GoFintech Quantum Innovation Limited — Capital/Financing Update 2012

Sep 13, 2012

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

This announcement is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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

(incorporated in Bermuda with limited liability)

(Stock Code: 00166)

DISCLOSEABLE TRANSACTION

IN RELATION TO THE ACQUISITION OF

THE ENTIRE ISSUED SHARE CAPITAL OF GOLDEN GIANTS LIMITED INVOLVING A PROPOSED ISSUE OF CONVERTIBLE NOTES UNDER THE GENERAL MANDATE

THE SALE AND PURCHASE AGREEMENT

The Board is pleased to announce that on 13 September 2012, the Purchaser and the Vendor entered into the Sale and Purchase Agreement, pursuant to which the Purchaser conditionally agreed to acquire and the Vendor conditionally agreed to sell the Sale Share, representing the entire issued share capital of the Target Company at the Consideration of HK$54,475,000.00. The Target Company has contracted to acquire the commercial interests in the Property and the Right. The Consideration shall be satisfied by the Purchaser as to (i) HK$38,475,000.00 by way of issue of the Convertible Notes to the Vendor and/or its nominee(s) upon Completion; and (ii) HK$16,000,000.00 by way of issue of the Promissory Notes to the Vendor and/or its nominee(s) upon Completion.

LISTING RULES IMPLICATIONS

As the relevant percentage ratio calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Acquisition exceed 5% but are less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

• For identification purpose only

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The Directors intended that the Convertible Notes will be issued under the general mandate refreshed and granted to the Directors at the SGM of the Company held on 29 August 2012, under which the maximum number of Shares which may be allotted and issued under the general mandate is 114,492,417 Shares. Application will be made by the Company to the Stock Exchange for the approval for the listing of, and permission to deal in, the Conversion Shares to be allotted and issued upon exercise of the conversion rights under the Convertible Notes.

On 13 September 2012, the Purchaser and the Vendor entered into the Sale and Purchase Agreement, details of which are set out below in this announcement.

THE SALE AND PURCHASE AGREEMENT

Date: 13 September 2012

Parties:

Vendor: Yiu Wing Hei Purchaser: Clear Elite Holdings Limited

The Purchaser is a wholly-owned subsidiary of the Company incorporated in the BVI with limited liability and is an investment holding company. The Vendor is the sole legal and beneficial owner of the entire issued share capital of the Target Company. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Vendor is an Independent Third Party.

The Sale and Purchase Agreement does not provide for any of the Vendor’s and its associates’ representatives to be appointed as a Director. The Company confirmed that as at the date of this announcement, it has no intention to appoint any of the Vendor’s and its associates’ representatives as a Director upon Completion.

Assets to be acquired

Pursuant to the Sale and Purchase Agreement, the Purchaser conditionally agreed to acquire, and the Vendor conditionally agreed to sell the Sale Share, representing the entire issued share capital of the Target Company, at a total consideration of HK$54,475,000.00. The Target Company is an investment holding company incorporated in the BVI with limited liability which has contracted to acquire the commercial interests in the Property and the Rights.

Consideration

The Consideration of HK$54,475,000.00 shall be satisfied in the following manner:

• (i) HK$38,475,000.00 shall be satisfied by way of the issue of the Convertible Notes by the Company to the Vendor and/or its nominee(s) upon Completion; and

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• (ii) HK$16,000,000.00 shall be satisfied by way of the issue of the Promissory Notes by the Company to the Vendor and/or its nominee(s) upon Completion.

The Consideration has been determined after arm’s length negotiations among the parties to the Sale and Purchase Agreement, having taken into account, among other things, the expected valuation of the Property and the Right not less than the Consideration payable by the Company.

