Newton Resources Ltd - AGM Information 2012

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 stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Newton Resources Ltd, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker 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.

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

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, ELECTION OF NON-EXECUTIVE DIRECTOR AND CHAIRMAN OF THE BOARD, GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES, AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company 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. is set out on pages 36 to 46 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed with this circular. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.newtonresources.com).

If you are not able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to 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 as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting or any adjournment thereof if they so wish and, in such event, the form of proxy shall be deemed to be revoked.

20 April 2012

	Page
DEFINITIONS..............................................................................................................................	1
LETTER FROM THE BOARD
Introduction.....................................................................................................................................	3
Re-election of Retiring Directors ..................................................................................................	4
Election of Non-Executive Director and Chairman of the Board ................................................	4
General Mandates to Repurchase and Issue Shares......................................................................	4
Amendments to Articles and Adoption of New Memorandum and Articles ..............................	5
Annual General Meeting ................................................................................................................	6
Responsibility Statement................................................................................................................	6
Recommendation ............................................................................................................................	6
General ............................................................................................................................................	7
APPENDIX I — DETAILS OF THE RETIRING DIRECTORS
STANDING FOR RE-ELECTION ...................................................	8
APPENDIX II — DETAILS OF THE PROPOSED DIRECTOR
STANDING FOR ELECTION ..........................................................	19
APPENDIX III — EXPLANATORY STATEMENT FOR
THE SHARE REPURCHASE MANDATE .....................................	20
APPENDIX IV — PROPOSED AMENDMENTS TO THE ARTICLES ........................	25
NOTICE OF ANNUAL GENERAL MEETING......................................................................	36

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DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions shall have the following meanings:

“Annual General Meeting” or “AGM”

the annual general meeting of the Company 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., to consider and, if appropriate, to approve the resolutions contained in the notice of AGM which is set out on pages 36 to 46 of this circular, or any adjournment thereof

“Articles” or “Memorandum and Articles”

the memorandum and articles of association of the Company

“associates”

has the meaning ascribed thereto under the Listing Rules

“Board” the board of Directors
“Companies Law”
the Companies Law (2011 Revision) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time

“Company” Newton Resources Ltd, a company incorporated in the Cayman Islands with limited liability, and the shares of which are listed on the main board of the Stock Exchange

“connected person(s)” has the meaning ascribed thereto under the Listing Rules
“Controlling Shareholder” has the meaning ascribed thereto under the Listing Rules
“Director(s)” the director(s) of the Company
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” or “HKSAR” the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date” 13 April 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“Listing Date” 4 July 2011, being the first date of listing of the Shares on the main board of the Stock Exchange

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

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DEFINITIONS

“NWD” New World Development Company Limited “NWS” NWS Holdings Limited, a substantial Shareholder of the Company
“PRC” the People’s Republic of China for the purpose of this circular, excluding Hong Kong, Macau Special Administrative Region of the PRC and Taiwan
“Pre-IPO Share Option Scheme” the pre-IPO share option scheme adopted by the Company on 25 January 2011
“RMB” Renminbi, the lawful currency of the PRC “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
“Shares(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company
“Share Issuance Mandate” a general mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to allot, issue or deal with Shares during the period and in the manner as set out in item 5(2) of the notice of the AGM up to 20% of the issued share capital of the Company as at the date of passing of such proposed ordinary resolution
“Share Repurchase Mandate” a general mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase Shares during the period and in the manner as set out in item 5(1) of the notice of the AGM up to 10% of the issued share capital of the Company as at the date of passing of such proposed ordinary resolution
“Shareholder(s)” holder(s) of the Share(s)
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Substantial Shareholder” has the meaning ascribed thereto under the Listing Rules
“Takeovers Code” Hong Kong Code on Takeovers and Mergers
“%” per cent

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LETTER FROM THE BOARD

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

Executive Directors:

Mr. Yao Zanxun

(Vice-chairman and Chief Executive Officer) Ms. Yu Shuxian Mr. Li Yuelin Mr. Lin Zeshun Mr. Liu Yongxin

