New Times Energy : PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in New Times Energy Corporation Limited (the ''Company''), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

NEW TIMES ENERGY CORPORATION LIMITED

新 時 代 能 源 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 00166)

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of the Company to be held at Portion 2, 12/F., The Center, 99 Queen's Road Central, Central, Hong Kong, on Thursday, 3 June 2021 at 11:00 a.m. is set out on pages 18 to 23 of this circular. A form of proxy for use at the AGM is also enclosed herewith. Such form of proxy is also published on the respective websites of the Hong Kong Exchanges and Clearing Limited (www. hkexnews.hk) and the Company (www.nt-energy.com). Whether or not you are able to attend the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than forty- eight (48) hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of the enclosed form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please refer to page 1 of this circular for the measures being taken to prevent and control the spread of the COVID-19 at the Annual General Meeting, including but not limited to:

1. Compulsory body temperature check;
2. Compulsory wearing of surgical face mask;
3. No provision of refreshments or beverages; and
4. No distribution of coupons for subsequent consumption.

Any person who does not comply with the precautionary measures will be denied entry into or be required to leave the Annual General Meeting venue.

In light of the continuing risks posed by the COVID-19 and as part of the Company's control measures to safeguard the health and safety of the Shareholders, the Company strongly encourages the Shareholders to exercise their right to vote at the Annual General Meeting by appointing the chairman of the Annual General Meeting as their proxy and to return their proxy forms by the time specified above, instead of attending the Annual General Meeting in person.

29 April 2021

• For identification purpose only

		CONTENTS
			Page
Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions . .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board
Introduction .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Issue Mandate, Repurchase Mandate and Extension Mandate . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I	-	Explanatory Statement on Repurchase of Shares . . . . . . . . . . . . . . . . . .	9
Appendix II	-	Details of Retiring Directors Proposed for Re-election . . . . . . . . . . . . .	13
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

- i -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

The health of the Shareholders, staff and stakeholders of the Company is of paramount importance to us. To prevent and control the spread of the COVID-19, the Company will implement the following at the Annual General Meeting as part of the control measures to safeguard the health and safety of our attending Shareholders, staff and stakeholders of the Company:

1. Compulsory body temperature checks will be conducted for every attendee at the entrance of the Annual General Meeting venue. Any person who has a body temperature of over 37.4 degrees Celsius or is subject to the mandatory quarantine order imposed by the Hong Kong government will be denied entry into or be required to leave the Annual General Meeting venue.
2. Every attendee must wear a surgical face mask throughout the Annual General Meeting and inside the Annual General Meeting venue. Please note that no masks will be provided at the Annual General Meeting venue and attendees should bring and wear their own masks.
3. No refreshments or beverages will be served.
4. No distribution of coupons for subsequent consumption.

In addition, the Company would like to remind all attending Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. The Company strongly encourages the Shareholders to exercise their right to vote at the Annual General Meeting by appointing the chairman of the Annual General Meeting as their proxy and return the proxy forms to the Company's share registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof (as the case may be).

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the Annual General Meeting arrangements at short notice. The Shareholders should check the websites of the Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.nt-energy.com) for any future announcements and updates on the Annual General Meeting arrangements.

- 1 -

DEFINITIONS

In this circular (other than in the notice of AGM), unless the context otherwise requires, the following expressions shall have the following meanings:

''AGM''	the annual general meeting of the Company to be held at
	Portion 2, 12/F., The Center, 99 Queen's Road Central,
	Central, Hong Kong, on Thursday, 3 June 2021 at
	11:00 a.m. or any adjournment thereof
''Board''	the board of Directors
''Bye-Laws''	the bye-laws of the Company, as amended from time to
	time
''close associate(s)''	has the same meaning ascribed to it under the Listing
	Rules
''Company''	New Times Energy Corporation Limited, a company
	incorporated in Bermuda with limited liability, the Shares
	of which are listed on the main board of the Stock
	Exchange
''connected person(s)''	has the same meaning ascribed thereto under the Listing
	Rules
''controlling shareholder(s)''	has the same meaning ascribed thereto under the Listing
	Rules
''Director(s)''	the director(s) of the Company
''Extension Mandate''	a general and unconditional mandate to the Directors to
	the effect that any Shares repurchased under the
	Repurchase Mandate will be added to the total number of
	Shares which may be allotted and issued under the Issue
	Mandate
''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 PRC

