent board committee and the independent shareholders of the Company is set out on pages 20 to 32 of this circular.

A notice convening the special general meeting of the Company (the ‘‘SGM’’) to be convened and held at 20/F, Infinitus Plaza, 199 Des Voeux Road Central, Sheung Wan, Hong Kong on Thursday, 12 November 2015 at 11:00 a.m. is set out on pages SGM-1 to SGM-2 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 and transfer agent 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 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

20 October 2015

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . .	18
LETTER FROM DONVEX CAPITAL LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
APPENDIX — GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	A-1
NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

– i –

DEFINITIONS

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

‘‘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
‘‘associate(s)’’ has the meaning ascribed to it under the Listing Rules
‘‘Board’’ the board of Directors
‘‘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 and secondary listed on the Singapore Exchange Securities Trading Limited (Singapore stock code: UQ7)
‘‘Blue Sky Group’’
Blue Sky and its subsidiaries
‘‘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
‘‘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
‘‘CB Conversion’’
the conversion of the remaining portion of the principal amount of HK$57,805,108 of the Convertible Bonds I
‘‘Company’’ or ‘‘New Times’’ 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’’

Completion of the Disposal

– 1 –

DEFINITIONS

‘‘Completion Announcement I’’ the announcement dated 24 February 2015 in relation to the Disposal Completion I
‘‘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
‘‘ConvertibleConvertible Bonds’’’’
‘‘ConvertibleConvertible Bonds’’’’ collectively Convertible Bonds I and Convertible Bonds II ‘‘Convertible Bonds I’’ the convertible bonds in the principal amount of HK$77,805,108 to be issued by Blue Sky at the Conversion Price in favour of New Times and/or Total Belief and/or its nominee(s) (as New Times and/or Total Belief may direct in writing) upon Disposal Completion I pursuant to the Sale and Purchase Agreement with nil interest for a conversion period of 3 years from the date of issue
‘‘Convertible Bonds II’’ the convertible bonds in the principal amount of HK$135,240,151 to be issued by Blue Sky at the Conversion Price in favour of New Times and/or Total Belief and/or its nominee(s) (as New Times and/or Total Belief may direct in writing) within 10 Business Days after 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
‘‘Disposal’’
the subscription of Shine Great 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

– 2 –

DEFINITIONS

‘‘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, which has taken place on 24 February 2015
‘‘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 8 in the Announcement
‘‘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 12 in the Announcement
‘‘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 7 in the Announcement
‘‘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 11 in the Announcement
‘‘Further Supplemental MOU’’ the further supplemental memorandum of understanding entered into between Total Belief and Goldlink on 20 February 2014

– 3 –

DEFINITIONS

‘‘Goldlink’’
‘‘Group’’
‘‘HK$’’
‘‘Hong Kong’’
‘‘Independent Board Committee’’
‘‘Independent Financial Adviser’’
‘‘Independent Shareholders’’
‘‘Independent Third Party’’
‘‘Latest Practicable Date’’
‘‘Listing Rules’’
‘‘Model Code’’
‘‘MOU’’
Goldlink Capital Limited, a company incorporated in the British Virgin Islands with limited liability, a direct wholly owned subsidiary of Blue Sky
the Company and its subsidiaries
Hong Kong dollars, the lawful currency of Hong Kong
the Hong Kong Special Administrative Region of the People’s Republic of China
the independent committee of the Board comprising all the independent non-executive Directors, namely Mr. Wong Man Kong, Peter, Mr. Chan Chi Yuen, Mr. Yung Chun Fai, Dickie, and Mr. Chiu Wai On, established to advise the Independent Shareholders on the Proposed Transaction
Donvex Capital Limited, a corporation licensed under the SFO to carry on type 6 (advising on corporate finance) regulated activities and the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the Proposed Transaction
the independent shareholders of the Company excluding, for all purposes in connection with the approval of the Proposed Transaction, Mr. Cheng Ming Kit and his respective associates
party who, to the best knowledge, information and belief of the Directors and having made all reasonable enquiries, is independent of the Company and its connected persons (as defined in the Listing Rules)
15 October 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
the Rules Governing the Listing of Securities on the Stock Exchange
Model Code for Securities Transactions by Directors of Listed Issuers in Appendix to the Listing Rules
the memorandum of understanding entered into between Total Belief and Goldlink on 7 February 2013

– 4 –

DEFINITIONS

‘‘PRC’’

the People’s Republic of China (for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region and Taiwan)
‘‘Profit Guarantee’’ the profit of the Shine Great 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 14 of the Announcement
‘‘Proposed Transaction’’ the proposed exercise of Convertible Bonds I and the transactions contemplated thereunder
‘‘Revenue Guarantee’’
the revenue of the Shine Great 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 14 of the Announcement
‘‘RMB’’ Renminbi, the lawful currency of the PRC
‘‘Sale and Purchase Agreement’’ the agreement dated 7 October 2014 (after trading hours) 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
‘‘SFC’’ the Securities and Futures Commission of Hong Kong
‘‘SFO’’
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

– 5 –

DEFINITIONS

‘‘SGM’’ the special general meeting of the Company to be convened and held at 20/F, Infinitus Plaza, 199 Des Voeux Road Central, Sheung Wan, Hong Kong on Thursday, 12 November 2015 at 11:00 a.m. for the purpose of considering, and if thought fit, approving the Proposed Transaction, the notice of which is set on pages SGM-1 to SGM-2 of this circular
‘‘Share(s)’’ ordinary share(s) of HK$0.01 each in the share capital of the Company
‘‘Shareholder(s)’’ holder(s) of the Shares ‘‘Shine Great’’ Shine Great Investments Limited, a limited liability company incorporated in the British Virgin Islands, a direct wholly owned subsidiary of Total Belief and an indirect wholly owned subsidiary of New Times as at the date of the Sale and Purchase Agreement
‘‘Shine Great Group’’ Shine Great and its subsidiaries ‘‘Shine Great Share(s)’’ ordinary share(s) of US$1.00 each in the share capital of Shine Great
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited
‘‘subsidiaries’’ has the meaning ascribed to it under the Listing Rules
‘‘Subscription’’ the 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 Shares’’ 1,453,790 Subscription Shares by Goldlink
‘‘Supplemental MOU’’ the supplemental memorandum of understanding entered into between Total Belief and Goldlink on 11 June 2013
‘‘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 New Times

– 6 –

DEFINITIONS

‘‘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.

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

For the purpose of this circular, unless otherwise specified, conversion of RMB into HK$ are based on the approximate exchange rate of RMB1.00 to HK$1.217.

– 7 –

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

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 in Hong Kong: Room 1402, 14/F New World Tower 1 16–18 Queen’s Road Central Hong Kong

20 October 2015

To the Shareholders

Dear Sir or Madam,

CONNECTED AND DISCLOSEABLE TRANSACTION

PROPOSED EXERCISE OF CONVERTIBLE BONDS OF BLUE SKY

INTRODUCTION

References are made to the announcements of the Company dated 9 September 2015, 10 September 2015 and 14 September 2015 respectively.

According to Completion Announcement I, all the Disposal Conditions Precedent I for Transaction I have been fulfilled pursuant to the Sale and Purchase Agreement. Disposal Completion I had taken place on 24 February 2015 and a sum of HK$77,805,108 had been paid by the issue of the relevant Convertible Bonds I at the principal amount of HK$77,805,108 by Blue Sky to Total Belief.

For identification purpose only

– 8 –

LETTER FROM THE BOARD

On 27 March 2015 and 20 April 2015, the Company has exercised the conversion rights attaching to Convertible Bonds I at the principal amount of HK$10,000,000 and HK$10,000,000 respectively at the Conversion Price of HK$0.379 and held approximately 52,770,448 Conversion Shares. On 22 April 2015, the Company has disposed 400,000 Conversion Shares at the average selling price of HK$0.50. As a result, the Company holds 52,370,448 Conversion Shares as approximately 0.93% of the total issued shares of Blue Sky as at the Latest Practicable Date.