Non-executive Directors:

Mr. Tsang Yam Pui (Chairman) Mr. Lam Wai Hon, Patrick (Vice-chairman) (Alternate director to Mr. Tsang Yam Pui) Mr. Cheng Chi Ming, Brian

Registered Office:

Walkers Corporate Services Limited Walker House 87 Mary Street George Town Grand Cayman KY1-9005 Cayman Islands

Principal Place of Business

in Hong Kong: Rooms 1502-5 15th Floor, New World Tower 16-18 Queen’s Road Central Hong Kong

Independent Non-executive Directors:

Mr. Tsui King Fai Mr. Lee Kwan Hung Mr. Wu Wai Leung, Danny

20 April 2012

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, ELECTION OF NON-EXECUTIVE DIRECTOR AND CHAIRMAN OF THE BOARD, GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES,

AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of certain resolutions to be proposed at the AGM for (i) the re-election of the retiring Directors; (ii) the election of non-executive Director and chairman of the Board; (iii) the granting of the Share Repurchase Mandate and the Share Issuance Mandate to repurchase Shares and to issue new Shares; (iv) the amendments to the Articles; and (v) the adoption of new Memorandum and Articles consolidating all of the proposed amendments referred to in the notice of AGM and all previous amendments made pursuant to the resolutions passed by the Shareholder of the Company.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to article 101(3) of the Articles, any Director appointed by the Board shall hold office until the next following annual general meeting of the Company. Therefore, Mr. Yao Zanxun, Ms. Yu Shuxian, Mr. Li Yuelin, Mr. Lin Zeshun, Mr. Liu Yongxin, Mr. Tsang Yam Pui, Mr. Lam Wai Hon, Patrick, Mr. Cheng Chi Ming, Brian, Mr. Tsui King Fai, Mr. Lee Kwan Hung and Mr. Wu Wai Leung, Danny will all retire from office at the AGM pursuant to article 101(3) of the Articles. Mr. Tsang Yam Pui has informed the Board of his intention of not seeking re-election at the AGM as he would like to concentrate on his roles as an executive director of NWS. All the other retiring Directors, being eligible, shall offer themselves for re-election as Directors at the AGM. Details of these retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix I to this circular.

ELECTION OF NON-EXECUTIVE DIRECTOR AND CHAIRMAN OF THE BOARD

Mr. Tsang Yam Pui will retire as the chairman and non-executive Director of the Company with effect from the conclusion of the AGM.

Pursuant to article 101(2) of the Articles, the Company may by ordinary resolution elect any person to be a Director to fill a casual vacancy on the Board. Accordingly, the Directors propose to nominate Dr. Cheng Kar Shun to be elected by the Shareholders by way of ordinary resolution at the AGM as a non-executive Director and the chairman of the Company with effect from the conclusion of the AGM to fill the casual vacancy caused by the retirement of Mr. Tsang Yam Pui. The particulars of Dr. Cheng is set out in Appendix II to this circular.

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES

By written resolutions of our sole Shareholder passed on 10 June 2011, general mandates were granted to the Directors to repurchase and issue Shares respectively. Such mandates will lapse at the conclusion of the AGM. In order to give the Directors the flexibility and discretion to repurchase and issue Shares if and when appropriate, the following ordinary resolutions will be proposed at the AGM to approve:

(a) the granting of the proposed Share Repurchase Mandate to the Directors to exercise the power of the Company to repurchase Shares representing up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the proposed ordinary resolution contained in item 5(1) of the notice of the AGM as set out on pages 36 to 46 of this circular (i.e. an aggregate nominal amount of a maximum of 400,000,000 Shares on the basis that no further Shares are issued or repurchased before the AGM);
(b) the granting of the proposed Share Issuance Mandate to the Directors to exercise the power of the Company to allot, issue or deal with Shares representing up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the proposed ordinary resolution contained in item 5(2) of the notice of the AGM as set out on pages 36 to 46 of this circular (i.e. an aggregate nominal amount of a maximum of 800,000,000 Shares on the basis that no further Shares are issued or repurchased before the AGM); and

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LETTER FROM THE BOARD

(c) the extension of the Share Issuance Mandate such that the number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate will also be added to the Share Issuance Mandate as mentioned in item 5(2) of the proposed ordinary resolution.