Conditions precedent

Completion is subject to the following conditions being fulfilled or waived (as the case may be):

Conditions precedent to Completion

Completion is subject to the following conditions precedent being fulfilled:

• (i) The Company matters:

• a. the Company having obtained (where and to the extent required) the approval by the Shareholders of the Sale and Purchase Agreement and the transactions contemplated thereunder (including but not limited to (i) the purchase of the Sale Share, (ii) the issue of the Convertible Notes to the Vendor and/or its nominee(s), (iii) the allotment and issue of the Conversion Shares upon the exercise of the conversion rights under the Convertible Notes as required by the Listing Rules and (iv) the issue of the Promissory Notes in favour of the Vendor and/or its nominee(s);

• b. the Company having complied to the satisfaction of the Stock Exchange and where applicable, the SFC with all applicable requirements under the Listing Rules and, where applicable, the Takeovers Code in relation to the issue of the Convertible Notes and the allotment and issue of the Conversion Shares upon the exercise of the conversion rights under the Convertible Notes and other transactions contemplated herein;

• c. the Shares remaining listed and traded on the Main Board of the Stock Exchange at all times from the date of the Sale and Purchase Agreement up to (and including) Completion, save for any temporary suspension not exceeding twelve consecutive business days (as defined in the Listing Rules), or such longer period as may be required by the SFC or the Stock Exchange in connection with the review and approval of the documents relating to the Sale and Purchase Agreement by the SFC or the Stock Exchange prior to their release or publication, and no indication being received prior to Completion from the SFC or the Stock Exchange to the effect that the listing of the Shares on the Main Board of the Stock Exchange shall or may be withdrawn or objected to;

• d. the Company having obtained any necessary waiver, consent, approval, licence, authorization, permission, order and exemption (if required) from the relevant governmental or regulatory authorities or other third parties which are necessary in connection with the execution and performance of the Sale and Purchase

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Agreement and any of the transactions contemplated under the Sale and Purchase Agreement, including but not limited to (where required) the Bermuda Monetary Authority granting its permission to the issue of the Convertible Notes, the allotment and issue of the Conversion Shares upon the exercise of the conversion rights under the Convertible Notes and the issue of the Promissory Notes;

• e. the Listing Committee of the Stock Exchange having granted the listing of and permission to deal in the Conversion Shares (in each case, either unconditionally or subject only to conditions which the Vendor have no reasonable objection) approved, where required, the issuance of the Convertible Notes;

• (ii) the Completion Accounts showing as at three Business Days immediately prior to the Completion Date the Target Company has a positive net asset value;

• (iii) the Vendor having delivered to the Purchaser a legal opinion at the cost of the Vendor in a form and substance acceptable to the Purchaser prepared by a legal adviser practising the laws of the BVI acceptable to the Purchaser confirming the Vendor’s interest in the Sale Share and the due existence and good standing of the Target Company;

• (iv) the Purchaser having obtained a legal opinion at the cost of the Purchaser in a form and substance acceptable to the Purchaser prepared by a legal adviser practising the laws of the United States acceptable to the Purchaser confirming (i) the legality, validity and enforceability of the Target Company’s interest in the Property and (ii) the legality, validity and enforceability of the Right;

• (v) the Purchaser having obtained a technical report at the cost of the Purchaser in a form and substance acceptable to the Company having been prepared and issued by a firm of independent technical consultants showing the total crude oil and natural gas reserves in the 30 well bores located in relation to the Property; and

• (vii) the Vendor’s warranties being true and accurate in all respects and not misleading.

The Purchaser may waive in writing all or any of the above conditions precedent, save for conditions set out in (i) above. If any of the above conditions has not been fulfilled or waived (to the extent they are capable of being waived) on or before the Long Stop Date, the Sale and Purchase Agreement shall be terminated and neither party to the Sale and Purchase Agreement shall have any claims whatsoever against the other in connection therewith (save for any antecedent breach) and the provisions of the Sale and Purchase Agreement shall become null and void.

Completion

Subject to the satisfaction or waiver (as the case may be) of the conditions precedent as described above, Completion shall take place at 6:00 p.m. (Hong Kong time) on Completion Date at the principal place of business of the Purchaser in Hong Kong or such other place and time as shall be agreed by the parties to the Sale and Purchase Agreement in writing.

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Upon Completion, the Target Company will become an indirect wholly-owned subsidiary of the Company and the financial results of the Target Company will be consolidated into the financial statements of the Group.