PROPOSED EXERCISE OF CONVERTIBLE BONDS I FOR THE SHARES OF BLUE SKY

On 9 September 2015, the Board has approved the exercise of the remaining portion of Convertible Bonds I at the principal amount of HK$57,805,108 at the Conversion Price of HK$0.379. On the even date (after trading hours), the Company has notified Blue Sky that it has decided to exercise the remaining portion of the Convertible Bonds I at the principal amount of HK$57,805,108 at the Conversion Price of HK$0.379. The Board intends to exercise the conversion rights attaching to the remaining portion of Convertible Bonds I upon the shareholder’s approval in the forthcoming SGM has obtained. Immediately upon the conversion of the remaining portion of Convertible Bonds I, the Company will hold (i) an aggregate of 204,890,521 Conversion Shares as approximately as 3.63% of the total issued shares of Blue Sky as at the Latest Practicable Date and as approximately 3.53% of the enlarged issued shares of Blue Sky immediately after the conversion of the remaining portion of the principal amount of HK$57,805,108 of the Convertible Bonds I.

As disclosed in the Completion Announcement I, completion of Transaction II has not taken place yet and further announcement will be made by the Company with respect to Transaction II in the Sale and Purchase Agreement.

Reasons for the CB Conversion

The Company is entitled to receive Convertible Bonds I and Convertible Bonds II upon Disposal Completion I and Disposal Completion II respectively. Both Convertible Bonds I and Convertible Bonds II carry no interest and are due to mature on the third anniversary of the date of their respective issue date. The Board holds the view that as the Convertible Bonds carry no interest, the Company shall exercise the conversion rights attaching to the Convertible Bonds in due time.

The Board holds the view that it may be an appropriate time to exercise the remaining portion of Convertible Bonds I and hold the relevant Conversion Shares in order to capture the opportunities in the stock market and realize the potential capital gain from the appreciation of the Blue Sky Shares in the future upon share price of Blue Sky be above the Conversion Price.

The Board has also considered other alternatives as direct disposal of the Convertible Bonds. However, due to the attribute of the nil interest of the Convertible Bonds for three years and recent unsatisfactory market sentiment of the stock market, the Company holds the view that it is difficult to locate potential purchasers for the said Convertible Bonds.

– 9 –

LETTER FROM THE BOARD

The conversion of the entire Convertible Bonds I represents an investment opportunity in Blue Sky and the Company intends to capture the potential possible capital gain from the Blue Sky Shares through possible disposal of the Blue Sky Shares in the future.

The Board holds the view that the CB conversion is fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

Financial Implication of the CB Conversion

Through the possible disposal of the Blue Sky Shares in the future when the Board considers such disposal be appropriate and necessary, the Company expects to realize capital gain from the capital appreciation of the Blue Sky Shares when the growth from the market potential of natural gas products in the PRC is realized and captured.

According to the Annual Report of Blue Sky for the financial year ended 31 December 2014, as an effort to address air pollution issues and reduce its reliance on conventional energy sources such as coal and petroleum, China has and will continue to launch favourable government policies to support its cleaner and renewable initiatives in the years ahead.

The encouraging policy and development potential of the natural gas market allow Blue Sky to strategically position its project in areas with substantial growth potential in the Northeastern region where heavy industrial cities are located and in which air pollution control policy and low-carbon action plan in the PRC will result in more coal-fired boilers to be switched to natural gas-fired boilers.

The use of green energy is and will continue to be a major trend in future years, and the natural gas industry stands to benefit from it as well.

INFORMATION ON TRANSACTION I AND TRANSACTION II

On 7 October 2014 (after the trading hours), Total Belief, a direct wholly owned subsidiary of the Company, as the vendor and Goldlink, a direct wholly owned subsidiary of Blue Sky, as the purchaser entered into the Sale and Purchase Agreement, pursuant to which Total Belief has conditionally agreed to sell and Goldlink has conditionally agreed to acquire an aggregate of 8,546,210 Shine Great Shares, representing approximately 85.46% of the issued share capital of Shine Great which comprises of (i) 3,646,210 Shine Great Shares, representing approximately 36.46% of the issued share capital of Shine Great under Transaction I; and (ii) 4,900,000 Shine Great Shares, representing approximately 49% of the issued share capital of Shine Great under Transaction II subject to the satisfaction of the Revenue Guarantee and the Profit Guarantee, at an aggregated consideration of up to approximately HK$230,045,259, as paid by Goldlink to Total Belief as earnest monies in an aggregate of HK$14,000,000 in accordance with the terms and conditions of the MOU, the Supplemental MOU and the Further Supplemental MOU, and the remaining balance to be satisfied by (i) payable of HK$3,000,000 in cash upon execution of the Sale and Purchase Agreement; (ii) issuing of the principal amount of HK$77,805,108 of Convertible Bonds I by Blue Sky to the Company and/or Total Belief and/or their nominees upon Disposal Completion

– 10 –

LETTER FROM THE BOARD

I; and (iii) issuing of the principal amount of HK$135,240,151 of Convertible Bonds II by Blue Sky to the Company and/or Total Belief and/or their nominees upon Disposal Completion II.

Upon Disposal Completion I, the Company will reduce its indirect interest in the Shine Great Group to 49%, and the Shine Great Group will cease to be subsidiaries of the Company and become subsidiaries of Blue Sky. Further upon Disposal Completion II, the Company will not hold any interest in Shine Great and Shine Great Group, and Shine Great will become a wholly owned subsidiary of Blue Sky.

PARTICULARS OF THE CONVERTIBLE BONDS

						Number of Blue	Number of Blue
						Sky Shares upon
						full conversion at
						the Conversion
			Conversion				Price of
Considerations	Time of Entitlement	Amount	Price	Interest	Maturity		HK$0.379
Convertible Bonds I	Upon Disposal	In the principal	HK$0.379	Nil	Third anniversary		205,290,521
	Completion I,	amount of			of the date of
	which had taken	HK$77,805,108			the issue
	place on 24
	February 2015
Convertible Bonds II	Upon Disposal	In the principal	HK$0.379	Nil	Third anniversary		356,834,171
	Completion II	amount of			of the date of
		HK$135,240,151			the issue

CONVERSION PRICE

The Conversion Price of HK$0.379 represents:

(i) A discount of approximately 10.19% to the closing price of the Shares of HK$0.422 per Share as quoted on the Stock Exchange on the date of the Sale and Purchase Agreement;
(ii) A premium of approximately 1.07% over the closing price of the Shares of HK$0.375 per Share as quoted on the Stock Exchange on the approval date for the exercise of the remaining portion of the Convertible Bonds I of 9 September 2015;
(iii) A discount of approximately 7.56% to the closing price of the Shares of HK$0.410 per Share as quoted on the Stock Exchange as of the Latest Practicable Date.

– 11 –

LETTER FROM THE BOARD

INFORMATION ON THE SHAREHOLDINGS OF BLUE SKY BY THE COMPANY

As of the Latest Practicable Date, the Company holds approximately 52,370,448 Blue Sky Shares. Upon exercise of conversion rights attaching to the remaining portion of Convertible Bonds I at the principal amount of HK$57,805,108, it is expected that, when aggregate with the existing number of Blue Sky Shares held by the Company, the Company shall hold an aggregate number of approximately 204,890,521 Blue Sky Shares, representing approximately 3.53% of the enlarged share capital immediately after the conversion of the Convertible Bonds I.

SHAREHOLDINGS OF BLUE SKY BY THE COMPANY UPON CONVERSION OF CONVERTIBLE BONDS I AND CONVERTIBLE BONDS II

Convertible Bonds I entitled upon Disposal Completion I HK$20,000,000 at the principal amount of Convertible Bonds I, which were exercised on 27 March 2015 and 20 April 2015 respectively(1) HK$57,805,108 at the principal amount of Convertible Bonds I (the ‘‘remaining portion of the Convertible Bonds I’’) Convertible Bonds II entitled upon Disposal Completion II Entire portion of Convertible Bonds II Total	No. of Conversion Shares at the Conversion Price of HK$0.379 Approximate % of issued share of Blue Sky at the Latest Practicable Date 52,370,448(1) 0.93 152,520,073 2.70 356,834,171 6.32 561,724,692 9.95	Approximate % of issued share of Blue Sky immediately upon full exercise of the conversion rights attaching to remaining portion of the Convertible Bonds I 0.90 2.63 6.15 9.68	Approximate % of issued share of Blue Sky immediately upon full exercise of the conversion rights attaching to the Convertible Bonds II 0.85 2.48 5.79
			9.12

Note (1): The Company has disposed 400,000 Conversion Shares on 22 April 2015. As a result, the Company holds 52,370,448 Conversion Shares after the conversion of Convertible Bonds I at the principal amount of HK$20,000,000 as at the Latest Practicable Date.

