Newton Resources Ltd — AGM Information 2012

Apr 19, 2012

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1231)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON WEDNESDAY, 23 MAY 2012

I/We [(Note1)]

of

being the registered holder(s) of [(Note 2)] Newton Resources Ltd (the “Company”) HEREBY APPOINT the Chairman of the meeting [(Note 3)] or of

shares of HK$0.10 each in the share capital of

as my/our proxy to attend and vote for me/us and on my/our behalf on the resolutions as directed below or, if no such indication is given, as my/our proxy thinks fit at the annual general meeting (the “AGM”) of the Company for the year 2012 to be held at Meeting Room S428 (Harbour Road Entrance), Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Wednesday, 23 May 2012 at 11:45 a.m. (and at any adjournment thereof).

Please put a ‘ ’ in the appropriate boxes to indicate how you wish your vote(s) to be cast [(Note 4)] .

	ORDINARY RESOLUTIONS	FOR(Note 4)	AGAINST(Note 4)
1.	To receive and consider the audited consolidated financial statements of the Company and the reports of the directors and independent auditors for theyear ended 31 December 2011.
2.	(1) To re-elect Mr. Yao Zanxun as an executive director of the Company.
	(2) To re-elect Ms. Yu Shuxian as an executive director of the Company.
	(3) To re-elect Mr. Li Yuelin as an executive director of the Company.
	(4) To re-elect Mr. Lin Zeshun as an executive director of the Company.
	(5) To re-elect Mr. Liu Yongxin as an executive director of the Company.
	(6) To re-elect Mr. Lam Wai Hon, Patrick as a non-executive director of the Company.
	(7) To re-elect Mr. ChengChi Ming, Brian as a non-executive director of the Company.
	(8) To re-elect Mr. Tsui KingFai as an independent non-executive director of the Company.
	(9) To re-elect Mr. Lee Kwan Hungas an independent non-executive director of the Company.
	(10) To re-elect Mr. Wu Wai Leung, Dannyas an independent non-executive director of the Company.
	(11) To authorise the board of directors of the Companyto fix the directors’ remuneration.
3.	(1) To elect Dr. ChengKar Shun as a non-executive director of the Company.
	(2) To elect Dr. ChengKar Shun as the chairman of the board of directors of the Company.
4.	To re-appoint Messrs. Ernst & Young as the auditors of the Company and to authorise the board of directors of the Companyto fix their remuneration.
5.	(1) To give a general mandate to the directors of the Company to repurchase shares of the Company not exceeding10% of the issued share capital of the Companyas at the date ofpassingof this resolution.#
	(2) To give a general mandate to the directors of the Company to allot, issue and deal with additional shares of the Company not exceeding 20% of the issued share capital of the Company as at the date of passing of this resolution.#
	(3) To extend the general mandate granted to the directors of the Company pursuant to ordinary resolution item 5(2).#
	SPECIAL RESOLUTIONS
6.	(1) To consider and approve the amendments to the articles of association of the Company.#
	(2) To consider and adopt the new memorandum and articles of association of the Company subject to the passingof the special resolution item 6(1).#

Full text of the resolution is set out in the Notice of the AGM.

Date:

Signature [(Note 5) ]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. A member entitled to attend and vote at the AGM may appoint more than one proxy (who must be an individual), if he is the holder of two or more shares, to attend and vote on his behalf, provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company but must attend the relevant meeting in person. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ ”) THE BOX MARKED “AGAINST” . If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

5. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer, attorney or other person duly authorized.

6. Where there are joint registered holders of any share, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

7. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s Hong Kong listed share registrar, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.

8. Completion and delivery of this form of proxy will not preclude you from attending and voting at the AGM if you so wish and, in such event, this form of proxy shall be deemed to be revoked.