Convertible Notes

The principal terms of the Convertible Notes are summarised below:

Issuer: The Company Principal amount: HK$38,475,000.00 Denomination: In the denomination of HK$5,000,000.00 each (save for the Convertible Note to be issued in the denomination of HK$3,475,000.00) Interest: Non-interest bearing (unless payment of the full outstanding principal amount in respect of the Convertible Note due is improperly withheld or refused or unless default is otherwise made in respect of any such payment, then an interest of 3% per annum over the full outstanding principal amount in respect of the Convertible Note will accrue from the day immediately after maturity date up to the date of actual payment (both dates inclusive) of the full outstanding amount (both before and after judgment)) Maturity date: Two years from the date of issue Security: Unsecured Conversion Shares: Based on the initial Conversion Price of HK$0.90 per Conversion Share, the Convertible Notes are convertible into 42,750,000 Conversion Shares, which represent approximately (i) 7.47% of the existing issued share capital of the Company; and (ii) 6.95% of the issued share capital of the Company as enlarged by the allotment and issue of the Conversion Shares upon full conversion of the Convertible Notes at the Conversion Price. Ranking: The Conversion Shares will rank pari passu in all respects with all the Shares in issue at the date on which the conversion rights attaching to the Convertible Notes are exercised.

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Conversion right:

Conversion restriction:

• Conversion Price and adjustments:

• Conversion period:

Redemption:

The holder of the Convertible Notes will have the right to convert the whole but not part of the principal amount of each of the Convertible Notes into Conversion Shares at any time and from time to time, from the date of the issue of the Convertible Notes and up to and inclusive of the maturity date, during which the Convertible Note remains outstanding.

• The holder of the Convertible Notes shall not have the right to convert the whole or part of the principal amount of the Convertible Notes into Shares to the extent that immediately after such conversion, (i) the holder of the Convertible Notes together with parties acting in concert with it or deemed to be so with it, taken together will, directly and indirectly, control or be interested in 20% or more of the voting rights of the Company or such other percentage specified in the Takeovers Code which the holder of the Convertible Notes and/or parties acting in concert with it would be obliged to make a general offer or be deemed to be an ‘‘Associated company’’ as defined under the Takeovers Code or deemed to be acting in concert under Takeovers Code in force from time to time whichever shall be the lowest; or (ii) there will not be sufficient public float of the Shares as required under the Listing Rules.

• HK$0.90 per Conversion Share, subject to anti-dilutive adjustments upon the occurrence of, among others, subdivision or consolidation or reclassification of Shares, capitalization of profits or reserves, capital distribution, rights issues or grant of options, warrants or other rights to subscribe for Shares, issue of Shares or convertible or exchangeable securities or modification of rights attaching thereto at less than a certain rate of the then current market price of the Shares.

• Two years

Unless conversion notice shall have previously been given by the holder of the Convertible Notes to the Company or unless there occurs any Event of Default (as defined below), the Company shall redeem the entire outstanding Convertible Notes which shall be equal to the principal amount of the outstanding Convertible Note on the Maturity Date.

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Events of Default:

• (a) If any of the following events occurs, the holder of the Convertible Note may give notice to the Company that the Convertible Note, on the giving of such notice, is immediately due and payable at its principal amount then outstanding:

• (i) the Shares (as a class) cease to be listed on the Main Board of the Stock Exchange or any other international stock exchange;

• (ii) the Company materially defaults in performance or compliance with any of its obligations contained in the conditions of the Convertible Notes;

• (iii) an encumbrancer takes possession or a receiver, manager or other similar officer is appointed of the whole or any material part of the undertaking, property, assets or revenues of the Company or any of its major subsidiaries;

• (iv) the Company or any of its major subsidiaries becomes insolvent or is unable to pay its debts as they mature or applies for or consents to the appointment of any administrator, liquidator or receiver of the whole or any material part of its undertaking, property, assets or revenues or enters into a general assignment or compromise with or for the benefit of its creditors;

• (v) an order is made or an effective resolution passed for winding-up of the Company or any of its major subsidiaries;

• (vi) the Company defaults in the payment of the principal of the Convertible Note when and as the same ought to be paid and such default is not remedied by the Company within five Business Days of the due date thereof; or

• (vii) if there is not a sufficient number of Shares available for the fulfilment of the obligations regarding the conversion of the Convertible Note.

• (b) The Company shall notify promptly to the holder(s) of the Convertible Note(s) in writing immediately upon becoming aware of any Event of Default or any matter, event or circumstance (including any omission to act) which may give rise to a Event of Default.

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Listing:

No application will be made for the listing of the Convertible Notes on the Stock Exchange or any other stock exchange. Application will be made by the Company to the Stock Exchange for the approval of the listing and permission to deal in the Conversion Shares.