- 2 -

	DEFINITIONS
''Issue Mandate''	the general and unconditional mandate proposed to be
	granted to the Directors to exercise the power of the
	Company to allot, issue and deal with additional Shares
	not exceeding 20% of the total number of Shares in issue
	as at the date of passing of the resolution approving such
	mandate
''Latest Practicable Date''	22 April 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	for inclusion in this circular
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time
''PRC''	the People's Republic of China, which for the purpose of
	this circular, excludes Hong Kong, Macao Special
	Administrative Region of the PRC and Taiwan
''Repurchase Mandate''	the general and unconditional mandate proposed to be
	granted to the Directors to exercise the power of the
	Company to repurchase Shares not exceeding 10% of the
	total number of Shares in issue as at the date of passing of
	the resolution approving such mandate
''SFO''	the Securities and Futures Ordinance of Hong Kong,
	Chapter 571 of the Laws of Hong Kong (as amended,
	supplemented or otherwise modified from time to time)
''Share(s)''	ordinary shares of HK$0.01 each in the issued share
	capital of the Company
''Shareholder(s)''	the registered holder(s) of the Share(s)
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''substantial shareholder(s)''	has the same meaning ascribed thereto under the Listing
	Rules
''Takeovers Code''	the Hong Kong Code on Takeovers and Mergers issued by
	the Securities and Futures Commission of Hong Kong (as
	amended, supplemented or otherwise modified from time
	to time)
''%''	per cent

- 3 -

LETTER FROM THE BOARD

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:	Registered Office:
Mr. CHENG, Kam Chiu Stewart (Chairman)	Clarendon House
Mr. TANG, John Wing Yan (Chief Executive Officer)	2 Church Street
	Hamilton HM 11
Non-executive Director:	Bermuda
Mr. LEE, Chi Hin Jacob
	Head Office and Principal
Independent non-executive Directors:	Place of Business:
Mr. CHIU, Wai On	Room 1402, 14/F
Mr. YUNG, Chun Fai Dickie	New World Tower I
Mr. HUANG, Victor	16-18 Queen's Road Central
	Hong Kong
	29 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES, PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the notice of AGM and information regarding the ordinary resolutions to be proposed at the AGM relating to, among other things, (i) the granting of each of the Issue Mandate, the Repurchase Mandate and the Extension Mandate to the Directors; and (ii) the re-election of retiring Directors.

• For identification purpose only

- 4 -

LETTER FROM THE BOARD

ISSUE MANDATE, REPURCHASE MANDATE AND EXTENSION MANDATE

At the annual general meeting of the Company held on 5 June 2020, ordinary resolutions were passed for the granting of general mandates to the Directors (i) to allot, issue and deal with up to 1,751,776,197 new Shares, representing 20% of the aggregate nominal value of the share capital of the Company in issue as at 5 June 2020; (ii) to repurchase Shares up to a maximum of 10% of the aggregate nominal value of the share capital of the Company in issue as at 5 June 2020; and (iii) to extend the general mandate to increase the number of Shares to be issued and allotted by an additional number representing such number of Shares repurchased.

The above general mandates will lapse at the conclusion of the forthcoming AGM. In order to provide continual flexibility to the Directors, the following resolutions (among other matters) will be proposed at the AGM:

1. to grant the Issue Mandate to the Directors, i.e. to exercise all the powers of the Company to allot, issue and otherwise deal with additional Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of such resolution;
2. to grant the Repurchase Mandate to the Directors, i.e. to exercise all the powers of the Company to repurchase Shares up to a maximum of 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of such resolution; and
3. to grant the Extension Mandate, i.e. to increase the number of Shares to be issued and allotted under the Issue Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.

As at the Latest Practicable Date, the Company had an aggregate of 8,758,880,988 Shares in issue. Subject to the passing of the proposed resolution for the grant of the Issue Mandate and on the basis that no Shares are allotted and issued or repurchased by the Company prior to the AGM, the Company would be allowed under the Issue Mandate (if approved by the Shareholders at the AGM) to issue up to a maximum of 1,751,776,197 Shares.