– 12 –

LETTER FROM THE BOARD

SHAREHOLDING STRUCTURE OF BLUE SKY

For information purpose only, set out below is the shareholding structure of Blue Sky (i) as at the Latest Practicable Date; (ii) upon the exercise of the remaining portion of the Convertible Bonds I; and (iii) upon the exercise of the Convertible Bonds II assuming there is no other changes in the shareholding structure of the Company after the date of this circular:

Notes Directors Cheng Ming Kit 1 Sze Chun Lee 2 Chung Oi Ling, Stella 3 Kwok Shek San 4 Substantial Shareholders Quantum China Asset Management Limited Mr. Lee Tsz Hang 5 Other Public Shareholders The Company Public Shareholders Total Notes:	(i) As at the Latest Practicable Date Number of Shares Approx. % 645,169,000 11.42 198,288,480 3.51 206,340,000 3.65 7,296,000 0.13 404,048,000 7.15 430,125,000 7.61 52,370,448 0.93 3,706,556,419 65.60 5,650,193,347 100	(ii) Upon the exercise of the remaining portion of the Convertible Bonds I Number of Shares Approx. % 645,169,000 11.12 198,288,480 3.42 206,340,000 3.56 7,296,000 0.12 404,048,000 6.96 430,125,000 7.41 204,890,521 3.53 3,706,556,419 63.88 5,802,713,420 100	(iii) Upon the exercise of the Convertible Bonds II Number of Shares Approx. % 645,169,000 10.47 198,288,480 3.22 206,340,000 3.35 7,296,000 0.12 404,048,000 6.56 430,125,000 6.98 561,724,692 9.12 3,706,556,419 60.18 6,159,547,591 100	(iii) Upon the exercise of the Convertible Bonds II Number of Shares Approx. % 645,169,000 10.47 198,288,480 3.22 206,340,000 3.35 7,296,000 0.12 404,048,000 6.56 430,125,000 6.98 561,724,692 9.12 3,706,556,419 60.18 6,159,547,591 100
				100

Mr. Cheng Ming Kit (an executive Director) holds 100% interest in Grand Powerful Group Limited and is deemed to be interested in 399,764,000 Blue Sky Shares held by Grand Powerful Group Limited. Mr. Cheng Ming Kit personally holds 245,405,000 Blue Sky Shares.
Mr. Sze Chun Lee (an executive Director) holds 43.75% interest in China Print Power Limited and is deemed to be interested in 196,488,480 Blue Sky Shares held by China Print Power Limited. Mr. Sze Chun Lee personally holds 1,800,000 Blue Sky Shares.
Ms. Chung Oi Ling, Stella (a non-executive Director) holds 100% interest in Flame Capital Limited and is deemed to be interested in 206,340,000 Blue Sky Shares held by Flame Capital Limited.
Mr. Kwok Shek San is an executive Director and personally holds 7,296,000 Blue Sky Shares.
Mr. Lee Tsz Hang holds 100% interest in Win Ways Investment Limited and is deemed to be interested in 127,400,000 Blue Sky Shares held by Win Ways Investment Limited. Mr. Lee Tsz Hang personally holds 302,725,000 Blue Sky Shares.

– 13 –

LETTER FROM THE BOARD

INFORMATION ON THE INTENTION FOR DISPOSAL OF THE BLUE SKY SHARES BY THE COMPANY

The Board intends to dispose the Conversion Shares upon satisfaction of the following criteria:

(i) As the compliance with the relevant regulatory approval procedure for the conversion creates substantial time difference as a defect for the disposal, the Company may not be able to grasp the opportunity to dispose the Conversion Shares as the opportunities arrive, i.e., when the disposal price is higher than the Conversion Price, due to the said defect, therefore, prior approval is essential and necessary for rectifying the said defect;
(ii) As the Convertible Bonds did not carry any interest, rendering the Company to suffer interest loss, any immediate disposal of the Conversion Shares above the Conversion Price shall benefit the Company for the immediate realization of cash for the Company;
(iii) The ongoing review and scrutiny of financial positions (especially the debt and gearing positions) of the Company and implementation of prudent and effective cash management policy of the Company by the management of the Company; and
(iv) The disposal price shall be best at above the conversion price, as evidenced by previous disposal.

DISPOSAL PLAN OF BLUE SKY SHARES

The Board considers that the disposal plan has incorporated the said criteria with close monitoring of share price of Blue Sky in order to dispose the shares at a price higher than the conversion price once the opportunities arrive.

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) general trading of oil products; and (ii) exploration, development, production and sale of natural resources.

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 sales and distribution of natural gas and other related products.

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LETTER FROM THE BOARD

The following information is extracted from the annual reports of Blue Sky for the two financial years ended 31 December 2014 and 31 December 2013 respectively:

	Year ended 31 December	Year ended 31 December
	2014	2013
	HK$’000	HK$’000
Revenue	200,430	154,475
Loss before income tax	(70,480)	(60,489)
Loss after income tax	(70,023)	(58,569)

According to the interim report for the six months ended 30 June 2015 of Blue Sky dated 28 August 2015, the unaudited consolidated net assets attributable to owners of Blue Sky as at 30 June 2015 was approximately HK$1,131,566,000.

To the best knowledge, information and belief of the Directors, and having made all reasonable enquiries, Blue Sky is an Independent Third Party.

LISTING RULES IMPLICATIONS

As the applicable percentage ratios under the Listing Rules in respect of the CB Conversion, when aggregated with the existing equity interest in Blue Sky, is more than 5% and less than 25%, the proposed exercise of Convertible Bonds I and the transactions contemplated thereunder constitute a discloseable transaction for the Company under Rule 14.06(2) of the Listing Rules.

Mr. Cheng Ming Kit, an executive Director of the Company, is also an executive director and the chairman of Blue Sky. Mr. Cheng Ming Kit holds a total of approximately 11.42% equity interest of Blue Sky as at the Latest Practicable Date. Accordingly, Mr. Cheng Ming Kit is regarded as a controller of the Company and the proposed exercise of Convertible Bonds I and the transactions contemplated thereunder constitutes a non-exempted connected transaction of the Company subject to reporting, announcement, and the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules by way of poll at the SGM of the Company to be convened and held for the independent shareholders to consider and, if though fit, approve the proposed exercise of Convertible Bonds I and the transactions contemplated thereunder.

The Independent Board Committee, comprising all of the independent non-executive Directors, namely Mr. Wong Man Kong, Peter, Mr. Chan Chi Yuen, Mr. Yung Chun Fai, Dickie, and Mr. Chiu Wai On, has been formed to advise the Independent Shareholders of the fairness and reasonableness of the proposed exercise of Convertible Bonds I and the transactions contemplated thereunder. Donvex Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

Mr. Cheng Ming Kit is considered to be materially interested in the proposed exercise of Convertible Bonds I and has abstained from voting on the resolution(s) passed by the Board concerning the proposed exercise of Convertible Bonds I and the transaction(s) contemplated

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LETTER FROM THE BOARD

thereunder. Mr. Cheng Ming Kit and his respective associates shall also abstain from voting at the SGM. To the best of the Directors’ information, belief and knowledge, save for Mr. Cheng Ming Kit and his respective associates, no other parties have any material interest which is different from other Shareholders in relation to the proposed exercise of Convertible Bonds I and the transactions contemplated thereunder.

WARNING NOTICE

Shareholders and potential investors should note that completion of the proposed exercise of Convertible Bonds I is subject to the passing of resolution(s) by the independent shareholders to approve the proposed exercise of Convertible Bonds I and the transactions contemplated thereunder at the SGM. As the proposed exercise of Convertible Bonds I may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

Further announcement will be made by the Company for compliance with the Listing Rules regarding the potential exercise of Convertible Bonds II and subsequent disposal of relevant Conversion Shares from Convertible Bonds I and Convertible Bonds II.