With reference to the Share Repurchase Mandate and the Share Issuance Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares or issue any new Shares pursuant thereto.

An explanatory statement required by the Listing Rules to provide the Shareholders with all information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix III to this circular.

AMENDMENTS TO THE ARTICLES AND ADOPTION OF NEW MEMORANDUM AND ARTICLES

The Stock Exchange has amended the Listing Rules relating to, among other things, the Memorandum and Articles or equivalent constitutional documents of listed issuers. The amendments to the Listing Rules came into effect on 1 January 2012 and 1 April 2012. Accordingly, the Directors propose to seek the approval of the Shareholders by way of special resolutions at the AGM for the amendments to the existing Articles and the adoption of the new Memorandum and Articles, so as to bring the constitution of the Company in line with current amendments made to the Listing Rules and recent changes effected by the Companies Law.

The major effects of the proposed amendments to the Articles are summarised as follows:

(i) to amend the minimum number of independent non-executive Directors from three to such number as is equivalent to at least one-third of the Board;
(ii) to remove the exception that a director may vote on any board resolution approving any contract or arrangement or any other proposal in which he or any of his associates has a material interest or may be counted in the quorum present at the meeting provided that he or any of his associates are not beneficially interested in more than 5% in the party with which the Company proposes to enter into a contract or arrangement;
(iii) to require the holding of a physical board meeting in lieu of written resolutions to deal with any matter or business where a Director or substantial shareholder has a conflict of interest which the Board determined to be material; and
(iv) to allow the chairman at a general meeting to exempt procedural and administrative matters as may be permitted under the Listing Rules from voting by poll.

An explanatory statement in connection with the proposed amendments to the Articles are set out in Appendix IV to this circular. The full text of these resolutions is set out in special resolution 6(1) of the notice of the AGM.

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LETTER FROM THE BOARD

The legal advisers to the Company as to Hong Kong laws and Cayman Islands laws have respectively confirmed that the proposed amendments comply with the requirements of the Listing Rules and do not violate the applicable laws of the Cayman Islands. The Company also confirms that there is nothing unusual about the proposed amendments to the Articles for a Cayman Islands company listed on the Stock Exchange.

Shareholders are advised that the Articles are available only in English and the Chinese translation of the amendments to the Articles provided in the notice of AGM in Chinese is for reference only. In case of any inconsistency, the English version shall prevail.

ANNUAL GENERAL MEETING

The notice of the AGM is set out on pages 36 to 46 of this circular.

Pursuant to the Listing Rules and the Articles, any vote of Shareholders at a general meeting must be taken by poll. An announcement on the poll vote results will be published by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.newton-resources.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority 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 as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish and, in such event, the form of proxy shall be deemed to be revoked.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the proposals for the re-election of retiring Directors, election of nonexecutive Director and chairman of the Board, granting of the Share Repurchase Mandate and Share Issuance Mandate, amendments to the Articles and adoption of the new Memorandum and Articles are in the best interests of the Company and the Shareholders. Accordingly, the Directors therefore recommend the Shareholders to vote in favour of the resolutions to be proposed at the AGM.

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LETTER FROM THE BOARD

GENERAL

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholders is required to abstain from voting on the resolutions to be proposed at the AGM.

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

Yours faithfully, For and on behalf of the Board Newton Resources Ltd Tsang Yam Pui Chairman

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DETAILS OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX I

The following are the details of the retiring Directors who will retire and, being eligible, offer themselves for re-election at the AGM:

Mr. Yao Zanxun , aged 56, has been appointed as an executive Director and the chief executive officer since 13 December 2010 and has become the vice chairman since 20 May 2011. He is responsible for the overall strategic planning, construction and investment management of the Group.

