GoFintech Quantum Innovation Limited - Proxy Solicitation & Information Statement 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in New Times Energy Corporation Limited, you should at once hand this circular and the accompanying 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)

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

Independent Financial Adviser to

the Independent Board Committee and the 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 pages 14 to 15 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 shareholders of the Company is set out on pages 16 to 32 of this circular.

11 October 2016

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. . . . . . . . . . . . . . . . . . .	16
APPENDIX – GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33

– i –

DEFINITIONS

Terms or expressions used in this circular shall have the meanings as ascribed to them below:

“Announcement”
the joint announcement of the Company and Blue Sky dated 7 October 2014 in respect of the Disposal
“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 (stock code: 6828) and secondary listed on the Singapore Exchange Securities Trading Limited (Singapore stock code: UQ7)
“Blue Sky Share(s)” ordinary share(s) of HK$0.055 each in the share capital of Blue Sky
“Board”
the board of Directors
“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
“Circular”
the circular of the Company dated 5 December 2014 in relation to the Disposal
“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
“Conversion Price” HK$0.379 per Conversion Share, subject to adjustment as set out and in accordance with the terms and conditions of the Convertible Bonds
“Conversion Shares” collectively the maximum of 554,988,010 Blue Sky Shares 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$132,535,348 respectively

– 1 –

DEFINITIONS

“Convertible Bonds”
collectively Convertible Bonds I and Convertible Bonds II
“Convertible Bonds I”
the convertible bonds in the principal amount of HK$77,805,108 issued by Blue Sky at the Conversion Price in favour of Total Belief after 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$132,535,348 issued by Blue Sky at the Conversion Price in favour of Total Belief after Disposal Completion 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 and the disposal of the Sale Shares pursuant to the terms and conditions of the Sale and Purchase Agreement
“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
“Exercise of the CB II” the exercise of conversion rights attaching to the remaining portion of the Convertible Bonds II in the principal amount of HK$88,035,348
“Goldlink”
Goldlink Capital Limited, a company incorporated in the British Virgin Islands with limited liability, a direct wholly owned subsidiary of Blue Sky
“Group”

the Company and its subsidiaries

“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”

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

– 2 –

DEFINITIONS

“Independent Board Committee” 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 by the Board to advise the Shareholders on the Exercise of the CB II
“Independent Financial Adviser” 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 Shareholders in respect of the Exercise of the CB II
“Independent Third Party” 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)
“Latest Practicable Date” 4 October 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“Listing Rules”
The Rules Governing the Listing of Securities on the Stock Exchange
“Model Code” Model Code for Securities Transactions by Directors of Listed Issuers in Appendix to the Listing Rules
“Profit Guarantee”

the after-tax 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 19 of the Circular

“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 19 of the Circular

– 3 –

DEFINITIONS

“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 “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “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, (previously 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), wholly owned subsidiary of Blue Sky “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 “Subscription” the subscription of Subscription Shares by Goldlink for a total consideration of RMB30,000,000 “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 shares issued by Shine Great pursuant to the terms and conditions of the Subscription Agreement “subsidiary(ies)” has the meaning ascribed to it under the Listing Rules

– 4 –

DEFINITIONS

“Total Belief”	Total Belief Limited, a company incorporated in the British
	Virgin Islands with limited liability, a direct wholly owned
	subsidiary of the Company
“Transaction I”	the disposal of the Sale Shares I pursuant to the Sale and
	Purchase Agreement
“Transaction II”	the 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.

– 5 –

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

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

Hong Kong, 11 October 2016

To the Shareholders

Dear Sir or Madam,

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

A. BACKGROUND

Reference is made to the announcement of the Company dated 19 September 2016 in respect of the Exercise of the CB II.

Reference is also made to the Announcement and the Circular in relation to, among others, the disposal of an aggregate of 85.46% of Shine Great Shares by the Company pursuant to Transaction I and Transaction II.

For identification purposes only

– 6 –

LETTER FROM THE BOARD

As disclosed in the announcements of the Company dated 24 February 2015 and 4 July 2016, respectively, Disposal Completion I and Disposal Completion II have occurred, after which Total Belief (being a direct wholly owned subsidiary of the Company) received the Convertible Bonds I and Convertible Bonds II, respectively.

As disclosed in the announcements of the Company dated 9 September 2015, 10 September 2015 and 14 September 2015, and the circular of the Company dated 20 October 2015, the conversion rights attaching to the entire portion of the Convertible Bonds I have been exercised.

As disclosed in the announcement of the Company dated 8 September 2016, Total Belief disposed of a portion of the Convertible Bonds II in the principal amount of HK$43,000,000 and the rights in respect thereof. On 9 September 2016, Total Belief further disposed of a portion of the Convertible Bonds II in the principal amount of HK$1,500,000 and the rights in respect thereof to an Independent Third Party.

B. PROPOSED EXERCISE OF THE CB II

The Convertible Bonds II

As at the Latest Practical Date, the Group held 170,098,521 Blue Sky Shares (representing approximately 1.97% of the issued share capital of Blue Sky) and Total Belief held the Convertible Bonds II in the principal amount of HK$88,035,348.

On 19 September 2016, the Board approved the Exercise of the CB II, pursuant to which 232,283,240 Blue Sky Shares (representing approximately 2.70% of the issued share capital of Blue Sky as at the Latest Practical Date and approximately 2.63% of the issued share capital of Blue Sky as enlarged by the issue of the Conversion Shares pursuant to the Exercise of the CB II) will be issued to Total Belief.

A summary of the particulars of the Convertible Bonds II is set out below:

					Number of
				Blue Sky Shares
					upon full
					conversion
Time of	Outstanding			at	the Conversion
entitlement	principal amount	Conversion Price Interest	Maturity	Price of HK$0.379
Upon Disposal	HK$88,035,348	HK$0.379 Nil	Third anniversary of		232,283,240
Completion II on			the date of the issue
4 July 2016

For further details of the terms of the Convertible Bonds II, please refer to the section headed “II. (C) Principal Terms of the Convertible Bonds to be issued by Blue Sky” in the letter from the Board contained in the Circular.

– 7 –

LETTER FROM THE BOARD

Conversion Price and basis of determination of Conversion Price

As disclosed in the abovementioned section of the Circular, the Conversion Price is HK$0.379 (subject to any adjustments in accordance with the terms and conditions of the Convertible Bonds (if any)), which 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.

