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 adviser.

If you have sold or transferred all your shares in New Times Energy Corporation Limited (the “ Company ”), you should at once hand this circular with the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer, 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 EXISTING GENERAL MANDATE AND NOTICE OF SPECIAL GENERAL MEETING

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 6 to 13 of this circular. A letter from the independent board committee of the Company is set out on page 14 of this circular. A letter from Donvex Capital Limited, the independent financial adviser, containing its advice to the independent board committee and the independent shareholders of the Company is set out on pages 15 to 25 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, 16 February 2015 at 11:00 a.m. is set out on pages 26 to 28 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 and in such event, the form of proxy shall be deemed to be revoked.

30 January 2015

For identification purposes only

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Letter from the Independent Financial Adviser. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26

– i –

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 the Directors

“Company”

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

“Convertible Securities”
(i) the unlisted convertible notes issued by the Company on 13 March 2013 in the aggregate principal amount of HK$38,475,000 maturing on 12 March 2015, of which HK$23,475,000 were still outstanding as at the Latest Practicable Date; and (ii) the unlisted convertible bonds issued by the Company on 3 July 2013 in the aggregate principal amount of HK$50,000,000 maturing on 2 July 2015, all of which were still outstanding as at the Latest Practicable Date
“Director(s)”

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

“ED Share Options”

the Share Options granted to (a) Mr. Cheng Kam Chiu, Stewart entitling him to subscribe for a total of 6,172,000 Shares at an exercise price of HK$0.75 per share; and (b) Mr. Cheng Ming Kit entitling him to subscribe for a total of 6,172,000 Shares at an exercise price of HK$0.75 per share

“Equity”

21,050 shares of a single class with a par value of US$1.00 each of Full Charming Limited, a company incorporated in the British Virgin Islands with limited liability, representing 42.1% of the issued shares of Full Charming Limited as at the date of the Equity Acquisition Agreement

“Equity Acquisition Agreement”

the sale and purchase agreement dated 8 September 2014 which was entered into between the Equity Purchaser and the Equity Vendor in respect of the acquisition of the Equity

– 1 –

DEFINITIONS

“Equity Consideration Shares”
“Equity Purchaser”
“Equity Vendor”
“Existing General Mandate”
“Group”

“HK$”

“Hong Kong”
“Independent Board Committee”
“Independent Financial Adviser”

an aggregate of 68,310,000 Shares allotted and issued by the Company to the Equity Vendor as part of the consideration for the acquisition of the Equity pursuant to the terms and conditions of the Equity Acquisition Agreement

Total Belief Limited, a company incorporated in the British Virgin Islands with limited liability, being a wholly-owned subsidiary of the Company
Mr. Qiu Shuangli（仇雙利）

the general mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on 27 June 2014 to allot, issue and deal with up to 235,574,799 Shares, representing 20% of the total issued share capital of the Company as at the date of the said annual general meeting of the Company

the Company and its subsidiaries

Hong Kong dollar(s), the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the People’s Republic of China

an independent board committee of the Company comprising all four independent non-executive Directors, namely Mr. Wong Man Kong, Peter, Mr. Chan Chi Yuen, Mr. Yung Chun Fai, Dickie and Mr. Chiu Wai On to advise the Independent Shareholders in relation the Refreshment of Existing General Mandate

Donvex Capital Limited, a corporation licensed under the SFO to carry out Type 6 (advising on corporate finance) regulated activities as defined under the SFO and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Refreshment of Existing General Mandate

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DEFINITIONS

“Independent Shareholders” any Shareholders other than the controlling Shareholders and their respective associates or, if there is no controlling Shareholders, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates
“Independent Third third party(ies) who is/are independent of and not Party(ies)” connected with the Company and the connected person(s) (as defined in the Listing Rules) of the Company
“Issue Mandate” the new mandate proposed to be sought at the SGM to authorise the Directors to allot, issue and deal with new Shares not exceeding 20% of the total issued share capital of the Company as at the date of the SGM
“Latest Practicable Date” 28 January 2015, 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 Rules”
the Rules Governing the Listing of Securities on the Stock Exchange
“Max Sun” Max Sun Enterprises Limited, a company incorporated in the British Virgin Islands
“Max Sun Warrants”
certain Warrants issued by the Company on 16 July 2012 in the aggregate principal amount of HK$105,000,000 expiring on 15 July 2017, all of which were still outstanding as at the Latest Practicable Date
“Offer Share(s)” Share(s) to be allotted and issued pursuant to the Open Offer
“Offering Memorandum” the offering memorandum dated 7 January 2015 issued by the Company in respect of the Open Offer
“Open Offer”

the proposed offer for subscription of Shares by way of open offer by the Company to the relevant qualifying shareholders in the proportion of one Offer Share for every two Shares held on the relevant record date in accordance with the terms and conditions mentioned in the Offering Memorandum

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DEFINITIONS

“Properties”

“Properties Consideration Shares”
has the meaning ascribed to it in the announcement of the Company dated 16 July 2014 an aggregate of 138,840,000 Shares allotted and issued by the Company to the Properties Vendor as part of the consideration for the purchase of the Properties pursuant to the terms and conditions of the Properties Sale and Purchase Agreement
“Properties Purchaser” Clear Elite Holdings Limited, a company incorporated in the British Virgin Islands with limited liability, being a wholly-owned subsidiary of the Company
“Properties Sale and Purchase Agreement”
the sale and purchase agreement dated 16 July 2014 entered into between the Properties Purchaser and the Properties Vendor in respect of the acquisition of the Properties
“Properties Vendor”