SGM

A notice of the SGM is set out on pages SGM-1 to SGM-2 of this circular. The SGM will be convened and held at 20/F, Infinitus Plaza, 199 Des Voeux Road Central, Sheung Wan, Hong Kong on Thursday, 12 November 2015 at 11:00 a.m., at which, the relevant resolution(s) will be proposed to the Independent Shareholders to consider and, if thought fit, to approve, among other things, the proposed exercise of Convertible Bonds I and the transactions contemplated thereunder. 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 and transfer agent of the Company 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 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

Your attention is drawn to:

(i) the letter from the Independent Board Committee comprising all of the independent non-executive Directors namely Mr. Wong Man Kong, Peter, Mr. Chan Chi Yuen, Mr. Yung Chun Fai, Dickie, and Mr. Chiu Wai On is set out on pages 18 to 19 of this circular which contains the recommendation of the Independent Board

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LETTER FROM THE BOARD

Committee to the Independent Shareholders concerning the fairness and reasonableness of the proposed exercise of Convertible Bonds I and the transactions contemplated thereunder; and

(ii) the letter from the Independent Financial Adviser set out on pages 20 to 32 of this circular which contains its recommendations to the Independent Board Committee and the Independent Shareholders on whether the proposed exercise of Convertible Bonds I and the transactions contemplated thereunder are fair and reasonable and the principal factors and reasons considered by the Independent Financial Adviser in arriving at its recommendations.

Having considered the reasons as set out herein, the Board recommends the Independent Shareholders to vote in favour of the relevant resolution(s) to approve, among other things, the proposed exercise of Convertible Bonds I and the transactions contemplated thereunder at the SGM.

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

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

==> picture [103 x 75] 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)

20 October 2015

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED AND DISCLOSEABLE TRANSACTION

PROPOSED EXERCISE OF CONVERTIBLE BONDS OF BLUE SKY

We refer to the circular of the Company to the Shareholders dated 20 October 2015 (the ‘‘Circular’’), in which this letter forms part. Unless the context otherwise requires, capitalised terms used in this letter will have the same meanings as defined in the Circular.

We have been appointed by the Board as the Independent Board Committee to consider the connected transaction in relation to the proposed exercise of Convertible Bonds I and the transactions contemplated thereunder (the ‘‘Proposed Transaction’’) and to advise the Independent Shareholders as to whether, in our opinion, the Proposed Transaction is fair and reasonable so far as the Independent Shareholders are concerned.

Donvex Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Proposed Transaction.

We wish to draw your attention to the letter from the Board set out on pages 8 to 17 of the Circular which contains, among others, information on the Proposed Transaction as well as the letter from the Independent Financial Adviser set out on pages 20 to 32 of the Circular which contains its advice in respect of the Proposed Transaction.

For identification purpose only

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having considered the principal factors and reasons and the advice of the Independent Financial Adviser as set out in the letter from the Independent Financial Adviser, and the view of the Board in respect of the Proposed Transaction, we consider the proposed exercise of Convertible Bonds I and the transactions contemplated thereunder, is fair and reasonable, on normal commercial terms, and in the interests of the Company and the Shareholders as a whole.

Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution in respect of the Proposed Transaction at the SGM.

Yours faithfully, For and on behalf of the Independent Board Committee

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

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LETTER FROM DONVEX CAPITAL LIMITED

The following is the full text of the letter from Donvex Capital Limited setting out their advice to the Independent Board Committee and the Independent Shareholders, which has been prepared for the purpose of inclusion in this circular.

==> picture [129 x 79] intentionally omitted <==

Unit 1305, 13th Floor Carpo Commercial Building 18–20 Lyndhurst Terrace Central Hong Kong

20 October 2015

The Independent Board Committee and the Independent Shareholders of New Times Energy Corporation Limited

Dear Sirs,

CONNECTED AND DISCLOSEABLE TRANSACTION PROPOSED EXERCISE OF CONVERTIBLE BONDS OF BLUE SKY

INTRODUCTION

We refer to our engagement as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the proposed exercise of the right to convert the remaining portion of the principal amount of HK$57,805,108 of the Convertible Bonds I into the conversion shares of Blue Sky (the ‘‘Conversion Shares’’) (the ‘‘Proposed Exercise’’) by the Company, details of which are set out in the letter from the Board (the ‘‘Letter from the Board’’) contained in the circular of the Company dated 20 October 2015 to the Shareholders (the ‘‘Circular’’), of which this letter forms part. Terms used herein have the same meanings as those defined in the Circular unless otherwise stated.

Reference is made to (i) the joint announcement of the Company and Blue Sky dated 7 October 2014 (the ‘‘Joint Announcement’’) and the circular of Company dated 5 December 2014 in relation to the disposal of 85.46% of Shine Great Shares by the Company (the ‘‘Disposal Circular’’); (ii) the announcement of the Company dated 24 February 2015 in relation to the Disposal Completion I (the ‘‘Completion Announcement I’’); and (iii) the announcement of the Company dated 9 September 2015 (the ‘‘Conversion Announcement’’), the supplemental announcement of the Company dated 10 September 2015 (the ‘‘Supplemental Announcement’’) and the clarification announcement of the Company dated 14 September 2015 (the ‘‘Clarification Announcement’’) (collectively, the ‘‘Announcements’’) in relation to the Proposed Exercise and the proposed disposal of the Conversion Shares by the Company.

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LETTER FROM DONVEX CAPITAL LIMITED

According to the Completion Announcement I, all the conditions precedent for Disposal Conditions Precedent I for the Transaction I have been fulfilled pursuant to the Sale and Purchase Agreement. Disposal Completion I had taken place on 24 February 2015 and a sum of HK$77,805,108 had been paid by the issue of the relevant Convertible Bonds I at the principal amount of HK$77,805,108 by Blue Sky to Total Belief.

According to the Announcements, the Company has exercised the conversion rights attaching to Convertible Bonds I at the principal amount of HK$10,000,000 and HK$10,000,000 on 27 March and 20 April 2015 respectively at the Conversion Price of HK$0.379 and holds approximately 52,770,448 Conversion Shares. On 22 April 2015, the Company has disposed 400,000 Conversion Shares at the average selling price of HK$0.50. As a result, the Company holds 52,370,448 Conversion Shares as approximately 0.93% of the total issued shares of Blue Sky as at the Latest Practicable Date. Mr. Cheng Ming Kit (‘‘Mr. Cheng’’), executive Director of the Company, is also an executive director and the chairman of Blue Sky. Mr. Cheng held a total of approximately 11.42% equity interest of Blue Sky as at the Latest Practicable Date. Accordingly, Mr. Cheng Ming Kit is regarded as a controller of the Company and the Proposed Exercise and the transactions contemplated thereunder constitute non-exempted connected transactions of the Company which subject to reporting, announcement, and the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules by way of poll at the SGM for the Independent Shareholders to consider and, if thought fit, to approve the Proposed Exercise and the transactions contemplated thereunder.

An Independent Board Committee, comprising Mr. Wong Man Kong, Peter, Mr. Chan Chi Yuen, Mr. Yung Chun Fai, Dickie and Mr. Chiu Wai On, all being the independent nonexecutive Directors, has been formed to consider the Proposed Exercise and the transactions contemplated thereunder. We have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

Mr. Cheng is considered to be materially interested in the Proposed Exercise and the transactions contemplated thereunder and has abstained from voting on the resolution(s) passed by the Board concerning the Proposed Exercise and the transaction(s) contemplated thereunder. Mr. Cheng and his respective associates shall also abstain from voting at the SGM to be convened to consider and, if thought fit, to approve the Proposed Exercise and the transactions contemplated thereunder. To the best of the Directors’ information, belief and knowledge, save for Mr. Cheng and his respective associates, no other parties have any material interest which is different from other Shareholders in relation to the Proposed Exercise and the transactions contemplated thereunder.

As at the Latest Practicable Date, we were independent from and not connected with the Group pursuant to Rule 13.84 of the Listing Rules and accordingly, were qualified to advise the Independent Board Committee and the Independent Shareholders with respect to the Proposed Exercise and the transactions contemplated thereunder. Apart from the normal advisory fee payable to us in connection with our appointment as the Independent Financial Adviser, no arrangement exists whereby we shall receive any other fees or benefits from the Company.