The Conversion Price (subject to any adjustments in accordance with the terms and conditions of the Convertible Bonds (if any)) represents:

(i) as disclosed in the abovementioned section of the Circular, a discount of approximately 10.19% to the closing price of HK$0.422 per Blue Sky Share as quoted on the Stock Exchange on the date of the Sale and Purchase Agreement;
(ii) a discount of approximately 35.76% to the closing price of HK$0.59 per Blue Sky Share as quoted on the Stock Exchange on the last trading day immediately prior to the date of the announcement of the Company in respect of the Exercise of the CB II (dated 19 September 2016);
(iii) a discount of approximately 34.66% to the average closing price of approximately HK$0.58 per Blue Sky Share as quoted on the Stock Exchange on the last five consecutive trading days prior to the date of the announcement of the Company in respect of the Exercise of the CB II (dated 19 September 2016); and
(iv) a discount of approximately 36.83% to the closing price of HK$0.60 per Blue Sky Share as quoted on the Stock Exchange as at the Latest Practical Date.

Shareholding of the Group in Blue Sky upon the Exercise of the CB II

Upon the Exercise of the CB II, the Group will hold an aggregate of 402,381,761 Blue Sky Shares (representing approximately 4.67% of the issued share capital of Blue Sky as at the Latest Practical Date and approximately 4.55% of the issued share capital of Blue Sky as enlarged by the issue of the Conversion Shares pursuant to the Exercise of the CB II (on the assumption that there is no change in the issued share capital of Blue Sky other than the said issue of the Conversion Shares).

– 8 –

LETTER FROM THE BOARD

On the assumption that there is no change in the issued share capital of Blue Sky other than the issue of the Conversion Shares pursuant to the Exercise of the CB II, the shareholding of the Group in Blue Sky as at the Latest Practical Date and immediately upon the Exercise of the CB II is set out below:

			Immediately upon the	Immediately upon the
	As at the Latest Practical Date		Exercise	of the CB II
				Approximate
				percentage of
				the issued
				share capital
				of Blue Sky
				(as enlarged by
				the issue of the
		Approximate		Conversion Shares
		percentage of		pursuant to the
	Number of	the issued share	Number of	Exercise
	Blue Sky Shares	capital of Blue Sky	Blue Sky Shares	of the CB II)
The Group	170,098,521	1.97%	402,381,761	4.55%

Reasons for and benefits of the Exercise of the CB II

As disclosed in the announcements of the Company dated 9 September 2015, 10 September 2015 and 14 September 2015, and the circular of the Company dated 20 October 2015, considering, among others, that the Convertible Bonds carry no interest, the Company intended to exercise the conversion rights attaching to the Convertible Bonds II when received and the Board considered such conversion appropriate and necessary, and the Company intended to dispose of the Blue Sky Shares upon conversions of the Convertible Bonds II in the future when the Board considered such disposal appropriate and necessary. The Company will account for the Conversion Shares pursuant to the Exercise of the CB II as “trading securities” in its books prior to such disposal. The Company currently does not have any planned timeline for the disposal of the Conversion Shares after the Exercise of the CB II. It is expected that the proceeds from such disposal will be used as the general working capital of the Company and in acquisition(s) if and when suitable opportunities arise.

– 9 –

LETTER FROM THE BOARD

Total Belief received the Convertible Bonds II after the Disposal Completion II occurred on 4 July 2016. As disclosed above, the Convertible Bonds II carry no interest and are due to mature on the third anniversary of the date of the issue date. Having captured a good opportunity to realise part of the Convertible Bonds II by disposal of the same to certain Independent Third Parties (as disclosed in the announcements of the Company dated 8 September 2016 and 19 September 2016) with a premium to the principal amount of the Convertible Bonds II, the Board is of the view that it is an appropriate time for the Company to exercise the conversion rights attaching to the remaining portion of the Convertible Bonds II in due time in order to capture the opportunities in the stock market and realise the potential capital gain from the appreciation of the Blue Sky Shares provided that the market price of the Blue Sky Shares is above the Conversion Price. The Board is also aware that since the number of Blue Sky Shares held by the Group will increase after the Exercise of the CB II, the Group would be exposed to risks associated with the fluctuations in the price of Blue Sky Shares due to factors beyond the Group’s control, including changes in the Hong Kong stock market conditions and the global economic and political conditions.

The Directors (excluding the independent non-executive Directors who will provide their views after considering the advice of the Independent Financial Adviser) are of the view that the Exercise of the CB II is fair and reasonable, on normal commercial terms, and in the interests of the Company and the Shareholders as a whole.

Mr. Cheng Ming Kit (being an executive Director, the chairman and a substantial shareholder (holding 1,031,291,256 Blue Sky Shares (representing approximately 11.97% of the issued share capital of Blue Sky as at the Latest Practical Date)) of Blue Sky) was considered materially interested in the Exercise of the CB II and has abstained from voting on the resolution(s) passed by the Board in respect of the Exercise of the CB II.

C. INFORMATION ON THE GROUP

The Group is principally engaged in the exploration, development, production and sale of natural resources. Total Belief is a direct wholly owned subsidiary of the Company principally engaged in investment holding.

– 10 –

LETTER FROM THE BOARD

D. INFORMATION ON BLUE SKY

Blue Sky is a company incorporated in Bermuda and the shares of which are primarily listed on the Main Board of the Stock Exchange (Stock Code: 6828) and secondarily listed on the Singapore Exchange Securities Trading Limited (Stock Code: UQ7). Based on publicly available information, the Directors understand that the principal activity of Blue Sky is investment holding and its subsidiaries are principally engaged in (i) sales and distribution of natural gas and other related products and (ii) sales of book product and specialised products. According to the interim report of Blue Sky for the six months ended 30 June 2016, Blue Sky and its subsidiaries have successfully fully shifted away from the printing business and is solely focused on operating and investing in the natural gas business.

The following information is extracted from the 2015 annual report of Blue Sky:

	For the year ended	For the year ended
	31 December 2015	31 December 2014
	(audited)	(audited)
	HK$’000	HK$’000
Profit/(loss) before tax	1,904	(70,480)
Profit/(loss) after tax	6,903	(70,023)

According to the interim report of Blue Sky for the six months ended 30 June 2016, the unaudited consolidated net assets value of Blue Sky as at 30 June 2016 was approximately HK$2,905,969,000.

To the best knowledge, information and belief of the Directors, and having made all reasonable enquiries, and save the interest of Mr. Cheng Ming Kit in Blue Sky as set out above, Blue Sky and its ultimate beneficial owners are Independent Third Parties.