Rio Capital Limited, a company incorporated in the Cayman Islands, an Independent Third Party

“Refreshment of Existing General Mandate”

the proposed refreshment of the Existing General Mandate

“SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
“SGM” a special general meeting of the Company to be convened for the purpose of considering and, if thought fit, passing the relevant resolution to approve the Refreshment of Existing General Mandate
“Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company
“Share Options” the share options granted pursuant to the Share Option Scheme

“Share Option Scheme” the share option scheme of the Company approved and adopted by the Company at the annual general meeting of the Company on 17 May 2011, pursuant to which a total of 21,384,000 share options were still outstanding as at the Latest Practicable Date

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DEFINITIONS

“Shareholder(s)” the holder(s) of Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Substantial Shareholder” has the meaning ascribed thereto under the Listing Rules “Warrants” (i) the unlisted warrants issued by the Company on 16 July 2012 in the aggregate principal amount of HK$105,000,000 expiring on 15 July 2017, all of which were still outstanding as at the Latest Practicable Date, being the Max Sun Warrants; and (ii) the unlisted warrants issued by the Company on 5 July 2013 in the aggregate principal amount of HK$22,684,200 expiring on 4 July 2016, all of which were still outstanding as at the Latest Practicable Date

“%” 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)

Non-executive Director:

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

Mr. Heffner, Paul Lincoln

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

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

30 January 2015

To Shareholders

Dear Sir or Madam,

PROPOSED REFRESHMENT OF EXISTING GENERAL MANDATE AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with, among other things, (i) details of the Refreshment of Existing General Mandate; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Refreshment of Existing General Mandate; (iii) a letter of advice from the Independent Financial Adviser setting out its recommendation to the Independent Board Committee and the Independent Shareholders in relation to the Refreshment of Existing General Mandate; and (iv) the notice convening the SGM for the purpose of considering and, if thought fit, passing the relevant resolution to approve the Refreshment of Existing General Mandate.

For identification purposes only

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LETTER FROM THE BOARD

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 non-executive Directors, has been formed to consider the Refreshment of Existing General Mandate. Donvex Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

PROPOSED REFRESHMENT OF THE EXISTING GENERAL MANDATE

Background of the Refreshment of Existing General Mandate

At the annual general meeting of the Company held on 27 June 2014, the Shareholders approved, amongst others, an ordinary resolution to grant the Directors the Existing General Mandate to allot, issue and deal with up to 235,574,799 new Shares, representing 20% of the total issued share capital of the Company as at the date of the said annual general meeting of the Company.

As set out in the announcement of the Company dated 16 July 2014, the Properties Purchaser and the Properties Vendor entered into the Properties Sale and Purchase Agreement, pursuant to which the Properties Purchaser conditionally agreed to acquire and the Properties Vendor conditionally agreed to sell the Properties, at a total consideration of US$11,050,000. Part of the said total consideration, in the amount of US$8,900,000, shall be satisfied by the allotment and issue of the Properties Consideration Shares by the Company to the Properties Vendor. As at the Latest Practicable Date, all the Properties Consideration Shares have been issued by the Company.

As set out in the announcement of the Company dated 8 September 2014, the Equity Purchaser and the Equity Vendor entered into the Equity Acquisition Agreement, pursuant to which the Equity Purchaser conditionally agreed to acquire and the Equity Vendor conditionally agreed to sell the Equity at a total consideration of HK$46,655,000. Part of the said total consideration shall be satisfied by the allotment and issue of the Equity Consideration Shares by the Company to the Equity Vendor. As at the Latest Practicable Date, all the Equity Consideration Shares have been issued by the Company.

As at the Latest Practicable Date, the Existing General Mandate have been utilised as to an aggregate of 207,150,000 Shares, representing approximately 87.93% of the number of new Shares which were allowed to be allotted, issued and dealt with under the Existing General Mandate.

Reasons for the Refreshment of Existing General Mandate

Since the granting of the Existing General Mandate at the annual general meeting held on 27 June 2014, there has been no refreshment of the Existing General Mandate. As at the Latest Practicable Date, only 28,424,799 additional new Shares can be allotted and issued under the Existing General Mandate, representing approximately 12.07% of the Existing General Mandate.

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LETTER FROM THE BOARD

Based on the unaudited consolidated statement of financial position as contained in the interim report of the Company for the six months ended 30 June 2014, it is noted that the cash and cash equivalents of the Group amounted to approximately HK$46.58 million only, while the aggregate amount of bank and other borrowings under current liabilities of the Group reached approximately HK$81.42 million as at 30 June 2014. The Group thus recorded net current liabilities of approximately HK$9.41 million as at 30 June 2014.

As set out in the Offering Memorandum, the Board proposed to raise not less than approximately HK$117.7 million but not more than approximately HK$130.0 million through the Open Offer. As at the Latest Practicable Date, the Open Offer was not completed.

The Board would like to maintain flexibility and provide discretion for the Company to raise funds for its future business development and/or any opportunities to be identified by the Company through equity financing. Given that equity financing (i) does not incur any interest paying obligations on the Group as compared with bank or debt financing; (ii) is less costly and time-consuming than raising funds by way of rights issue or open offer; and (iii) provides the Company with the flexibility and capability to capture any capital raising and/or prospective investment opportunity as and when it arises (as at the Latest Practicable Date, the Company was not aware of any such opportunity), the Board proposes to refresh the Existing General Mandate for the Directors to allot, issue and deal with new Shares with an aggregate nominal amount of not exceeding 20% of the aggregate nominal amount of the total issued share capital of the Company as at the date of the SGM. As at the Latest Practicable Date, the Company has no current plan to utilise the Issue Mandate. The Board holds the view that the Refreshment of the Existing General Mandate to be fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The Issue Mandate is proposed to the Shareholders prior to the Company’s next annual general meeting and therefore, under Rule 13.36(4) of the Listing Rules, the Refreshment of Existing General Mandate will be subject to the Independent Shareholders’ approval at the SGM.