Further, subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that no Shares are allotted and issued or repurchased by the Company prior to the AGM, the Company would allowed under the Repurchase Mandate (if approved by the Shareholders at the AGM) to repurchase up to a maximum of 875,888,098 Shares.

- 5 -

LETTER FROM THE BOARD

Each of the Issue Mandate and Repurchase Mandate, if approved, will continue in force until the earliest of: (i) the conclusion of the next annual general meeting of the Company following the AGM; or (ii) the end of the period within which the Company is required by the memorandum of association and the Bye-Laws or any other applicable laws of Bermuda; or (iii) the revocation and variation of the authority given under such resolution by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company following the AGM.

Under the Listing Rules, the Company is required to give the Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution for the grant of the Repurchase Mandate to the Directors. The explanatory statement required by the Listing Rules is set out in Appendix I to this circular.

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Pursuant to the bye-law 87(1) of the Bye-Laws,one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation at each annual general meeting of the Company, provided that every Director shall be subject to retirement by rotation at least once every three years. Pursuant to the bye-law 87(2) of the Bye-Laws, a retiring Director shall be eligible for reelection and shall continue to act as a Director throughout the AGM at which he retires. Accordingly, the Directors, Mr. TANG, John Wing Yan and Mr. LEE, Chi Hin Jacob will retire from office by rotation at the AGM and being eligible, offer themselves for re-election at the same meeting.

In addition, Mr. HUANG, Victor (''Mr. Huang'') was newly appointed as an independent non-executive Director in June 2020. In accordance with bye-law 86(2) of the Bye-Laws, Mr. Huang shall hold office only until the AGM and, being eligible, will offer himself for reelection at the AGM.

Biographical details of the retiring Directors proposed for re-election at the AGM are set out in Appendix II to this circular.

Mr. Huang, the independent non-executive Director, who has offered himself for re-election at the AGM has made an annual confirmation of independence to the Company pursuant to rule

3.13 of the Listing Rules. The Nomination Committee of the Company (the ''Nomination Committee'') has assessed the independence of Mr. Huang and considered him meets the independence guideline set out in the Listing Rules. In addition, the Nomination Committee had evaluated his performance and is of the view that he has provided valuable contributions to the Company and has demonstrated his abilities to provide independent, balanced and objective view to the Company's affairs.

- 6 -

LETTER FROM THE BOARD

In proposing re-election of Mr. Huang at the AGM, the Nomination Committee has taken into account the desired criteria stipulated in the Company's nomination procedures for director appointment as well as the diversified objectives under the board diversity policy of the Company (details of which are set out in the Corporate Governance Report in the Company's Annual Report 2020). With the extensive professional accounting, auditing and corporate finance experience of Mr. Huang, the Nomination Committee considers him possessing the knowledge and skills, qualification and professional experience and perspectives that are desirable by the Board to provide independent, balanced and objective view to the Company's affairs and contributing to diversity of the Board.

In view of Nomination Committee's assessment above, the Board considers contribution and support from Mr. Huang to the Board to be invaluable and it is in the best interests of the Company and the Shareholders to re-elect him as a Director of the Company at the AGM.

AGM AND PROXY ARRANGEMENT

The notice of the AGM is set out on pages 18 to 23 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, the grant to the Directors of general mandates to issue new Shares and repurchase Shares, and the re-election of the retiring Directors.

A form of proxy for use by the Shareholders at the AGM is accompanied with this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable and in any event, not less than forty-eight

1. hours before the time appointed for holding the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders to be taken at the AGM shall be taken by poll, except where the Chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, the Chairman of the AGM will demand a poll for all the resolutions to be put forward at the AGM pursuant to bye-law 66 of the Bye-Laws. The Company will appoint scrutineers to handle vote-taking procedures at the AGM.

- 7 -

LETTER FROM THE BOARD

The register of members of the Company will be closed from Monday, 31 May 2021 to Thursday, 3 June 2021, both days inclusive, during which period no transfer of Shares can be registered. In order to qualify for the entitlement to attend and vote at the AGM, all transfer documents, accompanied by the relevant share certificates, must be duly completed and lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on Friday, 28 May 2021.