E. BACKGROUND INFORMATION ON TRANSACTION I AND TRANSACTION II

As disclosed in the Announcement and the Circular, on 7 October 2014, Total Belief (as vendor) and Goldlink (being a direct wholly owned subsidiary of Blue Sky) (as 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 comprise (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 Revenue Guarantee and Profit Guarantee) at an aggregate consideration of up to approximately HK$230,045,259. As disclosed in the announcement of the Company dated 4 July 2016, as the

– 11 –

LETTER FROM THE BOARD

actual revenue and the actual after-tax profit of the Shine Great Group for the financial year ended 31 December 2015 could not satisfy the Revenue Guarantee and Profit Guarantee, respectively, and resulted in a shortfall between the revenue of the Revenue Guarantee and the actual revenue of the Shine Great Group and the after-tax profit of the Profit Guarantee and the actual profit of the Shine Great Group over 20%, therefore, the consideration of Transaction II payable by Goldlink to Total Belief was reduced by 2% to HK$132,535,348. Accordingly, the consideration as adjusted has been satisfied as follows: (i) as to HK$14,000,000 paid by Goldlink to Total Belief as earnest monies; (ii) as to HK$3,000,000 in cash upon the execution of the Sale and Purchase Agreement; (iii) as to HK$77,805,108 by the issue of the Convertible Bonds I after Disposal Completion I; and (iv) as to HK$132,535,348 by the issue of the Convertible Bonds II after Disposal Completion II.

Upon the Disposal Completion I, the Company has reduced its indirect interest in the Shine Great Group to 49%, and the Shine Great Group have ceased to be subsidiaries of the Company and have become subsidiaries of Blue Sky. Further, upon the Disposal Completion II, the Company has ceased to hold any interest in Shine Great and Shine Great Group, and Shine Great has become a wholly owned subsidiary of Blue Sky.

F. LISTING RULES IMPLICATIONS

As certain of the applicable percentage ratio(s) under the Listing Rules in respect of the Exercise of the CB II (when aggregated with the exercise of the portion of the Convertible Bonds I in the principal amount of HK$57,805,108 within twelve months prior to the Latest Practical Date) are more than 5% and less than 25%, the Exercise of the CB II (on the said aggregate basis) constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

Mr. Cheng Ming Kit, an executive Director, is also an executive director and the chairman of Blue Sky and, as at the Latest Practical Date, holds 1,031,291,256 Blue Sky Shares (representing approximately 11.97% of the issued share capital of Blue Sky). Accordingly, Mr. Cheng Ming Kit is a controller of the Company and a substantial shareholder of Blue Sky and the Exercise of the CB II also constitutes a connected transaction under Rule 14A.28 of the Listing Rules and is subject to the reporting and announcement requirements, and the shareholders’ approval requirement under Chapter 14A of the Listing Rules.

As (i) Max Sun Enterprises Limited holds 3,516,537,544 Shares (representing approximately 65.00% of the Company’s issued share capital and voting rights in the Company’s general meeting) has approved the Exercise of the CB II in writing; and (ii) none of the Shareholders is required to abstain from voting if a special general meeting is held by the Company to approve the Exercise of the CB II, the Company has applied to the Stock Exchange for a waiver under Rule 14A.37 of the Listing Rules for the general meeting requirement. Since the Stock Exchange has granted the said waiver, no shareholders’ meeting of the Company will be convened for the approval of the Exercise of the CB II.

– 12 –

LETTER FROM THE BOARD

G. INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

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 Shareholders on the Exercise of the CB II. Donvex Capital Limited has been appointed by the Company as the Independent Financial Adviser to advise the Independent Board Committee and the Shareholders on the Exercise of the CB II.

H. ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendix to this circular.

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

– 13 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the full text of the letter from the Independent Board Committee setting out their advice to the Shareholders, which has been prepared for the purpose of inclusion in 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)

11 October 2016

To the Shareholders

Dear Sir or Madam,

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

We refer to the circular of the Company to the Shareholders dated 11 October 2016 (the “ Circular ”), in which this letter forms part. Unless the context otherwise requires, capitalized 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 the CB II (the “ Proposed Transaction ”) and to advise the Shareholders as to whether, in our opinion, the Proposed Transaction is fair and reasonable so far as the Shareholders are concerned.

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

We wish to draw your attention to the letter from the Board set out on pages 6 to 13 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 16 to 32 of the Circular which contains its advice in respect of the Proposed Transaction.

For identification purposes only

– 14 –

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 Transaction is fair and reasonable, on normal commercial terms, and in the interests of the Company and the Shareholders as a whole.

Yours faithfully,

For and on behalf of the Independent Board Committee

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

– 15 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

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

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

11 October 2016

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

Dear Sirs,

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

INTRODUCTION

We refer to our engagement as the Independent Financial Adviser to advise the Independent Board Committee and the Shareholders in relation to the proposed exercise of the right to convert the remaining portion of the principal amount of HK$88,035,348 of the Convertible Bonds II into the Conversion Shares by the Company, details of which are set out in the Letter from the Board contained in the circular of the Company dated 11 October 2016 to the Shareholders, of which this letter forms part. Capitalised terms used herein have the same meanings as defined elsewhere in the circular of the Company dated 11 October 2016 unless the context requires otherwise.

Reference is made to (i) the Announcement and the Circular in relation to the disposal of an aggregate of 85.46% of Shine Great Shares by the Company; (ii) the announcements of the Company dated 24 February 2015 and 4 July 2016 in relation to the Disposal Completion I and Disposal Completion II (the “ Completion Announcements ”); (iii) the announcement of the Company dated 9 September 2015, 10 September 2015 and 14 September 2015 and the circular of the Company dated 20 October 2015 in relation to the exercise of the entire portion of the Convertible Bonds I (the “ Exercise of CB I Announcements and Circular ”); (iv) the announcement of the Company dated 8 September 2016 in relation to the disposal of a portion of the Convertible Bonds II by the Company (the “ CB II Disposal Announcement ”); and (v) the announcement of the Company dated 19 September 2016 in relation to the proposed Exercise of the CB II.

– 16 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As disclosed in the Completion Announcements, Disposal Completion I and Disposal Completion II had taken place, after which Total Belief, a direct wholly owned subsidiary of the Company, had received the Convertible Bonds I and Convertible Bonds II. As disclosed in the Exercise of CB I Announcements and Circular, the conversion rights attaching to the entire portion of the Convertible Bonds I have been exercised.

As disclosed in the CB II Disposal Announcement, Total Belief disposed of a portion of the Convertible Bonds II in the principal amount of HK$43,000,000 and the rights in respect thereof to certain Independent Third Parties. As disclosed in the announcement of the Company dated 19 September 2016, Total Belief further disposed of a portion of the Convertible Bonds II in the principal amount of HK$1,500,000 and the rights in respect thereof to an Independent Third Party on 9 September 2016. As at the Latest Practicable Date, the Group holds 170,098,521 Blue Sky Shares (representing 1.97% of the issued share capital of Blue Sky) and Total Belief holds the remaining portion of the Convertible Bonds II in the principal amount of HK$88,035,348.