Issue Mandate

As at the Latest Practicable Date, the total issued share capital of the Company consisted of 1,385,023,995 Shares. As set out in the Offering Memorandum, upon completion of the Open Offer (if completed), which is expected to be on 2 February 2015, the total issued share capital of the Company will consist of 2,077,535,992 Shares (assuming no Shares (other than the Offer Shares) will be issued and/or repurchased by the Company prior to the completion of the Open Offer (if completed)). On the basis that no Shares (other than the Offer Shares (if any)) would be issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM, the granting of the Issue Mandate would allow the Directors to issue, allot and deal with up to 277,004,799 new Shares (if the Open Offer is not completed) or 415,507,198 new shares (if the Open Offer is completed), representing 20% of the respective total issued share capital of the Company.

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LETTER FROM THE BOARD

An ordinary resolution will be proposed to the Independent Shareholders to approve the Refreshment of Existing General Mandate to authorise the Directors to allot, issue and deal with new Shares not exceeding 20% of the total issued share capital of the Company as at the date of SGM.

The Issue Mandate, if granted, will remain effective until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the bye-laws of the Company or any other applicable laws of Bermuda; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

Equity fund raising activities in the past twelve months

The Company has not undertaken any equity fund raising activities in the past twelve months prior to the Latest Practicable Date. Reference is made to the Offering Memorandum, which discloses that the net proceeds of the Open Offer are estimated to be approximately HK$113.9 million. The net proceeds are intended to be used, as to approximately HK$35.9 million, for the general working capital and, as to approximately HK$78 million, to strengthen the business in Argentina and/or other jurisdiction and to prepare for acquisitions and drillings in Argentina when the suitable opportunities arise. As at the Latest Practicable Date, the Open Offer was not completed.

Change in shareholding structure of the Company

The table below sets out the shareholding structure of the Company (i) as at the Latest Practicable Date; (ii) upon full utilisation of the Issue Mandate and none of the outstanding Share Options, Warrants and Convertible Securities are exercised (assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM and the Open Offer is not completed); (iii) upon full utilisation of the Issue Mandate and the full exercise of the outstanding Share Options, Warrants and Convertible Securities (as adjusted after the completion of the Open Offer and assuming no other Shares (other than the Offer Shares) are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM and the Open Offer is completed (assuming nil application by Shareholders, other than the underwriters of the Open Offer)); and (iv) upon full utilisation of the Issue Mandate and the full exercise of the outstanding Share Options, Warrants and Convertible Securities (as adjusted after the completion of the Open Offer and assuming no other Shares (other than the Offer Shares) are

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LETTER FROM THE BOARD

issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM and the Open Offer is completed (assuming full application by Shareholders)), for illustrative and reference purpose:

Name of Shareholders Substantial Shareholder Max Sun Parties acting in concert with Max Sun (Note) Max Sun and parties acting in concert with it (Note) Existing Public Shareholders Shares available to be issued under the Issue Mandate Total	As a Latest Pract Number of Shares 264,147,110 16,515,500 280,662,610 1,104,361,385 – 1,385,023,995	t the icable Date Approximate % 19.07 1.19 20.26 79.74 – 100.00	Upon full utilisation of the Issue Mandate and none of the outstanding Share Options, Warrants and Convertible Securities are exercised (assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM and the Open Offer is not completed) Number of Shares Approximate % 264,147,110 18.69 16,515,500 1.17 280,662,610 19.86 1,104,361,385 78.13 28,424,799 2.01 1,413,448,794 100.00	Upon full utilisation of the Issue Mandate and the full exercise of the outstanding Share Options, Warrants and Convertible Securities (as adjusted after the completion of the Open Offer and assuming no other Shares (other than the Offer Shares) are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM and the Open Offer is completed (assuming nil application by Shareholders, other than the underwriters of the Open Offer)) Number of Shares Approximate % 728,630,567 30.37 30,266,716 1.26 758,897,283 31.64 1,611,540,064 67.18 28,424,799 1.18 2,398,862,146 100.00	Upon full utilisation of the Issue Mandate and the full exercise of the outstanding Share Options, Warrants and Convertible Securities (as adjusted after the completion of the Open Offer and assuming no other Shares (other than the Offer Shares) are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM and the Open Offer is completed (assuming full application by Shareholders)) Number of Shares Approximate % 518,313,688 21.61 38,524,466 1.61 556,838,154 23.22 1,813,599,193 75.60 28,424,799 1.18 2,398,862,146 100.00	Upon full utilisation of the Issue Mandate and the full exercise of the outstanding Share Options, Warrants and Convertible Securities (as adjusted after the completion of the Open Offer and assuming no other Shares (other than the Offer Shares) are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM and the Open Offer is completed (assuming full application by Shareholders)) Number of Shares Approximate % 518,313,688 21.61 38,524,466 1.61 556,838,154 23.22 1,813,599,193 75.60 28,424,799 1.18 2,398,862,146 100.00
						100.00

Note:

As at the Latest Practicable Date, (i) Max Sun was a substantial Shareholder and directly held 264,147,110 Shares, representing approximately 19.07% of the issued share capital of the Company; and (ii) Chow Tai Fook Enterprises Limited, of which the ultimate beneficial owner of Max Sun, Dato’ Dr. Cheng Yu Tung, was a director, directly held 16,514,500 Shares, representing approximately 1.19% of the issued share capital of the Company; and (iii) Mr. Cheng Ming Kit (being a relative of the ultimate beneficial owner of Max Sun, Dato Dr. Cheng Yu Tung) directly held 1,000 Shares, representing approximately 0.00007% of the issued share capital of the Company. Max Sun also held the Max Sun Warrants, and Mr. Cheng Kam Chiu, Stewart and Mr. Cheng Ming Kit also held the ED Share Options.