The results of the poll will be published by way of an announcement on the respective websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.nt-energy.com) as soon as possible after the AGM in accordance with Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Board considers that all the proposed resolutions as set out in the notice of the AGM are in the best interests of the Company and its Shareholders. Accordingly, the Board recommends the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquires, 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 not other matters the omission of which would make any statement herein or this circular misleading.

By Order of the Board

New Times Energy Corporation Limited

CHENG, Kam Chiu Stewart

Chairman

- 8 -

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

The following is the explanatory statement required to be sent to the Shareholders pursuant to Rule 10.06 of the Listing Rules to enable them to make an informed decision on whether to vote for or against the ordinary resolution in relation to the Repurchase Mandate to be proposed at the AGM.

SHARE CAPITAL

As at the Latest Practicable Date, the total number of Shares in issue was 8,758,880,988 Shares. Subject to the passing of the relevant ordinary resolution at the AGM approving the Repurchase Mandate and on the basis that no further Shares will be allotted and issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase up to a maximum of 875,888,098 Shares until the earliest of:

1. the conclusion of the next annual general meeting of the Company following the AGM; or (ii) the end of the period within which the Company is required by the memorandum of association and Bye-Laws of the Company or any other applicable laws of Bermuda; or the revocation and variation of the authority given under such resolution by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company following the AGM.

REASONS FOR REPURCHASES

The Directors believe that the proposed grant of the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. The Repurchase Mandate will give the Company the flexibility to repurchase Shares as and when appropriate. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase Shares in circumstances where they consider that the repurchase would be in the best interest of the Company and the Shareholders as a whole.

FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such repurchase in accordance with the memorandum of association and Bye-Laws of the Company, the Listing Rules, the laws of Bermuda, and other applicable laws. Repurchases pursuant to the Repurchase Mandate will be made out of funds of the Company legally permitted to be utilised in this connection, including the funds of the Company otherwise available for dividend or distribution or the proceeds of a fresh issue of Shares made for such purpose.

- 9 -

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

IMPACT ON WORKING CAPITAL OR GEARING POSITION

The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company. However, there might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited financial statements contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Repurchase Mandate is exercised in full.

DIRECTORS' UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, the Bye-Laws and the applicable laws of Bermuda.

DIRECTORS AND CONNECTED PERSONS

As at the Latest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, none of the Directors nor, any of their respective close associates have a present intention to sell any Shares to the Company if the Repurchase Mandate is approved by the Shareholders.

No core connected persons of the Company have notified the Company that he/she/it has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Company is authorised to make repurchases of Shares.

EFFECT OF THE TAKEOVERS CODE AND PUBLIC FLOAT REQUIREMENTS

If as a result of a repurchase of Shares by the Company, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (with the meaning of the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

- 10 -

APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

As at the Latest Practicable Date, according to the registers required to be kept by the Company under section 336 of the SFO, and to the best knowledge and belief of the Directors, the following Shareholders were directly or indirectly, interested in 5% or more of the Company's issued share capital:

			Percentage of
			shareholding
	Number of	Percentage of	if the
	Shares held	shareholding	Repurchase
	as at the	as at the	Mandate
	Latest	Latest	is exercised
Name	Practical Date	Practical Date	in full
		(Note (vii))
Max Sun Enterprises Limited (''Max Sun'') (Note (i))	5,737,129,098	65.50%	72.78%
Chow Tai Fook Nominee Limited (''CTFNL'')
(Note (ii))	5,737,129,098	65.50%	72.78%
Chow Tai Fook (Holding) Limited (''CTFHL'')
(Note (iii))	5,761,900,848	65.78%	73.09%
Chow Tai Fook Capital Limited (''CTFC'') (Note (iv))	5,761,900,848	65.78%	73.09%
Cheng Yu Tung Family (Holdings) Limited (''CYTFH'')
(Note (v))	5,761,900,848	65.78%	73.09%
Cheng Yu Tung Family (Holdings II) Limited
(''CYTFH-II'')(Note (vi))	5,761,900,848	65.78%	73.09%
Elberta Holdings Limited	794,850,000	9.07%	10.08%

Notes:

1. The entire issued share capital of Max Sun is legally and beneficially owned by CTFNL.
2. CTFNL holds 100% direct interest in Max Sun and is accordingly deemed to have an interest in the shares held by Max Sun.
3. CTFHL holds 99.90% direct interest in CTFNL and is accordingly deemed to have an interest in the shares of CTFNL.
4. CTFC holds 81.03% direct interest in CTFHL and is accordingly deemed to have an interest in the shares of
   CTFHL.
5. CYTFH holds 48.98% direct interest in CTFC and is accordingly deemed to have an interest in the shares of CTFC.
6. CYTFH-IIholds 46.65% direct interest in CTFC and is accordingly deemed to have an interest in the shares of CTFC.
7. The approximate percentage of interests held was calculated on the basis of 8,758,880,988 ordinary Shares of the Company as at the Latest Practicable Date.