On 19 September 2016 (the “ Board Approval Date ”), the Board has approved the Exercise of the CB II, pursuant to which 232,283,240 Blue Sky Shares (representing approximately 2.70% of the issued share capital of Blue Sky as at the Latest Practicable Date and approximately 2.63% of the issued share capital of Blue Sky as enlarged by the issue of the Conversion Shares pursuant to the Exercise of the CB II) will be issued to Total Belief.

Upon the Exercise of the CB II, the Group will hold an aggregate of 402,381,761 Blue Sky Shares (representing approximately 4.67% of the issued share capital of Blue Sky as at the Latest Practicable Date and approximately 4.55% of the issued share capital of Blue Sky as enlarged by the issue of the Conversion Shares pursuant to the Exercise of the CB II (on the assumption that there is no change in the issued share capital of Blue Sky other than the issue of the Conversion Shares pursuant to the Exercise of the CB II)).

As certain of the applicable percentage ratios under the Listing Rules in respect of the Exercise of the CB II (when aggregated with the exercise of the portion of the Convertible Bonds I in the principal amount of HK$57,805,108 within twelve months prior to the Latest Practicable Date) are more than 5% and less than 25%, the Exercise of the CB II (on the said aggregate basis) constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

Mr. Cheng Ming Kit (“ Mr. Cheng ”), an executive Director of the Company, is also an executive director and the chairman of Blue Sky. As at the Latest Practicable Date, Mr. Cheng held 1,031,291,256 Blue Sky Shares, representing approximately 11.97% of the issued share capital of Blue Sky. Accordingly, Mr. Cheng is regarded as a controller of the Company and the proposed Exercise of the CB II and the transactions contemplated thereunder constitute nonexempted connected transactions of the Company which subject to reporting, announcement, and the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

– 17 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The 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 whether proposed Exercise of the CB II is in the interests of the Company and the Shareholders as a whole, and to make recommendations to the Shareholders in respect thereof. Being the Independent Financial Adviser, our role is to give an independent opinion to the Independent Board Committee and the Shareholders in this regard.

We are independent from, and not connected with, the Company or any of its substantial shareholders, directors, chief executive, or any of their respective associates, and have sufficient expertise and resources to give an opinion on the transactions. As at the Latest Practicable Date, we did not have any relationship with or interest in the Company or any other parties that could reasonably be regarded as relevant to our independence. Apart from normal professional fees in connection with this appointment as the Independent Financial Adviser, no other arrangements exist whereby we had received or will receive any fees and/or benefits from the Company or any other parties that could reasonably be regarded as relevant to our independence.

BASIS OF OUR OPINION

In formulating our opinion to the Independent Board Committee and the Shareholders, we have relied on the statements, information, opinions and representations contained in this circular and the information and representations provided to us by the Directors and management of the Company. We have no reason to believe that any information and representations relied on by us in forming our opinion is untrue, inaccurate or misleading, nor are we aware of any material facts the omission of which would render the information provided and the representations made to us untrue, inaccurate or misleading. We have assumed that all statements, information, opinions and representations contained or referred to in this circular, which have been provided by the Directors and management of the Company and for which they are solely and wholly responsible, were true and accurate at the time they were made and continue to be true up to the Latest Practicable Date.

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.

– 18 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We consider that we have reviewed sufficient information to reach an informed view, to justify reliance on the accuracy of the information contained in this circular and to provide a reasonable basis for our recommendation. We have not, however, for the purpose of this exercise, conducted any form of independent in-depth investigation or audit into the businesses or affairs or future prospects of the Company, Blue Sky and their respective associates, nor have we carried out independent verification on the information supplied. 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 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. 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.

This letter is issued for the information for the Independent Board Committee and the Shareholders solely in connection the proposed Exercise of the CB II and, except for its inclusion in this circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving our opinion in respect of the proposed Exercise of the CB II, we have taken into consideration the following principal factors and reasons:

1. Information on the Group

2. Information on Blue Sky

Blue Sky is a company incorporated in Bermuda and the shares of which are primarily listed on the Main Board of the Stock Exchange (stock code: 6828) and secondarily listed on the Singapore Exchange Securities Trading Limited (stock code: UQ7). Based on publicly available information, the Directors understand that the principal activity of Blue Sky is investment holding and its subsidiaries (together with Blue Sky, the “ Blue Sky Group ”) are principally engaged in (i) sales and distribution of natural gas and other related products and (ii) sales of book product and specialized products. As disclosed in the 2016 interim report of Blue Sky, the Blue Sky Group has fully shifted away from the printing business and is solely focused on operating and investing in natural gas business.

– 19 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Financial information of Blue Sky Group

The following is a summary of the operating results of the Blue Sky Group as extracted from the annual reports of Blue Sky for the years ended 31 December 2014 and 2015 and the interim report of Blue Sky for the six months ended 30 June 2016:

	For the six	For the year	For the year
	months ended	ended	ended
	30 June	31 December	31 December
	2016	2015	2014
	HK$’000	HK$’000	HK$’000
	(Unaudited)	(Audited)	(Audited)
Turnover	115,296	213,123	200,430
Gross profit	4,175	2,733	24,769
Profit/(loss)
before income tax	(11,882)	1,904	(70,480)
Profit/(loss)
for the year/period	(9,381)	6,903	(70,023)
Profit/(loss) for the
year/period attributable
to owners of Blue Sky	2,208	17,160	(70,763)

With reference to the 2015 annual report of Blue Sky, revenue of Blue Sky amounted to approximately HK$213.1 million for the year ended 31 December 2015, representing an increase of approximately 6.3% over the year ended 31 December 2014 mainly due to the expansion of its natural gas business. Profit attributable to the owners of Blue Sky amounted to approximately HK$17.2 million for the year ended 31 December 2015, in contrast to the loss attributable to owners of Blue Sky of approximately HK$70.8 million in 2014, mainly due to (i) the gain of HK$135.2 million recognized in 2015 for the disposal of subsidiaries which were loss making in prior years; and (ii) netting of the increase in operating expenses for the natural gas segment.

With reference to the 2016 interim report of Blue Sky, revenue of Blue Sky increased by 27.1% from HK$90.7 million for the six months ended 30 June 2015 to HK$115.3 million for the six months ended 30 June 2016 due to the expansion of its natural gas business. Profit attributable to the owners of Blue Sky for the six months ended 30 June 2016 amounted to approximately HK$2.2 million as compared to a loss attributable to the owners of Blue Sky of approximately HK$3.5 million for the six months ended 30 June 2015.