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LETTER FROM THE BOARD

The table above illustrates that the shareholding of the existing public Shareholders would decrease from approximately 79.74% as at the Latest Practicable Date to:

(i) approximately 78.13% upon full utilisation of the Issue Mandate and none of the outstanding Share Options, Warrants and Convertible Securities are exercised (assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM and the Open Offer is not completed). Such potential dilution to the shareholding of the existing public Shareholders represents a dilution of approximately 1.61%;
(ii) approximately 67.18% upon full utilisation of the Issue Mandate and the full exercise of the outstanding Share Options, Warrants and Convertible Securities (as adjusted after the completion of the Open Offer and assuming no other Shares (other than the Offer Shares) are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM and the Open Offer is completed (assuming nil application by Shareholders, other than the underwriters of the Open Offer)). Such potential dilution to the shareholding of the existing public Shareholders represents a dilution of approximately 12.56%; and
(iii) approximately 75.60% upon full utilisation of the Issue Mandate and the full exercise of the outstanding Share Options, Warrants and Convertible Securities (as adjusted after the completion of the Open Offer and assuming no other Shares (other than the Offer Shares) are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM and the Open Offer is completed (assuming full application by Shareholders). Such potential dilution to the shareholding of the existing public Shareholders represents a dilution of approximately 4.14%.

Taking into account that the Refreshment of Existing General Mandate (i) allows the Company to raise capital by allotment and issuance of new Shares before the next annual general meeting; (ii) provides more flexibility and options of financing to the Group for future business development as well as for other potential future investments as and when such opportunities arises; and (iii) ensures that the Company has sufficient general mandate to raise funds to maintain its competitiveness in the industry, if so required, and the shareholdings of all Shareholders in the Company will be diluted in proportion to their respective shareholdings upon any utilisation of the Issue Mandate, until the general mandate is approved in the next annual general meeting, it is fair and reasonable for the Board to hold the view that the potential dilution to the shareholding of the public Shareholders as mentioned above is acceptable.

– 11 –

LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

Pursuant to Rule 13.36(4)(a) of the Listing Rules, any controlling Shareholders and their respective associates, or where there are no controlling Shareholders, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the relevant resolution in respect of the Refreshment of Existing General Mandate to be proposed at the SGM. As there is no controlling Shareholder, the Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the relevant resolution(s) to approve the Refreshment of Existing General Mandate at the SGM.

As at the Latest Practicable Date, Mr. Cheng Ming Kit, the chief executive officer of the Company and Shareholder was interested in and entitled to exercise control over the voting rights of 1,000 Shares, representing approximately 0.00007% of the total issued share capital of the Company (upon the completion of the Open Offer (if completed) and assuming that (i) Mr. Cheng Ming Kit will apply for all the Offer Shares offered to him and (ii) no Shares (other than the Offer Shares) will be issued and/or repurchased by the Company, Mr. Cheng Ming Kit will hold 1,500 Shares, representing approximately 0.00007% of the total issued share capital of the Company). Therefore, Mr. Cheng Ming Kit and his associates (if any) shall abstain from voting in favour of the relevant resolution to approve the Refreshment of Existing General Mandate at the SGM. For the Shareholders’ information, it is also noted that as at the Latest Practicable Date, (i) Max Sun was a substantial Shareholder and directly held 264,147,110 Shares, representing approximately 19.07% of the issued share capital of the Company; and (ii) Chow Tai Fook Enterprises Limited, of which the ultimate beneficial owner of Max Sun, Dato’ Dr. Cheng Yu Tung, was a director, directly held 16,514,500 Shares, representing approximately 1.19% of the issued share capital of the Company. As set out in the annual report of the Company for the year ended 31 December 2013, Mr. Cheng Kam Chiu, Stewart is a nephew of Dato’ Dr. Cheng Yu-Tung, the ultimate beneficial owner of Max Sun, and is an uncle of Mr. Cheng Ming Kit. Accordingly, Dato’ Dr. Cheng Yu-Tung is neither an associate of Mr. Cheng Kam Chiu, Stewart nor Mr. Cheng Ming Kit, within the meaning of Rule 14A.06(2) of the Listing Rules. Further, neither Max Sun (of which the ultimate beneficial owner is Dato’ Dr. Cheng Yu-Tung) nor Chow Tai Fook Enterprises Limited (of which Dato’ Dr. Cheng Yu Tung is a director) is an associate of each of Mr. Cheng Kam Chiu, Stewart and Mr. Cheng Ming Kit within the meaning of Rule 14A.06(2) of the Listing Rules. The Company also confirms that each of Max Sun and Chow Chow Tai Fook Enterprises Limited is not an associate of any other Director within the meaning of Rule 14A.06(2) of the Listing Rules. Save as set out above, there is no controlling Shareholder, Director, chief executive of the Company or their respective associates (notwithstanding the completion of the Open Offer (if completed)) who shall abstain from voting in favour of the relevant resolution in respect of the Refreshment of Existing General Mandate to be proposed at the SGM.