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LETTER FROM DONVEX CAPITAL LIMITED

BASIS OF OUR OPINION

In formulating our opinion, we consider that we have reviewed sufficient and relevant information and documents and have taken reasonable steps as required under Rule 13.80 of the Listing Rules to reach an informed view and to provide a reasonable basis for our recommendation. We have relied on the information, statements, opinion and representations contained or referred to in the Circular and all information and representations which have been provided by the Directors, for which they are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so at the date hereof. We have also assumed that all statements of belief, opinion and intention of the Directors as set out in the Letter from the Board contained in the Circular were reasonable made after due and careful inquiry. We have also sought and obtained confirmation from the Company that no material facts have been omitted from the information provided and referred to in the Circular.

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, that the information contained in the 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 in the Circular or the Circular misleading.

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent in-depth investigation into the business and affairs of the Company, or its subsidiaries or associates, nor have we considered the taxation implication on the Group or the Shareholders as a result of the Proposed Exercise and the transactions contemplated thereunder. Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including any material change in market and economic conditions) may affect and/or change our opinion and we have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. In addition, nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company.

Lastly, where information in this letter has been extracted from published or otherwise publicly available sources, it is the responsibility of Donvex Capital Limited to ensure that such information has been correctly extracted from the relevant sources while we are not obligated to conduct any independent in-depth investigation into the accuracy and completeness of those information.

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LETTER FROM DONVEX CAPITAL LIMITED

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion to the Independent Board Committee and the Independent Shareholders in respect of the Proposed Exercise and the transactions contemplated thereunder, we have considered the following principal factors and reasons:

1. Information and Financial information of the Group

2. Information on Blue Sky

The principal activity of Blue Sky is investment holding and its subsidiaries (collectively the ‘‘Blue Sky Group’’) are integrated natural gas providers and distributors that offers innovative and diversified clean energy solution in the PRC. Blue Sky Group focuses on the downstream natural gas distribution business which encompasses (i) construction and operation of compressed natural gas and liquefied natural gas refuelling stations for vehicles; and (ii) construction of natural gas connection pipelines and supply of piped gas to industrial parks, commercial complex and residential communities. As stated in the announcement of Blue Sky dated 4 September 2015, due to the intense competition in the printing market, Blue Sky Group has resolved to gradually fade out and discontinue the business segment of sale of book and specialised products. As at the Latest Practicable Date, Blue Sky is primary listed on the Main Board of the Stock Exchange and secondary listed on the Singapore Exchange Securities Trading Limited.

Financial information of Blue Sky Group

Set out below is a summary of the audited operating results of Blue Sky for the two financial years ended 31 December 2014 as extracted from its Annual Reports 2014 for the year ended 31 December 2014:

	For the year	ended
	31 December
	2014	2013
	HK$’000	HK$’000
Turnover	200,430	154,475
Gross Profit	24,769	19,486
Loss before income tax	(70,480)	(60,489)
Loss for the year	(70,023)	(58,569)

With reference to the Annual Reports 2014 of Blue Sky, the revenue and loss attributable to shareholders of Blue Sky for the year ended 31 December 2014 amounted to HK$200.4 million and HK$70.8 million respectively, representing an increase of 29.7% and an increase of 20.8% over the year ended 31 December 2013,

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LETTER FROM DONVEX CAPITAL LIMITED

while the loss per share decreased by 24.1% to HK2.21 cents. During the year 2014, the gas sales reached HK$57.1 million. As the Group is newly transformed into the natural gas business during the year 2014, the majority of the natural gas projects are consolidated to Blue Sky only during the fourth quarter of 2014 and the first quarter of 2015. Revenue and profits from the natural gas business are yet to be reflected on the results for the year ended 31 December 2014. Following the full year effects and breakthrough of the development stages of the existing natural gas projects, Blue Sky is expected to achieve a significant growth in its natural gas business in the coming years.

Set out below is a summary of the financial positions of Blue Sky for the six months ended 30 June 2015 and for the two financial years ended 31 December 2014 as extracted from the Interim Report 2015 and the Annual Reports 2014 of Blue Sky:

	As at
	30 June	As at 31	December
	2015	2014	2013
	HK$’000	HK$’000	HK$’000
	(Unaudited)	(Audited)	(Audited)
Non-current assets	1,607,233	1,114,379	146,930
Current assets	214,428	123,631	94,781
— Cash and bank balances	63,357	18,613	30,346
(Current liabilities)	(144,456)	(184,782)	(47,807)
(Non-current liabilities)	(347,570)	(132,872)	—
Net current assets/(liabilities)	69,972	(61,151)	46,974
Net assets	1,329,635	920,356	193,904
Equity attributable to owners of
the Company	1,131,566	851,220	193,904

With reference to the interim results announcement for the six months ended 30 June 2015 of Blue Sky, as at 30 June 2015, Blue Sky’s current assets amounted to approximately HK$214.4 million (31 December 2014: HK$123.6 million), among which the bank deposits, bank balances and cash amounting to approximately HK$63.4 million as at 30 June 2015 (31 December 2014: HK$18.6 million), representing an increase of approximately 240.4% to 31 December 2014.

Business Review and Future Prospects and Development of Blue Sky

With reference to the Interim Report 2015 of Blue Sky, Blue Sky Group continued its swift expansion of the natural gas business sector. The scale of operations for its projects in Liaoning Province, Sichuan Province and Shandong Province started to ramp up gradually during the period ended 30 June 2015. During the six months ended 30 June 2015, the total revenue from the natural gas business of Blue Sky Group recorded an increase of approximately 99.5% as compared to the

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LETTER FROM DONVEX CAPITAL LIMITED

last corresponding period. In addition, Blue Sky Group completed a series of acquisitions and further enhanced the footprints for the Blue Sky Group’s natural gas business.

Following a number of favourable policies launched by the PRC government which will enhance the development of natural gas industry in the PRC, including but not limited to (i) urbanization plan; (ii) the proposal for energy conservation and environmental protection; and (iii) action plans for eliminating highly polluting coalfired boilers and replacing with natural gas-fired boilers among high energy consumption industries, Blue Sky Group expects that there will be escalating demand for natural gas in the PRC for industrial, transportation and residential uses and it will continue to benefit from the development of the natural gas industry in the PRC.

3. Background of the Proposed Exercise

According to the Joint Announcement, inter alia, Total Belief, a direct wholly owned subsidiary of the Company, as the vendor and Goldlink, a direct wholly owned subsidiary of Blue Sky, as the purchaser entered into the Sale and Purchase Agreement on 7 October 2014. Pursuant to the Sale and Purchase Agreement, Total Belief has conditionally agreed to sell and Goldlink has conditionally agreed to acquire an aggregate of approximately 85.46% of the issued share capital of Shine Great at the Disposal Consideration. Part of the Disposal Consideration will be settled by the Convertible Bonds I and Convertible Bonds II conditionally.

On 9 September 2015, the Board has approved the exercise of the remaining portion of the Convertible Bonds I at the principal amount of HK$57,805,108 at the Conversion Price of HK$0.379 (the ‘‘Board Approval Date’’). On the even date (after trading hours), the holder of Convertible Bonds I has notified Blue Sky that it has decided to exercise the remaining portion of the Convertible Bonds I at the principal amount of HK$57,805,108 at the Conversion Price of HK$0.379. The Board intends to exercise the conversion rights attaching to the remaining portion of the Convertible Bonds I upon the Shareholders’ approval in the forthcoming SGM has obtained. Immediately upon the conversion of the remaining portion of Convertible Bonds I, the Company will hold (i) approximately

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LETTER FROM DONVEX CAPITAL LIMITED

204,890,521 Conversion Shares as approximately 3.63% of the total issued shares of Blue Sky as at the Latest Practicable Date and as approximately 3.53% of the enlarged issued shares of Blue Sky immediately after the Proposed Exercise.

As disclosed in the Completion Announcement I, completion of Transaction II has not taken place yet and further announcement will be made by the Company with respect of the Transaction II in the Sale and Purchase Agreement.