– 20 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is a summary of the financial position of the Blue Sky Group as extracted from the annual reports of Blue Sky for the years ended 31 December 2014 and 2015 and interim report of Blue Sky for the six months ended 30 June 2016:

	As at	As at	As at
	30 June	31 December	31 December
	2016	2015	2014
	HK$’000	HK$’000	HK$’000
	(Unaudited)	(Audited)	(Audited)
Non-current assets	2,410,425	2,100,093	1,114,379
Current assets	1,410,850	311,160	123,631
– Cash and bank balances	1,033,279	102,737	18,613
Current liabilities	200,901	226,568	184,782
Net current assets/
(liabilities)	1,209,949	84,592	(61,151)
Net assets	2,905,969	1,729,745	920,356
Equity attributable to owners
of Blue Sky	2,727,822	1,536,322	851,220

With reference to the 2016 interim report of Blue Sky, as at 30 June 2016, Blue Sky’s current assets amounted to approximately HK$2,906.0 million (31 December 2015: HK$1,729.7 million), representing an increase of approximately 68.0% as compared to 31 December 2015. The increase was mainly attributable to the completion of a share subscription agreement and a convertible bond subscription agreement in the principal amount of HK$970.0 million and HK$350.0 million, respectively, as disclosed in the announcement of Blue Sky dated 11 May 2016.

Business review and future prospects and development of Blue Sky

With reference to the 2016 interim report of Blue Sky, the Blue Sky Group continued its expansion in the natural gas business sector. With the existing projects became fully operational and the completion of a series of acquisitions, the total gas sales volume of Blue Sky amounted to 53.9 million cubic meters for the six months ended 30 June 2016, increased by 200.3% as compared to the corresponding period in 2015. As disclosed in the 2016 interim report of Blue Sky, the Blue Sky Group intends to utilise its cash and bank balances of HK$598.6 million in mergers and acquisition of natural gas projects and HK$283.6 million in capital expenditure of the existing projects.

– 21 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

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) the goal of China’s “13th Five-Year Plan” in facilitating natural gas to reach 10% or more of the domestic energy usage by 2020; (ii) natural gas pricing reforms that stimulated natural gas usage; (iii) action plans on the development of “coal-to-gas” conversion projects; and (iv) the “One Belt One Road” initiatives, the Blue Sky Group expects that they will take full advantages of the initiatives and expand both their customer base and market share in the natural gas industry along the coastal and inland areas accordingly.

3. Background of the proposed Exercise of the CB II

As disclosed in the Announcement and the Circular, on 7 October 2014, Total Belief, a 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 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 (which comprised 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 Revenue Guarantee and Profit Guarantee) at an aggregate consideration of up to approximately HK$230,045,259. As disclosed in the announcement of the Company dated 4 July 2016, as the actual revenue and the actual after-tax profit of the Shine Great Group for the financial year ended 31 December 2015 could not satisfy the Revenue Guarantee and Profit Guarantee, respectively, and resulted in a shortfall between the revenue of the Revenue Guarantee and the actual revenue of the Shine Great Group and the after-tax profit of the Profit Guarantee and the actual profit of the Shine Great Group over 20%, therefore, the consideration of Transaction II payable by Goldlink to Total Belief was reduced by 2% to HK$132,535,348. Accordingly, the consideration as adjusted has been satisfied as follows: (i) as to HK$14,000,000 paid by Goldlink to Total Belief as earnest monies; (ii) as to HK$3,000,000 in cash upon the execution of the Sale and Purchase Agreement; (iii) as to HK$77,805,108 by the issue of the Convertible Bonds I upon Disposal Completion I; and (iv) as to HK$132,535,348 by the issue of the Convertible Bonds II upon Disposal Completion II.

As disclosed in the Completion Announcements, Disposal Completion I and Disposal Completion II had taken place, after which Total Belief had received the Convertible Bonds I and Convertible Bonds II from Blue Sky.

As disclosed in the Exercise of CB I Announcements and Circular, the conversion rights attaching to the entire portion of the Convertible Bonds I have been exercised.

– 22 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

On 19 September 2016, the Board has approved the exercise of the conversion rights attaching to the remaining portion of the Convertible Bonds II in the principal amount of HK$88,035,348 at the Conversion Price of HK$0.379 per Conversion Share, pursuant to which 232,283,240 Blue Sky Shares (representing approximately 2.70% of the issued share capital of Blue Sky as at the Latest Practicable Date and approximately 2.63% of the issued share capital of Blue Sky as enlarged by the issue of the Conversion Shares pursuant to the Exercise of the CB II) will be issued to Total Belief.

Upon the Exercise of the CB II, the Group will hold an aggregate of 402,381,761 Blue Sky Shares (representing approximately 4.67% of the issued share capital of Blue Sky as at the Latest Practicable Date and approximately 4.55% of the issued share capital of Blue Sky as enlarged by the issue of the Conversion Shares pursuant to the Exercise of the CB II (on the assumption that there is no change in the issued share capital of Blue Sky other than the issue of the Conversion Shares pursuant to the Exercise of the CB II)).

4. Comparison with historical prices of Blue Sky Shares and analysis of liquidity of Blue Sky Shares

The Conversion Price

With reference to the Circular, the Conversion Price is HK$0.379 per Conversion Share was determined after arm’s length negotiations between Blue Sky and the Company, with reference to the then prevailing market price of Blue Sky Share. 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.

The Conversion Price represented:

(i) a discount of approximately 10.19% to the closing price of HK$0.422 per Blue Sky Share as quoted on the Stock Exchange on the date of the Sale and Purchase Agreement;

– 23 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(ii) a discount of approximately 35.76% to the closing price of HK$0.59 per Blue Sky Share as quoted on the Stock Exchange on the Board Approval Date;
(iii) a discount of approximately 34.66% to the average closing price of approximately HK$0.58 per Blue Sky Share as quoted on the Stock Exchange on the last five consecutive trading days prior to the Board Approval Date; and
(iv) a discount of approximately 36.83% to the closing price of HK$0.60 per Blue Sky Share as quoted on the Stock Exchange as at the Latest Practicable Date.

Historical price performance of Blue Sky Shares

The chart below shows the closing prices of Blue Sky Shares traded on the Stock Exchange during the last twelve months preceding the Board Approval Date and up to and including the Latest Practicable Date (the “ Review Period ”).

==> picture [320 x 218] intentionally omitted <==

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

0.8
0.7
0.6
0.5
0.4
0.3
0.2
0.1
0.0
Closing Price Conversion Price
21/9/201521/10/201521/11/201521/12/201521/1/201621/2/201621/3/201621/4/201621/5/201621/6/201621/7/201621/8/201621/9/2016
----- End of picture text -----

Source: The website of the Stock Exchange

– 24 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We noted from the above chart that the closing price of Blue Sky Shares were within the range of a low of HK$0.360 on 21 September 2015 to a high of HK$0.710 on 13, 16, 17 and 24 May 2016 respectively, with an average closing price of approximately HK$0.549. The Conversion Price of HK$0.379 per Conversion Share represents approximately 30.92% discount to the average closing price of Blue Sky Shares during the Review Period. The closing price of Blue Sky Shares was higher than the Conversion Price in 245 trading days out of the 256 trading days during the Review Period, except for (i) the closing price of Blue Sky Shares in the beginning of the Review Period; and (ii) the closing price of Blue Sky Shares on 28 July 2016 which we considered as an isolated case as discussed below.