Mr. Yao graduated from Wuhan Institute of Iron and Steel (武漢鋼鐵學院) (now known as Wuhan University of Science and Technology (武漢科技大學)) in 1982 and obtained a Bachelor of engineering degree with major in mining engineering. He also obtained a Master’s degree in georock mechanics from Northeast University of Technology (東北工學院) (now known as Northeastern University (東北大學)) in 1988. He is a professorate senior engineer (教授級高級工程師) and has over 29 years of experience in the mining industry.

Between 1982 and 1993, Mr. Yao served as mining engineer, assistant engineer, engineer and senior engineer with Wuhan Iron and Steel (Group) Corp. Mining Co., Ltd. Design and Research Institute (武漢鋼鐵集團礦業有限責任公司設計研究所) (now known as Wuhan Iron and Steel (Group) Corp. Kaisheng Science & Technology Co., Ltd. (武漢鋼鐵集團開聖科技有限責任公司)) ranked 428th on the Fortune Global 500 list in 2010. Between 1989 and 1992, he oversaw an iron ore mine operation in Paraburdoo, Western Australia, which was a joint venture project with Hamersley Iron Pty. Limited, (a subsidiary of the Rio Tinto Group. Rio Tinto is listed on the London Stock Exchange, New York Stock Exchange and Australian Securities Exchange).

Between 1994 and 2005, Mr. Yao served various positions including deputy division chief, division chief, deputy director and professorate senior engineer with China Iron & Steel Industry and Trade Group Corporation (中國鋼鐵工貿集團公司) (now known as Sinosteel Corporation (中國中鋼集團公司)) ranked 352nd on the Fortune Global 500 list in 2010. In 2005, he was appointed as a director of China Sino Steel Indonesia Company.

In 2006, Mr. Yao was a senior project manager in the mining resources sector of CITIC Pacific Limited (中信泰富有限公司) (stock code: 267). From 2006 to 2010, Mr. Yao was a chief technical officer in SINOM Holdings Co., Ltd. (宬隆控股有限公司) and a director and chief technical officer of Asia Iron Holdings Limited (亞洲鋼鐵控股有限公司), a subsidiary of Chongqing Iron & Steel (Group) Co., Ltd (重慶鋼鐵（集團）有限責任公司).

Save as disclosed above, in the three years preceding the Latest Practicable Date, Mr. Yao did not hold any directorship in other listed public companies or have any other major appointments.

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DETAILS OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX I

Mr. Yao has entered into a service contract with the Company on 18 October 2010 for a fixed term of three years commencing from 18 October 2010, subject to retirement by rotation and eligible for re-election at annual general meetings of the Company pursuant to the Articles. Mr. Yao is entitled to a Director’s fee of RMB180,000 per month. Save for the Director’s fee, discretionary bonus and share options granted to him under the Pre-IPO Share Option Scheme, he is not expected to receive any other remuneration for holding his office as an executive Director. Mr. Yao’s annual emoluments as executive Director was determined with reference to the Company’s performance, his duties and responsibilities with the Company, and prevailing market conditions. For the financial year ended 31 December 2011, his emoluments comprised salaries and bonus of approximately RMB2,360,000.

As at the Latest Practicable Date, Mr. Yao was interested in 8,000,000 Shares within the meaning of Part XV of the SFO which are the Shares which may be allotted and issued to him upon exercise of his share options. Save as disclosed above, Mr. Yao does not have any relationship with any other Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company.

Mr. Yao has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Yao that need to be brought to the attention of the Shareholders.

Ms. Yu Shuxian , aged 64, has been appointed as a non-executive Director since 13 December 2010 and re-designated as an executive Director since 1 March 2011. She is responsible for formulating business strategies, and overseeing the finance and operations of the Group.

Ms. Yu graduated from Changchun Construction Technical Institute (長春建築專科學校) where she majored in industrial and civil construction in 1968 and from Beijing Economics Correspondence University (北京經濟函授大學) (now known as Beijing Economics & Management Correspondence Institute (北京經濟管理函授學院)) with a major in economic administration in 1989. Ms. Yu is a professorate senior engineer (教授級高級工程師) and state-recognised first grade constructor (國家一級建造師). Ms. Yu has more than 32 years of experience in metallurgical industry, in particular metallurgical engineering and construction contracting.