Transferability:

The Convertible Notes may be assigned or transferred with the prior consent of the Company (whose consent shall not be unreasonably withheld or delayed) and (if required) that of Stock Exchange, to any party, and the Company shall use all reasonable endeavours to facilitate any such assignment or transfer of the Convertible Notes, including making any necessary applications to the Stock Exchange for approval (if required). Transfer of the Convertible Notes shall be subject to the other provisions herein provided that the whole principal amount of each Convertible Note (but not part only) may be assigned and transferred.

Voting:

The Convertible Notes shall not carry any voting rights

The initial Conversion Price of HK$0.90 per Conversion Share represents:

• (i) a premium of 2.27% to the closing price of HK$0.88 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (ii) a premium of 4.65% to the average of the closing price of the Shares as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day of approximately HK$0.86 per Share;

• (iii) a premium of 3.57% to the average of the closing price of the Shares as quoted on the Stock Exchange for the last ten consecutive trading days up to and including the Last Trading Day of approximately HK$0.869 per Share; and

• (iv) a discount of 88.98% to the audited consolidated net asset value per Share attributable to the Shareholders of approximately HK$8.17 as at 31 December 2011.

The Conversion Price of HK$0.90 per Conversion Share was determined after arm’s length negotiations between the Company and the Vendor with reference to the prevailing market prices of the Shares. The Directors consider that the Conversion Price is fair and reasonable.

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Promissory Notes

The principal terms of the Promissory Notes are summarised below:

Issuer: The Company Principal amount: HK$16,000,000.00 Interest: No interest Maturity: 13 months Security: Unsecured Repayment: The Company is entitled to repay any outstanding amount of the principal amount under any Promissory Note prior to the maturity date Transferability: Assignable with seven days’ advance written notice Issue date: the Completion Date

It is expected that the Promissory Notes will be repaid from the Group’s internal resources and/or funds raised through equity and/or debt financing.

INFORMATION ON THE TARGET COMPANY

Target Company

Target Company is an investment holding company incorporated in the BVI with limited liability with an issued share capital of US$1 as at the date of the Sale and Purchase Agreement. The Target Company has contracted to acquire the commercial interests in the Property and the Right. Further details of the Property and the Right are set out in the paragraph headed ‘‘Information on the Property and the Right’’ below.

Financial information of the Target Company

Based on the unaudited financial statements provided by the Vendor, Target Company did not undergo any business activities. It recorded a net asset value of HK$10,487,000 as at 31 August 2012 as prepared in accordance with the Hong Kong Financial Reporting Standards.

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INFORMATION ON THE PROPERTY AND THE RIGHT

The Property

Based on the information provided by the Vendor, to the best knowledge of the Directors, the Property to be acquired by the Target Company is a 75% working interest in those 80% net revenue interest of 30 well bores and 2,300 acres of tribal and fee land immediately covering and surrounding the said 30 well bores located in the Unita Basin Well of the State of Utah in the United States.

The Right

Based on the information provided by the Vendor, to the best knowledge of the Directors, the Right to be acquired by the Target Company is the right to lease, explore, exploit and develop the option acreage of prospective oil and gas leases adjacent to the 30 well bores and the 2,300 acres of tribal and fee land in relation to the Property.

REASONS FOR AND BENEFITS OF THE ACQUISITION

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.

The Company intends to further enhance its investment portfolio in the energy and natural resources related business and therefore intends to acquire the commercial interests in the Property and the Right through the acquisition of the Target Company from the Purchaser. The Group will also continue to conduct due diligence exercise on the Property and the Right which will include technical, legal and financial due diligence.

In view of the above, the Board considers that the terms and conditions of the Sale and Purchase Agreement are fair and reasonable and the Acquisition is in the interest of the Company and the Shareholders as a whole.

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FUND RAISING ACTIVITY BY THE COMPANY IN THE PAST TWELVE MONTHS

The following are the equity fund raising activities conducted by the Group in the past twelve months immediately preceding the date of this announcement:

				Actual use of
Date of initial		Net proceeds	Intended use	proceeds
announcement	Fund raising activity	(Approximately)	of proceeds	(Approximately)
29 May 2012	Subscription of	HK$1,700,000	For general working capital	Not yet utilized
	unlisted warrants
	under specific
	mandate
20 January 2012	Placing of new Shares	HK$47,200,000	For the payment of	For the payment of
	under general		exploration works in	exploration works
	mandate		Argentina, to finance	in Argentina, to
			potential new projects and	finance potential
			future investment	new projects and
			opportunities	future investment
				opportunities

Save as disclosed above, the Company has not conducted any other fund raising activities in the past twelve months before the date of this announcement.

SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below is the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after the allotment and issue of the Conversion Shares, assuming there is no other changes in the shareholding structure of the Company after the date of this announcement:

Substantial Shareholder Max Sun Enterprises Limited (Note 1) Directors’ Interests Mr. Cheng Ming Kit (Note 2) Mr. Fung Siu To, Clement (Note 2) Existing Public Shareholders The Vendor Other Shareholders Total	As at the date of this announcement Number of Shares Approximate % 66,030,276 11.54% 1,000 0.0002% 30,000 0.0052% — — 506,400,811 88.46% 572,462,087 100.00%	Immediately after full exercise of the conversion rights under the Convertible Notes Number of Shares Approximate % 66,030,276 10.74% 1,000 0.0002% 30,000 0.0049% 42,750,000 6.95% 506,400,811 82.31% 615,212,087 100.00%	Immediately after full exercise of the conversion rights under the Convertible Notes assuming full exercise of all subscription rights attaching to the Warrants Number of Shares Approximate % 166,030,276 23.21% 1,000 0.0001% 30,000 0.0042% 42,750,000 5.98% 506,400,811 70.81% 715,212,087 100.00%	Immediately after full exercise of the conversion rights under the Convertible Notes assuming full exercise of all subscription rights attaching to the Warrants Number of Shares Approximate % 166,030,276 23.21% 1,000 0.0001% 30,000 0.0042% 42,750,000 5.98% 506,400,811 70.81% 715,212,087 100.00%
				100.00%

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Note:

1. Max Sun Enterprises Limited is a wholly-owned subsidiary of Chow Tai Fook Nominee Limited, which is in turn controlled by Dato’ Dr. Cheng Yu Tung. As such, Chow Tai Fook Nominee Limited and Dato’ Dr. Cheng Yu-Tung were deemed to have interest in the shares held by Max Sun Enterprises Limited for the purposes of Securities and Futures Ordinance.

2. Mr. Cheng Ming Kit is an executive Director and Mr. Fung Siu To, Clement is an independent nonexecutive Director.

LISTING RULES IMPLICATIONS

As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Acquisition exceed 5% but are less than 25%, the Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

The Directors intended that the Convertible Notes will be issued under the general mandate refreshed and granted to the Directors at the SGM of the Company held on 29 August 2012, under which the maximum number of Shares which may be allotted and issued under the general mandate is 114,492,417 Shares. Application will be made by the Company to the Stock Exchange for the approval for the listing of, and permission to deal in, the Conversion Shares to be allotted and issued upon exercise of the conversion rights under the Convertible Notes.

DEFINITIONS

In this announcement, the following terms have the following meanings:

• ‘‘Acquisition’’ the proposed acquisition of the Sale Share by the Purchaser from the Vendor pursuant to the terms and conditions of the Sale and Purchase Agreement

‘‘Business Day’’ a day (other than Saturday, Sunday or public holidays) on which banks are generally open for business in Hong Kong and Business Days shall be construed accordingly

• ‘‘BVI’’ British Virgin Islands

• ‘‘Company’’ New Times Energy Corporation Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange (stock code: 166)

• ‘‘Completion’’ the completion of the sale and purchase of the Sale Share

• ‘‘Completion Accounts’’ the unaudited consolidated profit and loss account and balance sheet of the Target Company for the period from the date of its incorporation to the date which is three Business Days before the Completion Date to be furnished by the Vendor to the Purchaser at or before Completion

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• ‘‘Completion Date’’

• means the date on which Completion shall take place, which shall be the third Business Day after the Vendor being notified by the Purchaser about the satisfaction or waiver (as the case may be) of all the conditions precedent set out under the paragraph headed ‘‘Conditions precedent’’ in this announcement (or such other date as the parties to the Sale and Purchase Agreement may agree in writing)

• ‘‘Consideration’’

• the total consideration in the amount of HK$54,750,000.00 payable by the Purchaser to the Vendor for the Acquisition