The Board has been advised by Mr. Cheng Ming Kit and his associates that they have no intention to vote against the relevant resolution to approve the Refreshment of the Existing General Mandate at the SGM.

– 12 –

LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, the relevant resolution to be approved in respect of the Refreshment of Existing General Mandate at the SGM will be taken by way of poll.

SGM

A notice of the SGM is set out on pages 26 to 28 of this circular. The SGM will be convened and held at 3/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Monday, 16 February 2015 at 11:00 a.m., at which, the relevant resolution will be proposed to the Independent Shareholders to consider and, if thought fit, to approve the Refreshment of Existing General Mandate.

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 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, 168 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 adjourned thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

RECOMMENDATION

Having considered the reasons as set out herein, the Board holds the view that the Refreshment of Existing General Mandate is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Independent Shareholders to vote in favour of the relevant resolution to approve the Refreshment of Existing General Mandate to be proposed at the SGM.

Your attention is drawn to the letter from the Independent Financial Adviser, which contains its advice to the Independent Board Committee and the Independent Shareholders in regard to the Refreshment of Existing General Mandate. The text of the letter from the Independent Financial Adviser is set out on pages 15 to 25 of this circular.

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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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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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)

30 January 2015

To the Independent Shareholders

Dear Sir or Madam,

PROPOSED REFRESHMENT OF EXISTING GENERAL MANDATE

We refer to the circular of the Company to the Shareholders dated 30 January 2015 (the “ Circular ”), of which this letter forms part. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as defined in the Circular.

We have been appointed by the Board as the Independent Board Committee to advise the Independent Shareholders on whether the Refreshment of Existing General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole.

We wish to draw your attention to the letter of advice from the Independent Financial Adviser as set out on pages 15 to 25 of the Circular and the letter from the Board as set out on pages 6 to 13 of the Circular in respect of the Refreshment of Existing General Mandate.

Having considered, among other things, the factors and reasons considered by, 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, we hold the view that the Refreshment of the Existing General Mandate is fair and reasonable so far as the Independent Shareholders are concerned 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 relevant resolution in relation to the Refreshment of Existing General Mandate to be proposed 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

For identification purposes only

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

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.

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

30 January 2015

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

Dear Sirs,

PROPOSED REFRESHMENT OF EXISTING GENERAL MANDATE

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 Refreshment of Existing General Mandate, 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 30 January 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.

As at the Latest Practicable Date, the Existing General Mandate which was granted to the Directors at the annual general meeting of the Company held on 27 June 2014 was utilised as to 207,150,000 Shares, representing approximately 87.93% of the Existing General Mandate. Therefore, the Board proposes to seek approval of the Independent Shareholders for the Refreshment of Existing General Mandate such that the Directors will be granted the authority to allot, issue and deal with new Shares not exceeding 20% of the total issued share capital of the Company as at the date of passing the relevant resolution at the SGM.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As at the Latest Practicable Date, Mr. Cheng Ming Kit, the chief executive officer of the Company and Shareholder who was interested in and entitled to exercise control over the voting rights of 1,000 Shares, representing approximately 0.00007% of the total issued share capital of the Company (upon the completion of the Open Offer (if completed) and assuming that (i) Mr. Cheng Ming Kit will apply for all the Offer Shares offered to him and (ii) no Shares (other than the Offer Shares) will be issued and/or repurchased by the Company, Mr. Cheng Ming Kit will hold 1,500 Shares, representing approximately 0.00007% of the total issued share capital of the Company). Therefore, Mr. Cheng Ming Kit and his associates (if any) shall abstain from voting in favour of the relevant resolution to approve the Refreshment of Existing General Mandate at the SGM. For the Shareholders’ information, it is also noted that as at the Latest Practicable Date, (i) Max Sun was a substantial Shareholder and directly held 264,147,110 Shares, representing approximately 19.07% of the issued share capital of the Company; and (ii) Chow Tai Fook Enterprises Limited, of which the ultimate beneficial owner of Max Sun, Dato’ Dr. Cheng Yu Tung, was a director, directly held 16,514,500 Shares, representing approximately 1.19% of the issued share capital of the Company. As set out in the annual report of the Company for the year ended 31 December 2013, Mr. Cheng Kam Chiu, Stewart is a nephew of Dato’ Dr. Cheng Yu-Tung, the ultimate beneficial owner of Max Sun, and is an uncle of Mr. Cheng Ming Kit. Accordingly, Dato’ Dr. Cheng Yu-Tung is neither an associate of Mr. Cheng Kam Chiu, Stewart nor Mr. Cheng Ming Kit, within the meaning of Rule 14A.06(2) of the Listing Rules. Further, neither Max Sun (of which the ultimate beneficial owner is Dato’ Dr. Cheng Yu-Tung) nor Chow Tai Fook Enterprises Limited (of which Dato’ Dr. Cheng Yu Tung is a director) is an associate of each of Mr. Cheng Kam Chiu, Stewart and Mr. Cheng Ming Kit within the meaning of Rule 14A.06(2) of the Listing Rules. The Company also confirms that each of Max Sun and Chow Chow Tai Fook Enterprises Limited is not an associate of any other Director within the meaning of Rule 14A.06(2) of the Listing Rules. Save as set out above, there is no controlling Shareholder, Director, chief executive of the Company or their respective associates (notwithstanding the completion of the Open Offer (if completed)) who shall abstain from voting in favour of the relevant resolution in respect of the Refreshment of Existing General Mandate to be proposed at the SGM.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Pursuant to Rule 13.39(4) of the Listing Rules, the relevant resolution to be approved in respect of the Refreshment of Existing General Mandate at the SGM will be taken by way of poll.