From 1969 to 1982, Ms Yu held various positions, such as technician, advisor and engineer of the metallurgical command section of Capital Construction Engineer Corps (基建工程兵冶金指揮部). From 1983 to 2010, she worked for China Metallurgical Group Corporation (中國冶金科工集團有限公司) (formerly known as Metallurgical Construction Group Corporation (中國冶金建設集團公司) and China Metallurgical Construction Corporation (中國冶金建設公司)) where she held various positions including managing director of its branch in Singapore, managing director of its branch in Hong Kong, executive director, vice-president and chief engineer of the PRC headquarter and senior advisor. During that period, she was responsible for corporate administrative work, finance management, planning for domestic and international market expansion and project tendering work.

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DETAILS OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX I

Save as disclosed above, in the three years preceding the Latest Practicable Date, Ms. Yu did not hold any directorship in other listed public companies or have any other major appointments.

Ms. Yu has entered into a new letter of appointment with the Company on 1 March 2011 pursuant to which she agreed to act as executive Director for a fixed term of three years commencing from 1 March 2011. Upon her redesignation as an executive Director of the Company, she is subject to retirement by rotation and eligible for re-election at annual general meetings of the Company pursuant to the Articles. Ms. Yu is entitled to a Director’s fee of RMB71,400 per month. Save for the Director’s fee, discretionary bonus and share options granted to her under the Pre-IPO Share Option Scheme, she is not expected to receive any other remuneration for holding her office as an executive Director. Ms. Yu’s annual emoluments as executive Director was determined with reference to the Company’s performance, her duties and responsibilities with the Company, and prevailing market conditions. For the financial year ended 31 December 2011, her emoluments comprised a Director’s fee of approximately RMB32,000 for acting as a non-executive Director of the Company, and salaries and bonus in an aggregate amount of approximately RMB802,000.

As at the Latest Practicable Date, Ms. Yu was interested in 4,000,000 Shares within the meaning of Part XV of the SFO which are the Shares which may be allotted and issued to her upon exercise of her share options. Save as disclosed above, Ms. Yu does not have any relationship with any other Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company.

Ms. Yu has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Ms. Yu that need to be brought to the attention of the Shareholders.

Mr. Li Yuelin , aged 55, has been appointed as an executive Director since 9 April 2010, and is the chief operating officer and responsible for the overall operations management and iron ore mining construction management of the Group.

Mr. Li graduated from Northeast University of Technology (東北工學院) (now known as Northeastern University (東北大學)) and obtained a Bachelor’s degree of mining in 1982. Mr. Li was qualified as a senior mining engineer accredited by The Title Reform Leading Group Office of the Metallurgical Industry Bureau (冶金工業部職稱改革工業領導小組) in 1994. He has 29 years of experience in iron ore mining, beneficiation and safety management.

In 1982, Mr. Li began his mining career in Zhijiazhuang Iron Ore Factory of Laiyuan Steel Factory of Hebei Province (河北淶源鋼鐵廠支家莊鐵礦) where he held various positions, including mining engineer and head of mining. In 1989, Mr. Li worked for Laiyuan Steel Factory (淶源鋼鐵廠) as the manager of production and infrastructure and chief of extension projects in the iron ore department. In April 1992, Mr. Li worked for Hebei Metallurgical Mining Company (河北省冶金礦山公司) as the manager of Luanshigou iron ore mine’s (亂石溝鐵礦) construction department. In October 1993, Mr. Li worked for Handan Iron & Steel Group Company Limited as the deputy head of mining and

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DETAILS OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX I

chief of iron ore mine construction projects. In March 2003, Mr. Li became the general manager of Lingqiu County Daling Iron Ore Mine (靈丘縣大靈鐵礦). In September 2005, Mr. Li worked as the general manager and chief engineer of Hunyuan County Juhuo Mining Company Limited (渾源縣炬火礦業有限責任公司). In August 2006, Mr. Li worked for Hebei Province Guokong Mining Developing Investment Company Limited (河北省國控礦業開發投資有限公司) as the general manager of its subsidiary Hebei Jindi Mining Consulting Company Limited (河北金地礦業諮詢有限公司). In September 2008 until he joined our Group, Mr. Li was the general manager of Handan County Jinyuan Mining Company Limited (邯鄲縣金源礦業有限公司).