• ‘‘controlling shareholder’’

has the meaning ascribed thereto in the Listing Rules

• ‘‘Conversion Price’’

• the initial conversion price of HK$0.90 per Conversion Share for the Convertible Notes

• ‘‘Conversion Shares’’

• the 42,750,000 new Shares to be allotted and issued by the Company upon the exercise in full by the holder(s) of the Convertible Note(s) of the conversion rights thereunder at the Conversion Price

• ‘‘Convertible Notes’’

• the convertible notes to be issued by the Company in favour of the Vendor and/or its nominee(s) in the aggregate principal amount of HK$38,750,000.00 and the term ‘‘Convertible Note’’ shall be construed accordingly

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Hong Kong’’

• the Hong Kong Special Administrative Region of the PRC

• ‘‘Independent Third Party(ies)’’

• third party(ies) who is/are independent of and not connected with the Company and the connected person(s) (as defined in the Listing Rules) of the Company

• ‘‘Last Trading Day’’

• 12 September 2012, being the last trading day of the Shares prior to the date of the Sale and Purchase Agreement

• ‘‘Listing Rules’’

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

• ‘‘Long Stop Date’’

• the date falling on the 6th month from the date of signing of the Sale and Purchase Agreement, or such other date as the Purchaser and the Vendor may agree in writing

• ‘‘PRC’’

• the People’s Republic of China excluding Hong Kong, the Macau Special Administration Region of the PRC and Taiwan for the purpose of this announcement

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• ‘‘Promissory Notes’’

• the two separate promissory notes to be issued by the Company in the principal amount of HK$8,000,000.00 each and in the aggregate amount of HK$16,000,000.00 to the Vendor or its nominee(s)

• ‘‘Property’’

• a 75% working interest in those 80% net revenue interest of 30 well bores and 2,300 acres located on tribal and fee land immediate covering and surrounding the said 30 well bores located in the Unita Basin Well of the State of Utah in the United States

• ‘‘Purchaser’’

• Clear Elite Holdings Limited, a company incorporated in the BVI with limited liability and a wholly-owned subsidiary of the Company

• ‘‘Right’’

• the right to lease, explore, exploit and develop the option acreage of prospective oil and gas leases adjacent to the 30 well bores and the 2,300 acres of tribal and fee land in relation to the Property

• ‘‘Sale and Purchase the agreement dated 13 September 2012 entered into Agreement’’ between the Purchaser and the Vendor in respect of the Acquisition

• ‘‘Sale Share’’

• the one share in the issued share capital of Target Company currently owned by the Vendor representing 100% of the issued share capital of the Target Company as at Completion

• ‘‘SFC’’ the Securities and Futures Commission of Hong Kong

• ‘‘SGM’’

• the special general meeting of the Company held on 29 August 2012 to approve the refreshment of the general mandate granted to the Directors at the annual general meeting of the Company held on 14 May 2012 to allot, issue and deal with Shares of up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such mandate

• ‘‘Share(s)’’ ordinary share(s) of HK$0.5 each in the share capital of the Company

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

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

• ‘‘Takeovers Code’’ Hong Kong Code on Takeovers and Mergers

– 14 –

‘‘Target Company’’ Golden Giants Limited, a company incorporated with limited liability under the laws of the British Virgin Islands on 22 February 2012 with registered office at Akara Bldg., 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands

• ‘‘Vendor’’

Yiu Wing Hei, who is the sole legal and beneficial owner of the entire issued share capital of the Target Company and is an Independent Third Party

• ‘‘Warrants’’

• 100,000,000 unlisted transferable warrants issued by the Company on 29 May 2012 conferring rights entitling its holder(s) to subscribe for up to 100,000,000 new Shares at the initial exercise price of HK$1.05 (subject to adjustment)

• ‘‘HK$’’

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

• ‘‘%’’

• per cent.

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

Hong Kong, 13 September 2012

As at the date of this announcement, the executive directors are Mr. Cheng Kam Chiu, Stewart, Mr. Cheng Ming Kit and Mr. Sun Jiang Tian; non-executive director is Mr. Wong Man Kong, Peter and independent non-executive director are Mr. Chan Chi Yuen, Mr. Fung Siu To, Clement and Mr. Chiu Wai On.

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