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE OF SHARES

In the event that the Repurchase Mandate is exercised in full and assuming that there is no change in the number of Shares held by Max Sun and there is no other change to the issued share capital of the Company, the shareholding of Max Sun in the Company will be increased to approximately 72.78% of the reduced issued share capital of the Company immediately after the exercise in full of the Repurchase Mandate.

The Directors are not aware of any consequences which may arise under the Takeovers Code as a consequence of any repurchases made under the Repurchase Mandate. In addition, in exercising the Repurchase Mandate (whether in full or otherwise), the Directors will ensure that the Company shall comply with the requirements of the Listing Rules, including the minimum percentage of Shares being held in public hands.

SHARES REPURCHASES MADE BY THE COMPANY

There was no repurchase of Shares made by the Company or any of its subsidiaries during the six months immediately preceding the Latest Practicable Date.

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the previous 12 months prior to the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2020
April	0.045	0.035
May	0.046	0.033
June	0.074	0.027
July	0.060	0.032
August	0.074	0.041
September	0.046	0.038
October	0.069	0.038
November	0.066	0.045
December	0.074	0.057
2021
January	0.073	0.057
February	0.103	0.050
March	0.084	0.065
April (up to Latest Practicable Date)	0.070	0.062

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Set out below are details of the Directors who will retire at the conclusion of the AGM and will be proposed for re-election at the AGM.

EXECUTIVE DIRECTOR

Mr. TANG, John Wing Yan

Mr. TANG, John Wing Yan (''Mr. Tang''), aged 68, was appointed as an Executive Director in June 2017. Mr. Tang joined the Group as General Manager in August 2015. He brings with him over 20 years of senior management experience and has held top executive positions with various international companies prior to joining the Group. He is also a director of certain subsidiaries of the Company.

Formally trained as a structural engineer, Mr. Tang was a Chartered Engineer in the United Kingdom (''UK'') as well as a Registered Professional Engineer in the United States of America (''USA'') and Canada. Author and co-author of peer-reviewed publications in several technical journals and conferences, he is also the holder of U.S. Patent US6329589 pertaining to wireless transmission of solar power for exterior curtain wall in buildings.

Mr. Tang holds a Bachelor's degree in Civil Engineering, Magna Cum Laude, from the University of Massachusetts, USA; a Master's degree in Engineering from the University of California, Berkeley, USA; and a Graduate-Level Diploma in Financial Engineering from Stanford University, USA.

Saved as disclosed above, Mr. Tang (i) did not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders of the Company, (ii) did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, and (iii) did not have other major appointments or professional qualifications.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, Mr. Tang did not have any interest in Shares and/or underlying Shares within the meaning of Part XV of the SFO. Mr. Tang has entered into a service contract and a letter of appointment with the Company. According to the service contract, he is not appointed for any specific length or proposed length of service and his term of service shall continue unless and until terminated by either the Company or by giving, to the other party, one month's prior notice or payment in lieu of notice, or by mutual agreement. Mr. Tang, if re- elected, will be appointed as an executive Director with effect from the conclusion of the AGM for a term of not more than approximately three (3) years expiring at the conclusion of the Company's annual general meeting to be held in 2024, subject to earlier determination in accordance with the Bye-Laws and/or applicable laws and regulations. His total emoluments for the year ended 31 December 2020 was HK$2,896,000, which comprised the fixed annual salary of HK$2,496,000 and the discretionary bonuses pegged to performance of HK$400,000. Mr. Tang is entitled to such emoluments as the executive Director, Chief Executive Officer and members of the Executive Committee as may be approved by the Board in accordance with the Bye-Laws. His emoluments will be determined by reference to his experience, duties, responsibilities, the prevailing market conditions of the industry, the Company's remuneration policy, operating performance and profitability and is subject to review from time to time by the Remuneration Committee of the Company.