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 non-executive Directors, has been formed to consider the Refreshment of Existing General Mandate. We have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

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 Refreshment of Existing General Mandate. 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.

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.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

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 Refreshment of Existing General Mandate. 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.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion to the Independent Board Committee and the Independent Shareholders in respect of the Refreshment of Existing General Mandate, we have considered the following principal factors and reasons:

1. Background of the Refreshment of Existing General Mandate

The principal activity of the Company is investment holding, and its subsidiaries are mainly engaged in general trading, oil exploration and exploitation, energy and natural resources related business.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2. Reasons for the Refreshment of Existing General Mandate

With reference to the interim report of the Company for the six months ended 30 June 2014, the Group’s strategy is still at looking around the world, especially in America, for undervalued yet high-potential oil and gas assets. On 26 February 2014, the Group completed its acquisition of 38.15% participating interest of Palmar Largo UTE (the “ Palmar Largo UTE Interest ”), and also became the Palmar Largo UTE’s operating partner. This transaction increased the Group’s net proved reserves for approximately 1,221 thousand barrels of oil equivalent and brought an immediate net production of approximately 360 barrels of oil per day to the Group, which provides the Group steady and reliable revenue and cash flows.

In addition to its current intention to expand into oil exploration and exploitation industry, the Group will continue to explore potential business opportunities to deliver long term benefits to the Shareholders which may potentially bring more returns to the Company and create additional shareholders’ value.

The Board believes that appropriate investment opportunities may arise at any time and investment decisions may have to be made within a short period of time. Therefore, the Board considers that it is important for the Group to keep flexible fund raising availability so as to make prompt decisions and to solicit funding in a relatively short period of time when investment opportunities arise in a competitive investment environment and volatile market conditions.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In order to maintain flexibility and provide discretion for the Company to raise funds for its future business development and/or any opportunities to be identified by the Company through equity financing, given that equity financing under general mandate (i) does not incur any interest paying obligations on the Group as compared with bank or debt financing; (ii) is less costly and time-consuming than raising funds by way of rights issue or open offer; and (iii) provides the Company with the flexibility and capability to capture any capital raising and/or prospective investment opportunity as and when it arises (as at the Latest Practicable Date, the Company was not aware of such opportunity), the Board proposes to refresh the Existing General Mandate for the Directors to allot, issue and deal with new Shares with an aggregate nominal amount of not exceeding 20% of the aggregate nominal amount of the total issued share capital of the Company as at the date of the SGM. As at the Latest Practicable Date, the Company has no current plan to utilise the Issue Mandate. The Board considers that the Refreshment of Existing General Mandate is necessary, fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

Given the foregoing, we are of the view that the Refreshment of Existing General Mandate would provide the Company with the necessary flexibility to fulfil the funding or financial needs for the expansion of the Group’s existing businesses in addition to the future business development and/or investment decisions and/or if the Company is in need of funds for its operation in the future. Accordingly, we are of the view that the Refreshment of Existing General Mandate is fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

3. Fund raising activities of the Company during the past twelve months

Save for the issue of the Properties Consideration Shares and the Equity Consideration Shares, the Company has not undertaken any equity fund raising activities in the past twelve months prior to the Latest Practicable Date. Reference is made to the Offering Memorandum, which discloses that the net proceeds of the Open Offer are estimated to be approximately HK$113.9 million. The net proceeds are intended to be used, as to approximately HK$35.9 million, for the general working capital and, as to approximately HK$78 million, to strengthen the business in Argentina and/or other jurisdiction and to prepare for acquisitions and drillings in Argentina when the suitable opportunities arise. As at the Latest Practicable Date, the Open Offer was not completed.

4. Flexibility in financing

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In accordance to the Offering Memorandum, the net proceeds of the Open Offer, which was duly passed by the Shareholders at the specific general meeting of the Company held on 22 December 2014, are estimated to be approximately HK$113.9 million. The net proceeds are intended to be used as to approximately HK$35.9 million, for the general working capital of the Group and, as to approximately HK$78 million, to strengthen the business in Argentina and/or other jurisdiction and to prepare for acquisitions and drillings in Argentina when the suitable opportunities arise. As at the Latest Practicable Date, the Open Offer was not completed.

In addition, the Company had conducted several placing of bonds and issuance of notes, with interests bearing, to finance the general working capital of the Group in the past twelve months prior to the Latest Practicable Date.

Based on the abovementioned factors, we are of the view that (i) consuming internal cash resources of the Group which may adversely affect its general working capital, (ii) further fund raising through debt securities with interests bearing; and (iii) conducting another open offer or a rights issue before the next annual general meeting of the Company, may not be effective and efficient ways of raising funds for its future business development and/or any opportunities to be identified by the Company as and when it arises as compared with placing under general mandate.

The Directors are of the view that the existing cash resources of the Group, including the net proceeds from the debt financing activities conducted after the publication of the latest interim report of the Group, are sufficient for it to meet the daily operations and present working capital requirements. As advised by the Directors, the Group does not obviate the possibilities of further issuing capital should there be investor(s) indicating interest in the business of the Company in the future although there were no such investors as at the Latest Practicable Date.