Comparison with historical prices of Blue Sky Shares and analysis of liquidity of the Blue Sky Shares

Background of the Conversion Price

With reference to the Disposal Circular, the Conversion Price is HK$0.379 per Conversion Share, which represented:

(i) a discount of approximately 9.76% to the closing price of HK$0.42 per share of Blue Sky (‘‘Blue Sky Share(s)’’) 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 Blue Sky Share 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 Blue Sky Share 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 approximately HK$0.063 per Blue Sky Share, calculated based on the unaudited consolidated net asset of Blue Sky of HK$284,385,000 as at 30 June 2014 and 4,514,591,030 Blue Sky Shares 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 then prevailing market price of the Blue Sky Shares.

Such Conversion Price, together with the Disposal and the transactions contemplated thereunder, were approved by the Shareholders at the special general meeting of the Company held on 22 December 2014.

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LETTER FROM DONVEX CAPITAL LIMITED

The Conversion Price, which is HK$0.379 per Conversion Share, also represented:

(i) a premium of approximately 1.07% to the closing price of HK$0.375 per Blue Sky Share as quoted on the Stock Exchange on the Board Approval Date; and
(ii) a discount of approximately 7.56% to the closing price of HK$0.410 per Blue Sky Share as quoted on the Stock Exchange as at the Latest Practicable Date.

Historical price performance of the Blue Sky Shares

The Chart below shows the closing prices of the Blue Sky Shares traded on the Stock Exchange, starting from 8 October 2014, being the next trading day after the date of Sale and Purchase Agreement, up to and including the Latest Practicable Date (the ‘‘Review Period’’).

Share Price of Blue Sky

==> picture [440 x 257] intentionally omitted <==

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

HK$0.600
HK$0.500
HK$0.400
HK$0.300
HK$0.200
HK$0.100
HK$ —
Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15 Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15
Closing Price Exercise Price
----- End of picture text -----

Source: http://www.hkex.com.hk/

We noted from the above chart that the closing price of the Blue Sky Shares were within the range of a low of HK$0.320 on 8 July 2015 to a high of HK$0.510 on 13, 15 and 21 April 2015 respectively, with an average closing price of approximately HK$0.413. The Conversion Price of HK$0.379 per Conversion Share represents approximately 8.23% discount to the average closing price of the Blue

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LETTER FROM DONVEX CAPITAL LIMITED

Sky Shares during the Review Period. The closing price of the Blue Sky Shares were higher than the Conversion Price in 216 trading days out of the 253 trading days during the Review Period.

Liquidity of the Blue Sky Shares

The following table set out the trading volume of the Blue Sky Shares during the Review Period:

		Percentage of		Percentage of
		total trading		average daily
		volume to the		trading volume
		aggregate		to the aggregate
		number of		number of
		Conversion		Conversion
		Shares held by		Shares held by
		the Company		the Company
		upon the		upon the
		Proposed		Proposed
		Exercise (i.e.	Average daily	Exercise (i.e.
	Total trading	204,890,521	trading volume	204,890,521
	volume for the	Conversion	for the month/	Conversion
	month/period	Shares)	period	Shares)
	(shares)		(shares)
			(Note)
2014
October
(start from 8 October)	792,022,736	387%	44,001,263	21.5%
November	1,345,513,694	657%	67,275,685	32.8%
December	1,001,833,190	489%	47,706,342	23.3%
2015
January	797,897,554	389%	37,995,122	18.5%
February	656,457,248	320%	36,469,847	17.8%
March	721,497,000	352%	32,795,318	16.0%
April	1,229,847,665	600%	64,728,824	31.6%
May	737,644,142	360%	38,823,376	18.9%
June	796,752,000	389%	36,216,000	17.7%
July	857,000,000	418%	38,954,545	19.0%
August	495,863,000	242%	23,612,524	11.5%
September	346,868,000	169%	17,343,400	8.5%
October (up to the Latest
Practicable Date)	337,170,000	165%	33,717,000	16.5%

Source: http://www.hkex.com.hk/

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LETTER FROM DONVEX CAPITAL LIMITED

Note: Average daily trading volume is calculated by dividing the total trading volume for the month/period by the number of trading days during the month/period which exclude any trading day on which trading of the Blue Sky Shares on the Stock Exchange was suspended for the whole trading day.

As illustrated in the above table, the average daily trading volume of Blue Sky Shares during the Review Period ranged from approximately 17.3 million to 67.3 million shares, representing approximately 8.5% to 32.8% of the aggregate number of Convertible Shares held by the Company upon the Proposed Exercise. The total monthly trading volume of Blue Sky Shares during the Review Period (excluding October 2014 and October 2015 for incomplete monthly record) ranged from approximately 346.9 million to 1,345.5 million shares, representing approximately 169% to 657% of the aggregate number of Convertible Shares held by the Company upon the Proposed Exercise. In view of the above, we consider that the overall liquidity of the Blue Sky Shares were relatively sufficient as compared to the aggregate amount of the Conversion Shares held by the Company in normal circumstances during the Review Period. We consider that the liquidity of the trading of Blue Sky Shares in Stock Exchange is sufficient to support the proposed dispose of the Conversion Shares by the Company.

Based on our discussion with the Company, it will closely monitor the performance of Blue Sky Shares and disposal of the Conversion Shares if there is any capital gain from the from the appreciation of the Blue Sky Shares in the future upon the price of the Conversion Shares be above the Conversion Price. Having considered that (i) the average price of the Blue Sky Shares represented a premium of the Conversion Price during the Review Period; (ii) the trading volume is sufficient to support the disposal of the Conversion Shares; (iii) the Company will be able to generate income and cash inflow at its own discretion from the proposed disposal of the Conversion Shares upon the Proposed Exercise, we are of the view that the Proposed Exercise are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

However, Shareholders should note that the price of the Blue Sky Shares represents a slight discount to the Conversion Price during the period prior to the Latest Practicable Date due to, among others, the recent unsatisfactory market sentiment of the stock market of Hong Kong. Shareholders should also note that the above assessments are conducted based on the published or other publicly available sources and for illustrative purposes only. It does not purport to represent how the actual price of Blue Sky Shares will be after the Proposed Exercise and as at the disposal of the Conversion Shares, if any. Under no circumstances should the inclusion of the above assessment be regarded as a representation, warranty or prediction by us that the price of Blue Sky Shares will appreciate or is likely to appreciate.

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LETTER FROM DONVEX CAPITAL LIMITED

5. Reasons of and benefits for the Proposed Exercise

The Company is entitled to receive Convertible Bonds I and Convertible Bonds II upon Disposal Completion I and Disposal Completion II respectively. Both the Convertible Bonds I and Convertible Bonds II carry no interest and are due to mature on the third anniversary of the date of their respective issue date. The Board holds the view that as the Convertible Bonds carry no interest, the Company shall exercise the conversion rights attaching to the Convertible Bonds in due time.

As per our discussion with the Company, the Company is optimistic toward the development of Blue Sky. The Board holds the view that it may be an appropriate time to exercise the remaining portion of Convertible Bonds I and hold the relevant Conversion Shares in order to capture the opportunities in the stock market and realise the potential capital gain from the appreciation of the Conversion Shares in the future upon the price of the Blue Sky Shares be above the Conversion Price.

The conversion of the remaining portion of the Convertible Bonds I represents an investment opportunity in Blue Sky and the Company intends to capture the potential possible capital gain from the Conversion Shares through possible disposal of the Conversion Shares in the future.

Given that the conversion of either parts of or all of the remaining portion of the Convertible Bonds I will constitute notifiable and/or connected transactions of the Company, the delay in the disposal of the Conversion Shares as a result of complying relevant regulatory approval procedures for the conversion will not guarantee that the market price of Blue Sky Shares would remain higher than the Conversion Price. As such, the Company is of the view that prior approval of the Proposed Exercise, which provides the Company with the capability to capture any potential capital gain of the Conversion Shares as and when it arises, is essential and necessary although the current price of the Blue Sky Shares only represented a slight premium to the Conversion Price.