The relevant details required to be disclosed pursuant to Rule 13.51(2)(i) of the Listing Rules are set out below. One of the companies that Mr. Tang has served on the board of directors, Flour City Architectural Metals (Asia) Limited (''Flour City''), a Hong Kong private company engaged in engineering, manufacturing and installation of custom façade for highrise buildings, petitioned for winding up on 13 September 2001 due to cash flow issues (with a bank balance of HK$158,192.46 at the relevant time) in the midst of the Asian financial crisis. As all the relevant records of Flour City were destroyed after its winding-up, the claimed amounts by the creditors involved could not be ascertained. After two winding up orders were granted by the Hong Kong High Court on 4 March 2002 and 15 July 2002, respectively, Flour City was dissolved on 5 May 2007.

Save as disclosed above, in connection with the re-election of Mr. Tang as an executive Director at the AGM, he confirmed that there is no other information which is disclosable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

NON-EXECUTIVE DIRECTOR

Mr. LEE, Chi Hin Jacob

Mr. LEE, Chi Hin Jacob (''Mr, Lee''), aged 38, was appointed as a non-executive Director in March 2019. Mr. Lee is currently a senior vice president of Chow Tai Fook Enterprises Limited (''CTFE'')with responsibilities in making strategic and private equity investments globally. CTFE is an indirect subsidiary of Chow Tai Fook Capital Limited which is a controlling shareholder of the Company. Mr. Lee joined CTFE in March 2013 and has over 10 years of professional experience in corporate finance, investment, international capital markets and asset management. He previously worked at the investment banking department of The Hongkong and Shanghai Banking Corporation Limited and Deutsche Bank AG in Hong Kong. Mr. Lee holds a Master of Science degree in Accounting and Finance from The London School of Economics and Political Science to the University of London in London, United Kingdom and a Bachelor of Business Administration degree from the University of Michigan in Ann Arbor, United States of America. He is also a Chartered Financial Analyst Charterholder.

Mr. Lee is currently a non-executive director of Integrated Waste Solutions Group Holdings Limited which shares are listed on the Stock Exchange.

Saved as disclosed above, Mr. Lee (i) did not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders of the Company, (ii) did not hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, and (iii) did not have other major appointments or professional qualifications.

As at the Latest Practicable Date, Mr. Lee did not have any interest in Shares and/or underlying Shares within the meaning of Part XV of the SFO. There is a letter of appointment entered into between Mr. Lee and the Company for a specific term of three years commencing from 1 April 2019 and subject to retirement and re-election pursuant to the Bye-Laws. Mr. Lee, if re-elected, will be appointed as a non-executive Director with effect from the conclusion of the AGM for a term of not more than approximately three (3) years expiring at the conclusion of the Company's annual general meeting to be held in 2024, subject to earlier determination in accordance with the Bye-Laws and/or applicable laws and regulations. The total amount of Mr. Lee's emoluments as a non-executive Director, members of the Audit Committee and the Nomination Committee of the Company amounted to HK$524,800 for the year ended 31 December 2020. Mr. Lee is entitled to such Director's fee and emoluments as may be approved by the Board in accordance with the Bye-Laws. His emoluments will be determined by reference to his experience, duties, responsibilities, the prevailing market conditions of the industry, the Company's remuneration policy, operating performance and profitability and is subject to review from time to time by the Remuneration Committee of the Company.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, in connection with the re-election of Mr. Lee as a non-executive Director at the AGM, he confirmed that there is no other information which is disclosable nor is/ was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. HUANG, Victor

Mr. HUANG, Victor (''Mr. Huang''), aged 49, was appointed as an independent non- executive Director in June 2020. Mr. Huang has over 28 years of experience in professional a c c o u n t i n g , c a p i t a l m a r k e t a n d m e r g e r a n d a c q u i s i t i o n . M r . H u a n g j o i n e d PricewaterhouseCoopers Hong Kong in January 1993 and admitted to partnership in July 2005. He left PricewaterhouseCoopers Hong Kong in July 2014. From July 2014 to August 2017, he was a partner of KPMG in Hong Kong.