On 28 July 2016, we noted that the closing price of Blue Sky Shares decreased significantly from HK$0.62 per share on 27 July 2016 to HK$0.365 per share below the Conversion Price, represented a decrease of 58.9%. Based on the public information available on a number of news reporting websites, we noted that such decrease was mainly due to allegations made on a company listed on the main board of the Stock Exchange by certain short selling research institution, which created negative market sentiment in selling the shares of a number of companies listed on the Stock Exchange, including Blue Sky Shares, on 28 July 2016. Nevertheless, the market sentiment appeared to return to normal and the share price of Blue Sky Shares had recovered since 29 July 2016 and continued to remain above the Conversion Price and an increasing trend thereafter as shown in the above chart.

– 25 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Liquidity of Blue Sky Shares

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

				Percentage of
		Percentage of		average daily
		total trading		trading volume to
		volume to the		the aggregate
		aggregate number		number of
		of Blue Sky Shares		Blue Sky Shares
		held by the		held by the
		Company upon		Company upon
		the		the
		proposed Exercise	Average daily	proposed Exercise
	Total trading	of the CB II	trading volume	of the CB II
	volume for the	(i.e. 402,381,671	for the month/	(i.e. 402,381,671
	month/period	Blue Sky Shares)	period	Blue Sky Shares)
	(shares)		(shares)
			(Note)
2015
September (beginning from
21 September)	68,040,000	16.9%	9,720,000	2.4%
October	641,958,533	159.5%	17,343,400	8.0%
November	715,576,000	177.8%	32,097,928	8.5%
December	1,019,359,263	253.3%	34,075,048	11.5%
2016
January	1,555,178,000	386.5%	77,758,900	19.3%
February	495,810,302	123.2%	27,545,017	6.8%
March	636,774,000	158.3%	30,322,571	7.5%
April	627,417,415	155.9%	31,370,871	7.8%
May	703,028,290	174.7%	33,477,538	8.3%
June	520,045,554	129.2%	24,764,074	6.2%
July	1,137,012,873	282.6%	56,850,644	14.1%
August	943,583,461	234.5%	42,890,157	10.7%
September	774,451,035	192.5%	36,878,621	9.2%
October (up to the
Latest Practicable Date)	49,564,000	12.3%	24,782,000	6.2%

Source: The website of the Stock Exchange

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 Blue Sky Shares on the Stock Exchange was suspended for the whole trading day.

– 26 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As illustrated in the above table, the average daily trading volume of Blue Sky Shares during the Review Period ranged from approximately 9.7 million to 77.8 million shares, representing approximately 2.4% to 19.3% of the aggregate number of Blue Sky Shares held by the Company upon the proposed Exercise of the CB II. The total monthly trading volume of Blue Sky Shares during the Review Period (excluding September 2015 and October 2016 for incomplete monthly record) ranged from approximately 495.8 million to 1,555.2 million shares, representing approximately 123.2% to 386.5% of the aggregate number of Blue Sky Shares held by the Company upon the proposed Exercise of the CB II. In view of the above, we consider that the overall liquidity of Blue Sky Shares were relatively sufficient as compared to the aggregate amount of the Blue Sky Shares held by the Company during the Review Period. We consider that the liquidity of the trading of Blue Sky Shares in Stock Exchange is sufficient to support the potential disposal 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 may dispose of the Conversion Shares if there is any potential capital gain from the appreciation of 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 Blue Sky Shares represented a premium of the Conversion Price during the Review Period; (ii) the trading volume during the Review Period is sufficient to support the disposal of the Conversion Shares; and (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 of the CB II, we are of the view that the proposed Exercise of the CB II 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 Blue Sky Shares represented a slight discount to the Conversion Price on certain days during the Review Period due to, among others, the negative market sentiment of the stock market of Hong Kong on 28 July 2016 as discussed above. 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 of the CB II and 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.

– 27 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

5. Reasons of and benefits for the proposed Exercise of the CB II

Reasons of the proposed Exercise of the CB II

The Group received the Convertible Bonds II after the Disposal Completion II had taken place on 4 July 2016. The Convertible Bonds II carry no interest and are due to mature on the third anniversary of the date of their respective issue date. Having disposed part of the Convertible Bonds II to certain Independent Third Parties as disclosed in the CB II Disposal Announcement and the announcement of the Company dated 19 September 2016, the Board holds the view that it is an appropriate time for the Company to exercise the conversion rights attaching to the remaining portion of the Convertible Bonds II.

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

Given that (i) the conversion of either parts of or all of the remaining portion of the Convertible Bonds II will constitute notifiable and/or connected transactions of the Company; and (ii) the current price of Blue Sky Shares represented a premium to the Conversion Price, the delay in the disposal of the Conversion Shares as a result of complying with relevant regulatory and shareholders’ 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 of the CB II, 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.

Expected use of proceeds from the potential disposal of the Conversion Shares

As disclosed in this circular, the Company does not have any planned timeline for the disposal of the Conversion Shares from the Exercise of the CB II. The Company expected that the proceeds from such disposal will be used as general working capital of the Company and for acquisition(s) if and when suitable opportunities arise.

– 28 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As disclosed in the 2016 interim report of the Company, the balance of cash and cash equivalents and trade and other payables were amounted to approximately HK$15.6 million and HK$29.3 million as at 30 June 2016, respectively. As disclosed in the announcement of the Company dated 20 July 2016, the subscription of 2,910,000,000 new Shares by a substantial Shareholder was completed, where approximately 8.03% of the net proceeds, representing approximately HK$35.9 million, was intended to be used as general working capital as disclosed in the circular of the Company dated 28 June 2016. Therefore the Company may require to maintain a higher cash balance to better manage its financing needs. The proceed from the potential disposal of the Conversion Shares may provide the Company (i) the flexibility on managing its cashflow; and (ii) the capability to capture any capital rising and/or prospective investment opportunity as and when it arises. As such, we are of the view that the Company’s expected use of proceed from the potential disposal of the Conversion Shares is fair and reasonable.

Risk of holding Blue Sky Shares

Upon the Exercise of the CB II, the number of Blue Sky Shares held by the Group will increase and the Group would be exposed to risks associated with the fluctuations in the price of Blue Sky Shares due to factors beyond the Group’s control, including changes in the Hong Kong stock market conditions and the global economic and political conditions. In the event the share price of Blue Sky Shares fall below the Conversion Price, the Company may suffer unrealised loss.