The Existing General Mandate is utilised as to 207,150,000 Shares, representing approximately 87.93% of the Existing General Mandate as at the Latest Practicable Date, and accordingly, only 28,424,799 Shares could be further allotted and issued under the Existing General Mandate should no refreshment of the Existing General Mandate is sought before the next annual general meeting of the Company which is expected to be held only in around June 2015.

Having considered that (i) the Existing General Mandate is almost fully utilised, and it is expected that the next annual general meeting will not take place until June 2015; (ii) the Group had already proposed an open offer in November 2014; (iii) several placing of bonds and issuance of notes had been conducted by the Company; (iv) the Issue Mandate could provide the Group with flexibility to allot and issue new Shares without the need to seek further approval from the Shareholders; and (v) the Group could raise capital and

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

to strengthen the capital base of the Group, if and when required, through placing of new Shares under the Issue Mandate for further development of the Group in a timely manner, we are of the view that the Refreshment of Existing General Mandate is in the interests of the Company and the Shareholders as a whole notwithstanding that the Group has sufficient internal resources to cover its daily operations and to meet its present working capital requirements and has no current intention nor plans to utilise the Issue Mandate as at the Latest Practicable Date.

5. Other financing alternatives

As advised by the Company, apart from equity financing, the Group will also consider other financing alternatives such as debt financing and bank borrowings before making any investment decisions. The Group will consider the cost and other terms of the funding before deciding on the means of financing in order to maximum the benefit to the Shareholders. Furthermore, these alternatives may be subject to lengthy due diligence and negotiations. The Group will consider other pre-emptive equity financing methods such as rights issue and open offer as compared with the equity financing under the Issue Mandate, taking into account the timing of the funding needs as compared with the time required for carrying a rights issue/open offer, the then market condition, and the interest expressed by and the terms offered by any prospective underwriters in respect of rights issue/open offer, which we consider reasonable factors to take into consideration when deciding the merits of such preemptive equity financings. The Company will consider seeking Shareholders’ approval for a specific mandate to issue new Shares if appropriate in the circumstances. It is noted that a specific mandate requires relatively longer time to allot and issue new Shares as compared with utilising the general mandate and hence, may not be a suitable means of satisfying the financing need for prospective investment opportunity that requires timely commitment. The Directors advised us that they would exercise due and careful consideration when choosing the best method of financing for the Group.

We consider that the Refreshment of Existing General Mandate will provide the Company with an additional financing alternative and it is reasonable for the Company to have the flexibility in deciding the financing methods, among the various means of financing, including but not limited to equity financing either under the Issue Mandate or a specific mandate, pre-emptive equity financing and debt financing, for its future business development and the efficient use of its funds. Based on the above, we are of the view that the Refreshment of Existing General Mandate is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

6. Potential dilution to Independent Shareholders’ shareholdings

The table below sets out the shareholding structure of the Company (i) as at the Latest Practicable Date; (ii) upon full utilisation of the Issue Mandate and none of the outstanding Share Options, Warrants and Convertible Securities are exercised (assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM and the Open Offer is not completed); (iii) upon full utilisation of the Issue Mandate and the full exercise of the outstanding Share Options, Warrants and Convertible Securities (as adjusted after the completion of the Open Offer and assuming no other Shares (other than the Offer Shares) are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM and the Open Offer is completed (assuming nil application by Shareholders other than the underwriters of the Open Offer)); and (iv) upon full utilisation of the Issue Mandate and the full exercise of the outstanding Share Options, Warrants and Convertible Securities (as adjusted after the completion of the Open Offer and assuming no other Shares (other than the Offer Shares) are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM and the Open Offer is completed (assuming full application by Shareholders)), for illustrative and reference purpose:

Name of Shareholders Substantial Shareholder Max Sun Parties acting in concert with Max Sun (Note) Max Sun and parties acting in concert with it (Note) Existing Public Shareholders Shares available to be issued under the Issue Mandate Total	As a Latest Pract Number of Shares 264,147,110 16,515,500 280,662,610 1,104,361,385 – 1,385,023,995	t the icable Date Approximate % 19.07 1.19 20.26 79.74 – 100.00	Upon full utilisation of the Issue Mandate and none of the outstanding Share Options, Warrants and Convertible Securities are exercised (assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM and the Open Offer is not completed) Number of Shares Approximate % 264,147,110 18.69 16,515,500 1.17 280,662,610 19.86 1,104,361,385 78.13 28,424,799 2.01 1,413,448,794 100.00	Upon full utilisation of the Issue Mandate and the full exercise of the outstanding Share Options, Warrants and Convertible Securities (as adjusted after the completion of the Open Offer and assuming no other Shares (other than the Offer Shares) are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM and the Open Offer is completed (assuming nil application by Shareholders, other than the underwriters of the Open Offer)) Number of Shares Approximate % 728,630,567 30.37 30,266,716 1.26 758,897,283 31.64 1,611,540,064 67.18 28,424,799 1.18 2,398,862,146 100.00	Upon full utilisation of the Issue Mandate and the full exercise of the outstanding Share Options, Warrants and Convertible Securities (as adjusted after the completion of the Open Offer and assuming no other Shares (other than the Offer Shares) are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM and the Open Offer is completed (assuming full application by Shareholders)) Number of Shares Approximate % 518,313,688 21.61 38,524,466 1.61 556,838,154 23.22 1,813,599,193 75.60 28,424,799 1.18 2,398,862,146 100.00	Upon full utilisation of the Issue Mandate and the full exercise of the outstanding Share Options, Warrants and Convertible Securities (as adjusted after the completion of the Open Offer and assuming no other Shares (other than the Offer Shares) are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM and the Open Offer is completed (assuming full application by Shareholders)) Number of Shares Approximate % 518,313,688 21.61 38,524,466 1.61 556,838,154 23.22 1,813,599,193 75.60 28,424,799 1.18 2,398,862,146 100.00
						100.00