Mr. Huang is currently an independent non-executive director of (i) Laobaixing Pharmacy Chain Joint Stock Company (stock code: 603883.SH), a company listed on the Shanghai Stock Exchange; (ii) Qingdao Haier Biomedical Co., Ltd. (stock code: 688139.SH), a company listed on the Sci-Tech Innovation Board of the Shanghai Stock Exchange; and the following companies which are listed on the Hong Kong Stock Exchange, namely (iii) COSCO SHIPPING Energy Transportation Co., Ltd. (stock code: 1138), (iv) Evergrande Property Services Group Limited (stock code: 6666), (v) ManpowerGroup Greater China Limited (stock code: 2180), (vi) Scholar Education Group (stock code: 1769) and (vii) Topsports International Holdings Limited (stock code: 6110). Mr. Huang was an independent non-executive director of Trinity Limited (stock code: 0891) from December 2018 to December 2020 and China Bright Culture Group (stock code: 1859) from February 2020 to November 2020.

Mr. Huang is a member of the Hong Kong Institute of Certified Public Accountants and The Hong Kong Independent Non-Executive Director Association. He is also a Certified Independent Non-executive Director by the Shanghai Stock Exchange. Mr. Huang received a bachelor's degree of arts from the University of California, Los Angeles in September 1992.

Saved as disclosed above, Mr. Huang (i) did not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders of the Company, (ii) did not hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, and (iii) did not have other major appointments or professional qualifications.

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APPENDIX II DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, Mr. Huang did not have any interest in Shares and/or underlying Shares within the meaning of Part XV of the SFO. There is a letter of appointment entered into between Mr. Huang and the Company pursuant to which Mr. Huang is appointed as an independent non-executive Director for a specific term of three years commencing from

19 June 2020 and subject to retirement and re-election pursuant to the Bye-Laws. Mr. Huang, if re-elected, will be appointed as an independent non-executive Director with effect from the conclusion of the AGM for a term of not more than approximately three (3) years expiring at the conclusion of the Company's annual general meeting to be held in 2024, subject to earlier determination in accordance with the Bye-Laws and/or applicable laws and regulations. The total amount of Mr. Huang's emoluments as an independent non-executive Director, members of the Audit Committee, the Nomination Committee and the Remuneration Committee of the Company amounted to HK$106,667 for the year ended 31 December 2020. Mr. Huang is entitled to such Director's fee and emoluments as may be approved by the Board in accordance with the Bye- Laws. His emoluments will be determined by reference to his experience, duties, responsibilities, the prevailing market conditions of the industry, the Company's remuneration policy, operating performance and profitability and is subject to review from time to time by the Remuneration Committee of the Company.

Save as disclosed above, in connection with the re-election of Mr. Huang as an independent non-executive Director at the AGM, he confirmed that there is no information which is disclosable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

NEW TIMES ENERGY CORPORATION LIMITED

新 時 代 能 源 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 00166)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the ''AGM'') of New Times Energy Corporation Limited (the ''Company'')will be held at Portion 2, 12/F., The Center, 99 Queen's Road Central, Central, Hong Kong, on Thursday, 3 June 2021 at 11:00 a.m. to consider as ordinary businesses, and if though fit, pass the following resolutions as ordinary resolutions:

1. To receive and consider the audited consolidated financial statements, the Directors' Report and the Independent Auditor's Report of the Company for the year ended 31 December 2020;
2. (a) to re-elect Mr. TANG, John Wing Yan as an executive Director;
3. 1. to re-elect Mr. LEE, Chi Hin Jacob as a non-executive Director;
   2. to re-elect Mr. HUANG, Victor as an independent non-executive Director; and
   3. to authorise the board of Directors to fix the remuneration of the Directors;
4. To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorise the Board to fix their remuneration;

• For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

To consider as special business, and if thought fit, pass the following resolutions as ordinary resolutions with or without amendments:

4. ''THAT:

1. subject to paragraph (c) of this resolution, pursuant to the Rules Governing the Listing Securities of The Stock Exchange of Hong Kong Limited (the ''Listing Rules''), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with ordinary shares of HK$0.01 each in the capital of the Company (the ''Shares'') or to make and/or grant offers, agreements and options (including warrants, bonds, notes and debentures convertible into Shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make and/or grant offers, agreements and options (including warrants, bonds, notes and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
3. the aggregate nominal amount of the Shares allotted, issued or dealt with, or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval given under paragraph (a) of this resolution, otherwise than pursuant to:
4. 1. a Rights Issue (as hereinafter defined);
   2. the exercise of the subscription or conversion rights attaching to any warrants, bonds, notes or any other securities issued by the Company which are convertible into Shares;
   3. the exercise of options granted by the Company under any share option scheme or similar arrangement for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible person (if any) of Shares or rights to acquire Shares; or

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NOTICE OF ANNUAL GENERAL MEETING

1. any scrip dividend or similar arrangements providing for the allotment of Shares in lieu of the whole or part of a dividend on the Shares in accordance with the bye-laws of the Company (the ''Bye-Laws'');

shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution, and the said approval shall be limited accordingly;

1. subject to the passing of each of the paragraphs (a), (b) and (c) of this resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and
2. 1. of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
3. for the purpose of this resolution:
4. 1. 
      ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
   2. the conclusion of the next annual general meeting of the Company;

1. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws or the Companies Act 1981 of Bermuda (as amended) or any applicable laws to be held; or
2. the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company (the
   ''Shareholders'') in general meeting;

and,

''Rights Issue'' means an offer of Shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).''

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NOTICE OF ANNUAL GENERAL MEETING

5. ''THAT:

1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) of this resolution) of all the powers of the Company to repurchase issued Shares on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or on any other stock exchange on which the securities of the Company may be listed and recognized for this purpose by the Securities and Futures Commission and the Stock Exchange, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange (as amended from time to time), be and is hereby generally and unconditionally approved;
2. the aggregate nominal amount of Shares which the Company is authorised to repurchase pursuant to the approval in paragraph (a) of this resolution shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution;
3. subject to the passing of each of the paragraphs (a) and (b) of this resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and
4. for the purpose of this resolution:
   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws or the Companies Act 1981 of Bermuda (as amended) or any applicable laws to be held; or
   3. the revocation or variation of the authority given under this resolution by ordinary resolution of the Shareholders in general meeting.''

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NOTICE OF ANNUAL GENERAL MEETING

6. ''THAT conditional upon the passing of resolutions no. 4 and no. 5 set out in the notice convening the AGM, the aggregate nominal amount of the number of Shares which are repurchased by the Company under the authority granted to the Directors as mentioned in the said resolution no. 5 shall be added to the aggregate nominal amount of share capital of the Company that may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to the approval in the said resolution no. 4.''

	By order of the Board
	New Times Energy Corporation Limited
	CHENG, Kam Chiu Stewart
	Chairman
Hong Kong, 29 April 2021
Head Office and Principal	Registered Office:
Place of Business:	Clarendon House
Room 1402, 14/F	2 Church Street
New World Tower I	Hamilton HM 11
16-18 Queen's Road Central	Bermuda
Hong Kong

Notes:

1. Any shareholder of the Company (the ''Shareholder(s)'')entitled to attend and vote at the AGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a Shareholder.
2. The form of proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
3. Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the AGM and in such event, the form of proxy shall be deemed to be revoked.
4. Where there are joint Shareholders, any one of such joint Shareholder may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint Shareholders be present at the above meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Shareholders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

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NOTICE OF ANNUAL GENERAL MEETING

1. To be valid, a form of proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than forty-eight (48) hours before the time appointed for the holding of the AGM or any adjournment thereof.
2. The register of members of the Company will be closed from Monday, 31 May 2021 to Thursday, 3 June 2021 (both days inclusive), for the purpose of determining Shareholders' entitlement to attend and vote at the AGM, during which day no transfers of shares will be registered. In order to be eligible to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4: 30 p.m. on Friday, 28 May 2021.
3. If Typhoon Signal No. 8 or above, or a ''black'' rainstorm warning is in effect any time after 3 hours before the time of the annual general meeting, the meeting will be postponed. The Company will publish an announcement on the websites of the Company and the Stock Exchange to notify shareholders of the Company of the date, time and venue of the rescheduled meeting.
4. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all resolutions proposed at the meeting shall be voted by poll.
5. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

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