As discussed under the section headed “Information on Blue Sky” above, profit attributable to owners of Blue Sky was recorded for the year ended 31 December 2015 and the six months ended 30 June 2016 in contrast to the loss attributable to owners of Blue Sky in 2014, and Blue Sky may be further benefited from the improvement of the development of the natural gas industry in the PRC. As discussed under the section headed “Comparison with historical prices of Blue Sky Shares and analysis of liquidity of Blue Sky Shares” above, we noted that (i) the average price of Blue Sky Shares represented a premium of the Conversion Price during the Review Period; and (ii) the trading volume during the Review Period is sufficient to support the disposal of the Conversion Shares.

Based on the above factors, we are of the view that the risk of the share price of Blue Sky Shares falling below the Conversion Price in the near future is possible but relatively low. As such, the proposed Exercise of the CB II at the Conversion Price is fair and reasonable.

– 29 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Other alternative plans on the remaining portion of the Convertible Bond II

The Company had considered the following alternative plans on the remaining portion of the Convertible Bonds II other than the proposed Exercise of the CB II.

(i) Disposal of the remaining portion of Convertible Bond II

The management of the Company advised that they had at its best effort to locate independent third parties to dispose of certain of the Convertible Bond II as disclosed in the CB II Disposal Announcements and the announcement of the Company dated 19 September 2016. However, due to the attribute of the nil interest of the Convertible Bonds II prior to its maturity date, the Company encountered difficulties to locate potential purchasers for the remaining portion of the Convertible Bonds II at a reasonable discount to the market price of Blue Sky Shares.

(ii) Holding the Convertible Bond II to maturity

With reference to the Circular, (1) the Convertible Bonds II carry no interest; (2) the Company does not have the right of early redemption of all or part of the Convertible Bonds II prior to its maturity; and (3) Blue Sky shall not be entitled to redeem all or part of the outstanding Convertible Bonds II prior to its maturity. As such, the Company will not generate any revenue and cash inflow from holding the Convertible Bonds II prior to its maturity or from early redemption of all or part of the remaining portion of the Convertible Bonds II.

The proposed Exercise of the CB II will provide the Company with the flexibility in managing its cashflow and capture any potential gain when it arises. Taking into account the above alternatives and the risk of holding Blue Sky Shares is relatively low as discussed under the section headed “Risk of holding Blue Sky Shares” above, we are of the view that the proposed Exercise of the CB II to hold the Blue Sky Shares is in the interest of the Company and its Shareholders as a whole.

Our view on the proposed Exercise of the CB II

Having considered that:

(i) the Convertible Bonds II carry no interest and the Company will not generate any revenue and cash inflow from holding the Convertible Bonds II prior to its maturity;

– 30 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(ii) with reference to the Circular, (1) the Company does not have the right of early redemption of all or part of the Convertible Bonds II prior to its maturity; and (2) Blue Sky shall not be entitled to redeem all or part of the outstanding Convertible Bonds II 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 remaining portion of the Convertible Bonds II;
(iii) the revenue from continuing operations of Blue Sky had been improved for the year ended 31 December 2015 and the six months ended 30 June 2016, and Blue Sky may be further benefited from the improvement of the development of the natural gas industry in the PRC;
(iv) Blue Sky Shares are listed on the main board of the Stock Exchange. Upon the proposed Exercise of the CB II, the Company’s holdings in the Conversion Shares can be realised swiftly in the future with the liquidity and marketability of Blue Sky Shares;
(v) upon the Exercise of the CB II, the Company may 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 of the CB II provides flexibility to the Company on managing its cashflow;
(vi) it would allow flexibility if the Company obtains prior approval of the proposed Exercise of the CB II after taking into account the potential time needed for complying with the relevant regulatory and shareholders’ approval procedure; and
(vii) the Company had at its best effort to locate independent third parties to dispose of certain of the Convertible Bond II as disclosed in the CB II Disposal Announcements and the announcement of the Company dated 19 September 2016, and considered other alternative plans on the remaining portion of the Convertible Bonds II but were not optimal as compared to the proposed Exercise of the CB II,

we concur with the view of the Directors that the proposed Exercise of the CB II is fair and reasonable and in the interests of the Shareholders as a whole.

– 31 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

6. Financial implication of the proposed Exercise of the CB II

Through the proposed Exercise of the CB II, 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 of the CB II.

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

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 of the CB II. Under no circumstances should the inclusion of the above implication be regarded as a representation, warranty or 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 of the CB II, 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 of the CB II are in the interests of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend the Shareholders, and we also recommend the Shareholders, to agree with the decision of Max Sun Enterprises Limited, the controlling shareholder of the Company, to approve the proposed Exercise of the CB II.

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’ AND CHIEF EXECUTIVE’S INTERESTS

As at the Latest Practicable Date, none of the Directors or chief executives of the Company had any interests or short positions 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), which, (a) were required to be notified to the Company and the Stock Exchange pursuant to provisions of Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which the Directors have taken or deemed to have under such provisions of the SFO); or (b) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) were required, pursuant to the Model Code to be notified to the Company and the Stock Exchange.

3. SUBSTANTIAL SHAREHOLDERS’ INTERESTS

As at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company, the following person (other than Directors and chief executives of the Company) had interests or short positions in the Shares or underlying Shares of the Company 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 which were required to be recorded in the register of the Company required to be kept under section 336 of the SFO were as follows:

			Number of	Total	Approximate
		Number of	underlying	interests	percentage of
Name of Shareholders	Capacity	Shares held	Shares held	held	interests held
Max Sun Enterprises Limited	Beneficially owned	3,516,537,544	122,093,023	3,638,630,567	67.25%
(note (i))
Chow Tai Fook Nominee Limited	Interests in a controlled	3,516,537,544	122,093,023	3,638,630,567	67.25%
(note (ii))	corporation
Chow Tai Fook (Holding) Limited	Interests in a controlled	3,516,537,544	122,093,023	3,638,630,567	67.25%
(note (iii))	corporation
Chow Tai Fook Capital Limited	Interests in a controlled	3,516,537,544	122,093,023	3,638,630,567	67.25%
(note (iv))	corporation
Cheng Yu Tung Family	Interests in a controlled	3,516,537,544	122,093,023	3,638,630,567	67.25%
(Holdings) Limited (note (v))	corporation
Cheng Yu Tung Family	Interests in a controlled	3,516,537,544	122,093,023	3,638,630,567	67.25%
(Holdings II) Limited (note (vi))	corporation

– 33 –

GENERAL INFORMATION

APPENDIX

Notes:

(i) The entired issued share capital of Max Sun Enterprises Limited is legally and beneficially owned by Chow Tai Fook Nominee Limited.
(ii) Chow Tai Fook Nominee Limited holds 100% direct interest in Max Sun Enterprises Limited and is accordingly deemed to have an interest in the shares held by Max Sun Enterprises Limited.
(iii) Chow Tai Fook (Holding) Limited holds 99.8% direct interest in Chow Tai Fook Nominee Limited and is accordingly deemed to have an interest in the shares deemed to be interested by Chow Tai Fook Nominee Limited.
(iv) Chow Tai Fook Capital Limited holds 78.58% direct interest in Chow Tai Fook (Holding) Limited and is accordingly deemed to have an interest in the shares deemed to be interested by Chow Tai Fook (Holding) Limited.
(v) Cheng Yu Tung Family (Holdings) Limited holds 48.98% direct interest in Chow Tai Fook Capital Limited and is accordingly deemed to have an interest in the shares deemed to be interested by Chow Tai Fook Capital Limited.
(vi) Cheng Yu Tung Family (Holdings II) Limited holds 46.65% direct interest in Chow Tai Fook Capital Limited and is accordingly deemed to have an interest in the shares deemed to be interested by Chow Tai Fook Capital Limited.
(vii) Dr. Cheng Kar Shun, Henry, Mr. Cheng Kar Shing, Peter, Ms. Sun Cheng Lai Ha, Cecilia and Ms. Doo Cheng Sau Ha, Amy collectively hold a controlling interest in each of Cheng Yu Tung Family (Holdings) Limited and Cheng Yu Tung Family (Holdings II) Limited.

Save as disclosed above, as at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company, there was no other person, other than the Directors and chief executives of the Company and (in the case of the other members of the Group) other than the Company, who had an interest or short position in the Shares or underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or which were, directly or indirectly, interested in 10% 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 member of the Group.

Further, as at the Latest Practicable Date, none of the Directors or proposed Directors was a director or employee of a company which had an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered or was proposing to enter into a service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

– 34 –

GENERAL INFORMATION

APPENDIX

5. INTEREST IN ASSETS, CONTRACTS OR ARRANGEMENT

As disclosed in the Circular, Shine Great and Goldlink entered into the Subscription Agreement on 7 October 2014, pursuant to which a total of 1,453,790 subscription shares of Shine Great representing approximately 14.54% of the enlarged issued share capital of 10,000,000 shares shall be subscribed by Goldlink at a cash consideration of HK$37,800,000.

As disclosed in the Circular and the section headed “E. Background information on Transaction I and Transaction II” in the letter from the Board contained in this circular, Total Belief and Goldlink entered into the Sales and Purchase Agreement in respect of the Transaction I and Transaction II.

As at the Latest Practicable Date, Mr. Cheng Ming Kit, an executive Director, who was also an executive director and chairman of Blue Sky, was interested in approximately 1,031,291,256 shares of Blue Sky (representing approximately 11.97% of the issued share capital of Blue Sky) according to publicly available information. Accordingly, Mr. Cheng Ming Kit was considered materially interested in the transactions contemplated under the Subscription Agreement and the Sales and Purchase Agreement.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which had been acquired, disposed of by or leased to, or which were proposed to be acquired, disposed of by or leased to, any member of the Group since 31 December 2015 (being the date to which the latest published audited accounts of the Company were made up).

Save for the Subscription Agreement and the Sales and Purchase Agreement and the transactions contemplated thereunder, as at the Latest Practicable Date, there was no contract or arrangement in which any Director was materially interested and which was significant in relation to the business of the Group.

6. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors 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. QUALIFICATION AND CONSENT OF EXPERT

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

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

– 35 –

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 2015, the date to which the latest published audited consolidated financial statements of the Group were made up.

8. MATERIAL ADVERSE CHANGE

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 2015, being the date to which the latest published audited consolidated financial statements of the Company were made up.

9. GENERAL

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

10. 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 25 October 2016:

(a) the memorandum of association and the bye-laws of the Company;
(b) the letter from the Board, the text of which is set out on pages 6 to 13 of this circular;
(c) the letter from the Independent Board Committee, the text of which is set out on pages 14 to 15 of this circular;
(d) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Shareholders, the text of which is set out on pages 16 to 32 of this circular;
(e) the written consent referred to in the paragraph headed “Qualification and Consent of Expert” in this appendix;
(f) the Sales and Purchase Agreement; and
(g) the Subscription Agreement.

– 36 –

AI assistant

GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2016

49098_rns_2016-10-07_7c497bfd-d5f2-4c4b-9794-2ae11fbd136b.pdf

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

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

Independent Financial Adviser to

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

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

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

A. BACKGROUND

LETTER FROM THE BOARD

B. PROPOSED EXERCISE OF THE CB II

The Convertible Bonds II

LETTER FROM THE BOARD

Conversion Price and basis of determination of Conversion Price

Shareholding of the Group in Blue Sky upon the Exercise of the CB II

LETTER FROM THE BOARD

Reasons for and benefits of the Exercise of the CB II

LETTER FROM THE BOARD

C. INFORMATION ON THE GROUP

LETTER FROM THE BOARD

D. INFORMATION ON BLUE SKY

E. BACKGROUND INFORMATION ON TRANSACTION I AND TRANSACTION II

LETTER FROM THE BOARD

F. LISTING RULES IMPLICATIONS

LETTER FROM THE BOARD

G. INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

H. ADDITIONAL INFORMATION

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

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

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Yours faithfully,

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

INTRODUCTION

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR OPINION

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Information on 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 of the CB II

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Conversion Price

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Historical price performance of Blue Sky Shares

Liquidity of Blue Sky Shares

5. Reasons of and benefits for the proposed Exercise of the CB II

Reasons of the proposed Exercise of the CB II

Expected use of proceeds from the potential disposal of the Conversion Shares

Risk of holding Blue Sky Shares

Other alternative plans on the remaining portion of the Convertible Bond II

(i) Disposal of the remaining portion of Convertible Bond II

(ii) Holding the Convertible Bond II to maturity

Our view on the proposed Exercise of the CB II

6. Financial implication of the proposed Exercise of the CB II

RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. DIRECTORS’ AND CHIEF EXECUTIVE’S INTERESTS

3. SUBSTANTIAL SHAREHOLDERS’ INTERESTS

APPENDIX

4. DIRECTORS’ SERVICE CONTRACTS

5. INTEREST IN ASSETS, CONTRACTS OR ARRANGEMENT

6. COMPETING INTERESTS

7. QUALIFICATION AND CONSENT OF EXPERT

8. MATERIAL ADVERSE CHANGE

9. GENERAL

10. DOCUMENTS AVAILABLE FOR INSPECTION

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GoFintech Quantum Innovation Limited Proxy Solicitation & Information Statement 2016