The Company had considered alternative plans on the Convertible Bonds I other than the Proposed Exercise, including but not limited to direct disposal of the Convertible Bonds I. However, due to (i) the attribute of the nil interest of the Convertible Bonds I prior to its maturity date; and (ii) the recent unsatisfactory market sentiment of the stock market in Hong Kong, the Company encountered difficulties to locate potential purchasers for the remaining portion of the Convertible Bonds I at or above the Conversion Price.

Having considered that:

(i) the Convertible Bonds I carry no interest and the Company will not generate any revenue and cash inflow from holding the Convertible Bonds I prior to its maturity;
(ii) with reference to the Disposal Circular, (1) the Company do not have the right to early redemption of all or part of the outstanding Convertible Bonds I prior to its maturity; and (2) Blue Sky shall not be entitled to redeem all or part of

– 30 –

LETTER FROM DONVEX CAPITAL LIMITED

the outstanding Convertible Bonds I prior to its maturity. As such, the Company will not be able to generate any cash inflow from early redemption of all or part of the outstanding Convertible Bonds I;

(iii) the revenue from the natural gas business of Blue Sky had been substantially increased for the six months ended 30 June 2015 and Blue Sky will probably be further benefited from the enhancement of the development of natural gas industry in the PRC;
(iv) the Blue Sky Shares are listed on the main board of the Stock Exchange. Upon the Proposed Exercise, the Company’s holdings in the Conversion Shares can be realised easier and earlier in future from the liquidity and ready marketability of the Blue Sky Shares;
(v) upon the Proposed Exercise, the Company is at its own discretion to generate cash inflow and/or realise capital gain, if any, through the disposal of the Conversion Shares. As such, the Proposed Exercise provides flexibilities to the Company on managing its operating results and the financial position;
(vi) it would allow flexibility if the Company obtains prior approval of the Proposed Exercise after taking into account the potential time needed for complying the relevant regulatory approval procedure; and
(vii) the Company had considered other alternative plans on the Convertible Bonds I but were not optimal as compared to the Proposed Exercise,

we concur with the view of the Directors that the Proposed Exercise are fair and reasonable and in the interests of the Shareholders as a whole.

6. Financial Implication of the Proposed Exercise

Through the Proposed Exercise, the respective amount of convertible notes receivables in the non-current assets will be recognised as trading securities in the current assets of the Company. Apart from the above, no immediate and material effects on the operating results and financial position of the Company will be incurred upon the Proposed Exercise.

Through the possible disposal of the Conversion Shares, the Company expected to realise capital gain from the capital appreciation of Conversion Shares when the growth from the market potential of natural gas products in PRC is realised and captured.

Based on the above, we are of the view that the financial effects of the Proposed Exercise is fair and reasonable.

Shareholders should note that the aforementioned implication are for illustrative purposes only and does not purport to represent how the operating results and financial position of the Group will be upon the Proposed Exercise. Under no circumstances should the inclusion of the above implication be regarded as a representation, warranty or

– 31 –

LETTER FROM DONVEX CAPITAL LIMITED

prediction by us that the Company will record capital gain through the possible disposal of the Conversion Shares, if any. Meanwhile, Shareholders should note that the corresponding outstanding Conversion Shares held by the Company after the Proposed Exercise, if any, will be remeasured at its fair market value at each balance sheet date of the Group. Any net unrealised gains or losses arising from the changes in fair value of the corresponding outstanding Conversion Shares, if any, will be recognised in the statement of profit or loss of the Group.

RECOMMENDATION

Having considered the abovementioned principal factors and reasons, we are of the view that the Proposed Exercise and the transactions contemplated thereunder is fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM to approve the Proposed Exercise and the transactions contemplated thereunder and we recommend the Independent Shareholders to vote in favour of the ordinary resolution in this regard.

Yours faithfully, For and on behalf of Donvex Capital Limited Vily Leung Director

– 32 –

GENERAL INFORMATION

APPENDIX

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 Group. 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. DIRECTORS’ INTERESTS

(a) Directors’ and chief executive’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/or their associates in the Shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (‘‘SFO’’)), as recorded in the register maintained by the Company under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO and the Model Code for the Securities Transactions by Directors of Listed Companies (the ‘‘Model Code’’) were as follows:

Long positions of directors’ interests in shares and underlying shares of the Company

		Number of			Approximate
		ordinary	Number of	Total	percentage of
	Capacity/Nature	Shares	share	interests	total interests
Name of Directors	of interests	held	options held	held	held
Mr. Cheng Kam Chiu, Stewart	Beneficial owner	—	6,875,608	6,875,608	0.28
Mr. Cheng Ming Kit	Beneficial owner	1,000	6,875,608	6,876,608	0.28
Mr. Heffner, Paul Lincoln	Beneficial owner	—	6,875,608	6,875,608	0.28
Mr. Wong Man Kong, Peter	Beneficial owner	—	687,338	687,338	0.03
Mr. Chan Chi Yuen	Beneficial owner	—	687,338	687,338	0.03
Mr. Yung Chun Fai, Dickie	Beneficial owner	—	687,338	687,338	0.03
Mr. Chiu Wan On	Beneficial owner	—	687,338	687,338	0.03

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executives of the Company and their associates had any personal, family, corporate or other interests had registered an interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO), as recorded in the register maintained by the Company under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO and the Model Code.

– A-1 –

GENERAL INFORMATION

APPENDIX

(b) Persons who have an interest or short position which is discloseable under Divisions 2 and 3 of Part XV of the SFO

As at the Latest Practicable Date, according to the register kept by the Company pursuant to section 336 of SFO, and so far as is known to any directors and chief executive of the Company, the following persons had, or were deemed or taken to have, an interest or short position 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 will be directly or indirectly interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other members of the Group:

Long positions in securities:

			Number of	Total	Approximate
	Capacity/Nature	Number of	underlying	interests	percentage of
Name of Shareholders	of interests	Shares held	Shares held	held	interests held
		(Note (iii))			(Note (iv))
Max Sun Enterprises Limited	Beneficially	606,537,544	122,093,023	728,630,567	29.18
(‘‘Max Sun’’) (Note (i))	owned
Chow Tai Fook Nominee Limited	Interests in a	606,537,544	122,093,023	728,630,567	29.18
(‘‘CTFNL’’) (Note (ii))	controlled
	corporation

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.
(iii) Upon the completion of the open offer in January 2015, the subscription price per share and number of shares that can be subscribed for upon exercise of the warrants were adjusted from HK$1.05 to HK$0.86 and from 100,000,000 to 122,093,023 respectively. The long positions in underlying shares represent the interest held by Max Sun as at the Latest Practicable Date in 122,093,023 warrants as at the subscription price of HK$0.86 per share. Each warrant carries the right to subscribe for one share within 5 years from the date of issue.
(iv) The approximate percentage of interests held was calculated on the basis of 2,497,025,992 ordinary shares of the Company as at the Latest Practicable Date.

– A-2 –

GENERAL INFORMATION

APPENDIX

Interests in other members of the Group

			Approximate
Name of member			percentage of
of the Group	Place of incorporation	Name of shareholder	shareholding
High Luck Group Ltd.	Argentina	South American Hedge	18%
Tartagal Oriental and		Fund LLC
Morillo UTE
United Resources Trading	British Virgin Islands	Amax Enterprising	49%
Limited		Limited
Sino Matrix Holdings	Hong Kong	Prime Union Trading	49%
Limited		Development Limited
Tiger Energy Partners	United States	Greenstone Capital	25%
International LLC		Partners Limited

Save as disclosed above, as at the Latest Practicable Date, the Directors are not aware of any person had or were deemed or taken to have, an interest or short position 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 will be directly or indirectly interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other members of the Group.

So far as is known to the Directors of the Company, as at the Latest Practicable Date, no Director of the Company is a director or employee of Max Sun Enterprises Limited or Chow Tai Fook Nominee Limited.

3. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors have a service contract with the Company, which is not determinable by the Company within one year without payment of compensation, other than statutory compensation.

4. EXPERT AND CONSENT

The following are the qualifications of the expert who has given opinion or advice which is contained in this circular:

Name	Qualification
Donvex Capital	A licensed corporation to carry out Type 6 (advising on
Limited	corporate finance) regulated activity as defined under the SFO

– A-3 –

GENERAL INFORMATION

APPENDIX

As at the Latest Practicable Date, the above expert has given and has not withdrawn their written consent to the issue of this circular with the inclusion herein of their letter(s) and reference(s) to their names in the form and context in which they appears.