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Notes:

The table above illustrates that the shareholding of the existing public Shareholders would decrease from approximately 79.74% as at the Latest Practicable Date to:

(a) approximately 78.13% upon full utilisation of the Issue Mandate and none of the outstanding Share Options, Warrants and Convertible Securities are exercised (assuming no other Shares are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM and the Open Offer is not completed). Such potential dilution to the shareholding of the existing public Shareholders represents a dilution of approximately 1.61%;
(b) approximately 67.18% upon full utilisation of the Issue Mandate and the full exercise of the outstanding Share Options, Warrants and Convertible Securities (as adjusted after the completion of the Open Offer and assuming no other Shares (other than the Offer Shares) are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM and the Open Offer is completed (assuming nil application by Shareholders, other than the underwriters of the Open Offer)). Such potential dilution to the shareholding of the existing public Shareholders represents a dilution of approximately 12.56%; and
(c) approximately 75.60% upon full utilisation of the Issue Mandate and the full exercise of the outstanding Share Options, Warrants and Convertible Securities (as adjusted after the completion of the Open Offer and assuming no other Shares (other than the Offer Shares) are issued and/or repurchased by the Company from the Latest Practicable Date up to the date of the SGM and the Open Offer is completed (assuming full application by Shareholders). Such potential dilution to the shareholding of the existing public Shareholders represents a dilution of approximately 4.14%.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Taking into account that the Refreshment of Existing General Mandate (i) allows the Company to raise capital by allotment and issuance of new Shares before the next annual general meeting; (ii) provides more flexibility and options of financing to the Group for future business development as well as for other potential future investments as and when such opportunities arises; (iii) the above flexibility outweigh the dilution effect of the existing Shareholders as the Company is able to respond in a timely and effective manner to take advantages of any material investment opportunities for the benefit of the Company and its Shareholders as a whole; and (iv) ensures that the Company has sufficient general mandate to raise funds to maintain its competitiveness in the industry, if so required, and the shareholdings of all Shareholders in the Company will be diluted in proportion to their respective shareholdings upon any utilisation of the Issue Mandate, until the general mandate is approved in the next annual general meeting, we concur with the view of the Board that the potential dilution to the shareholding of the public Shareholders as mentioned above is acceptable.

RECOMMENDATION

Having considered the abovementioned principal factors and reasons, we are of the view that the Refreshment of Existing General Mandate 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 Refreshment of Existing General Mandate 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 Doris Sy Director

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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 Central, Hong Kong on Monday, 16 February 2015 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

(a) subject to paragraph (c) below pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements or options and rights of exchange or conversion which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as defined in paragraph (d) below) to make or grant offers, agreements and options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below), or (ii) any Share Option Schemes (as defined in paragraph (d) below) of the Company approved by The Stock Exchange of Hong Kong Limited, or (iii) any scrip dividend or similar arrangement providing for the allotment of shares of the Company in lieu of the whole

For identification purposes only

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NOTICE OF SGM

or part of a dividend on shares of the Company in accordance with the bye-laws of the Company, or (iv) the exercise of the outstanding conversion rights attaching and to any convertible securities issued by the Company, which are convertible into shares of the Company, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

(d) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which next annual general meeting of the Company is required to be held by the bye-laws of the Company or any other applicable laws; and
(iii) the date upon which the authority set out in this resolution revokes or varies by way of ordinary resolution of the Company in general meeting.

“ Rights Issue ” means an offer of shares open for a period fixed by the Directors to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).

“ 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, 30 January 2015

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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 I 16-18 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 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 and transfer agent 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.

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GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2015

49098_rns_2015-01-29_8f5be0e3-8f64-4fdb-9f29-8c9db94cc9eb.pdf

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

PROPOSED REFRESHMENT OF EXISTING GENERAL MANDATE AND NOTICE OF SPECIAL GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

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

PROPOSED REFRESHMENT OF EXISTING GENERAL MANDATE AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

LETTER FROM THE BOARD

PROPOSED REFRESHMENT OF THE EXISTING GENERAL MANDATE

Background of the Refreshment of Existing General Mandate

Reasons for the Refreshment of Existing General Mandate

LETTER FROM THE BOARD

Issue Mandate

LETTER FROM THE BOARD

Equity fund raising activities in the past twelve months

Change in shareholding structure of the Company

LETTER FROM THE BOARD

LETTER FROM THE BOARD

LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

LETTER FROM THE BOARD

SGM

RECOMMENDATION

RESPONSIBILITY STATEMENT

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

PROPOSED REFRESHMENT OF EXISTING GENERAL MANDATE

PROPOSED REFRESHMENT OF EXISTING GENERAL MANDATE

INTRODUCTION

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR OPINION

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background of the Refreshment of Existing General Mandate

2. Reasons for the Refreshment of Existing General Mandate

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

3. Fund raising activities of the Company during the past twelve months

4. Flexibility in financing

5. Other financing alternatives

6. Potential dilution to Independent Shareholders’ shareholdings

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

NOTICE OF SGM

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

NOTICE OF SPECIAL GENERAL MEETING

ORDINARY RESOLUTION

“ THAT :

NOTICE OF SGM

NOTICE OF SGM

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GoFintech Quantum Innovation Limited Proxy Solicitation & Information Statement 2015