As at the Latest Practicable Date, the above expert 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.

As at the Latest Practicable Date, the above expert did not have any interests, either direct or indirect, in any assets which have been acquired or disposed of by or leased to or are proposed to be acquired or disposed of by, or leased to any member of the Group since 31 December 2014, the date to which the latest published audited consolidated financial statements of the Group were made up.

5. INTEREST IN ASSETS, CONTRACTS OR ARRANGEMENT

Save and except for the information as disclosed below, none of the Directors have, or had, any direct or indirect interest in any assets which had been or are proposed to be acquired, disposed of by or leased to, any member of the Group since 31 December 2014, the date to which the latest published audited financial statements of the Company were made up. None of the Directors is materially interested in any contract or arrangement subsisting at the Latest Practicable Date which is significant in relation to the business of the Group.

Mr. Cheng Ming Kit, an executive director of the Company, had acquired 119,496,000 and disposed 58,920,000 Blue Sky Shares since 31 December 2014 up to the Latest Practicable Date, and held approximately 11.42% of issued shares of Blue Sky as at the Latest Practicable Date.

6. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or the initial management shareholders or their respective associates had an interest in any business that competes with or is likely to compete with the business of the Group.

7. MATERIAL ADVERSE CHANGE

The Directors confirmed that (i) the weak West Texas Intermediate oil price and the costs borne for workovers performed for enhancing the daily production level in Palmar Largo concession and (ii) the default in repayment of a convertible note issued by BCM Energy Partners, Inc. have primarily led to a material adverse change in the financial and trading position since 31 December 2014, being the date of which the latest published audited financial statements of the Company were made up, and has been indicated on page 46 in the interim report 2015 of the Company dated 28 August 2015 and disclosed in the announcement of the Company dated 14 October 2015 respectively.

– A-4 –

GENERAL INFORMATION

APPENDIX

Save as disclosed above, as at the Latest Practicable Date, the Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2014, being the date to which the latest published audited financial statements of the Company were made up.

8. GENERAL

In the event of any inconsistency, the English texts of this circular and the accompanying form of proxy shall prevail over their respective Chinese texts.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be made available for inspection at the office of the Company at Room 1402, 14/F, New World Tower I, 16–18 Queen’s Road Central, Hong Kong during normal business hours on any Business Day from the date of this circular up to and including the date of the SGM:

(a) the bye-laws of the Company;
(b) the board resolutions concerning the proposed exercise of Convertible Bonds I and the transactions contemplated thereunder;
(c) the interim report of the Company for the six months ended 30 June 2015;
(d) the annual report of the Company for the two financial years ended 31 December 2014 and 31 December 2013;
(e) the letter from the Board, the text of which is set out on pages 8 to 17 of this circular;
(f) the letter from the Independent Board Committee, the text of which is set out on pages 18 to 19 of this circular;
(g) the letter of advice from Donvex Capital Limited to the Independent Board Committee and the Independent Shareholders the text of which is set out on pages 20 to 32 of this circular;
(h) the written consents referred to in the paragraph headed ‘‘Expert and consent’’ in this appendix; and
(i) the Sales and Purchase Agreement.

– A-5 –

NOTICE OF SGM

==> picture [103 x 75] 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 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 20/F, Infinitus Plaza, 199 Des Voeux Road Central, Sheung Wan, Hong Kong on Thursday, 12 November 2015 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT:
(a) the conversion of the remaining portion of the convertible bonds (‘‘Convertible Bonds I’’) in the principal amount of HK$57,805,108 issued pursuant to the sale and purchase agreement dated 7 October 2014 entered into between Goldlink Capital Limited, as purchaser, and Total Belief Limited as vendor, which may be converted into 152,520,073 ordinary shares of HK$0.055 each in the share capital of Blue Sky Power Holdings Limited (the ‘‘Conversion Share(s)’’) at the conversion price of HK$0.379 per Conversion Share (the ‘‘CB Conversion’’), and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and
(b) the directors of the Company be and are hereby authorised to take any step and execute all such acts, matters, deeds, documents and to do all such acts or things as they may consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the CB Conversion and the transactions contemplated thereunder.’’

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

Hong Kong, 20 October 2015

For identification purpose only

– SGM-1 –

NOTICE OF SGM

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 1 16–18 Queen’s Road Central Hong Kong

Notes:

(1) Any shareholder of the Company (the ‘‘Shareholder(s)’’) entitled to attend and vote at the SGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a Shareholder.
(2) The form of proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
(3) Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the SGM and in such event, the form of proxy shall be deemed to be revoked.
(4) Where there are joint Shareholders any one of such joint Shareholder may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint Shareholders be present at the SGM the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Shareholders, and for this purpose seniority shall be determined by the order in which the names stand in the register of shareholders of the Company in respect of the joint holding.
(5) The form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at 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 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.

– SGM-2 –

AI assistant

GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2015

49098_rns_2015-10-19_7e724856-80c6-495b-9f01-d3d1f5cd221b.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

CONNECTED AND DISCLOSEABLE TRANSACTION

PROPOSED EXERCISE OF CONVERTIBLE BONDS OF BLUE SKY AND

NOTICE OF SPECIAL GENERAL MEETING

DEFINITIONS

‘‘PRC’’

DEFINITIONS

CONNECTED AND DISCLOSEABLE TRANSACTION

PROPOSED EXERCISE OF CONVERTIBLE BONDS OF BLUE SKY

INTRODUCTION

LETTER FROM THE BOARD

PROPOSED EXERCISE OF CONVERTIBLE BONDS I FOR THE SHARES OF BLUE SKY

Reasons for the CB Conversion

Financial Implication of the CB Conversion

INFORMATION ON TRANSACTION I AND TRANSACTION II

PARTICULARS OF THE CONVERTIBLE BONDS

CONVERSION PRICE

INFORMATION ON THE SHAREHOLDINGS OF BLUE SKY BY THE COMPANY

SHAREHOLDINGS OF BLUE SKY BY THE COMPANY UPON CONVERSION OF CONVERTIBLE BONDS I AND CONVERTIBLE BONDS II

LETTER FROM THE BOARD

SHAREHOLDING STRUCTURE OF BLUE SKY

INFORMATION ON THE INTENTION FOR DISPOSAL OF THE BLUE SKY SHARES BY THE COMPANY

DISPOSAL PLAN OF BLUE SKY SHARES

INFORMATION ON THE COMPANY

INFORMATION ON BLUE SKY

LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

LETTER FROM THE BOARD

WARNING NOTICE

SGM

RECOMMENDATION

CONNECTED AND DISCLOSEABLE TRANSACTION

PROPOSED EXERCISE OF CONVERTIBLE BONDS OF BLUE SKY

CONNECTED AND DISCLOSEABLE TRANSACTION PROPOSED EXERCISE OF CONVERTIBLE BONDS OF BLUE SKY

INTRODUCTION

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Information and Financial information of the Group

2. Information on Blue Sky

Financial information of Blue Sky Group

Business Review and Future Prospects and Development of Blue Sky

3. Background of the Proposed Exercise

Background of the Conversion Price

Historical price performance of the Blue Sky Shares

Share Price of Blue Sky

Liquidity of the Blue Sky Shares

5. Reasons of and benefits for the Proposed Exercise

6. Financial Implication of the Proposed Exercise

RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. DIRECTORS’ INTERESTS

(a) Directors’ and chief executive’s interests and short positions in the securities of the Company and its associated corporations

3. DIRECTORS’ SERVICE CONTRACTS

4. EXPERT AND CONSENT

5. INTEREST IN ASSETS, CONTRACTS OR ARRANGEMENT

6. COMPETING INTERESTS

7. MATERIAL ADVERSE CHANGE

8. GENERAL

9. DOCUMENTS AVAILABLE FOR INSPECTION

NOTICE OF SPECIAL GENERAL MEETING

ORDINARY RESOLUTION

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

Notes:

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GoFintech Quantum Innovation Limited Proxy Solicitation & Information Statement 2015