Save as disclosed above, in the three years preceding the Latest Practicable Date, Mr. Li did not hold any directorship in other listed public companies or have any other major appointments.

Mr. Li has entered into a service contract with the Company on 9 April 2010 for a fixed term of three years commencing from 9 April 2010, subject to retirement by rotation and eligible for re-election at annual general meetings of the Company pursuant to the Articles. Mr. Li is entitled to a Director’s fee of RMB45,000 per month. Save for the Director’s fee, discretionary bonus and share options granted to him under the Pre-IPO Share Option Scheme, he is not expected to receive any other remuneration for holding his office as an executive Director. Mr. Li’s annual emoluments as executive Director was determined with reference to the Company’s performance, his duties and responsibilities with the Company, and prevailing market conditions. For the financial year ended 31 December 2011, his emoluments comprised salaries and bonus of approximately RMB525,000.

As at the Latest Practicable Date, Mr. Li was interested in 6,400,000 Shares within the meaning of Part XV of the SFO which are the Shares which may be allotted and issued to him upon exercise of his share options. Save as disclosed above, Mr. Li does not have any relationship with any other Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company.

Mr. Li has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Li that need to be brought to the attention of the Shareholders.

Mr. Lin Zeshun , aged 66, has been appointed as an executive Director since 9 April 2010, and is the chief mining manager of the Company and responsible for the planning, design, and management of the mines, mining techniques and production processes of the Group.

Mr. Lin graduated from Tangshan Academy of Mining and Metallurgy (唐山礦冶學院) (now known as Hebei United University (河北聯合大學)) with a Bachelor’s degree in mining in 1970. He has 41 years of experience in the mining industry.

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DETAILS OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX I

Mr. Lin started working as a mining technical officer in the Xingtai Qi Cun Iron Mine (邢臺綦村鐵礦). Between November 1974 and May 1986, Mr. Lin served first as the production planning officer, and later as the production planning manager. Between June 1986 and January 1998, Mr. Lin was the deputy mines manager, during which he managed the production of five mining areas, and the procurement, production and sales functions of selected production plants. Between 1998 and 2001, he was reassigned as production technical consultant of Xingtai Qi Cun Iron Mine. From January 2002 until he joining our Group, Mr. Lin was employed by Xingtai Wei Lai Smelting Company Limited (邢臺未來冶煉鑄造有限公司) as mining technical consultant.

Save as disclosed above, in the three years preceding the Latest Practicable Date, Mr. Lin did not hold any directorship in other listed public companies or have any other major appointments.

Mr. Lin has entered into a service contract with the Company on 9 April 2010 for a fixed term of three years commencing from 9 April 2010, subject to retirement by rotation and eligible for re-election at annual general meetings of the Company pursuant to the Articles. Mr. Lin is entitled to a Director’s fee of RMB22,000 per month. Save for the Director’s fee, discretionary bonus and share options granted to him under the Pre-IPO Share Option Scheme, he is not expected to receive any other remuneration for holding his office as an executive Director. Mr. Lin’s annual emoluments as executive Director was determined with reference to the Company’s performance, his duties and responsibilities with the Company, and prevailing market conditions. For the financial year ended 31 December 2011, his emoluments comprised salaries and bonus of approximately RMB250,000.

As at the Latest Practicable Date, Mr. Lin was interested in 4,000,000 Shares within the meaning of Part XV of the SFO which are the Shares which may be allotted and issued to him upon exercise of his share options. Save as disclosed above, Mr. Lin does not have any relationship with any other Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company.

Mr. Lin has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Lin that need to be brought to the attention of the Shareholders.

Mr. Liu Yongxin , aged 56, has been appointed as an executive Director since 9 April 2010 and is the chief manager of ore processing of the Group. He is responsible for overseeing the ore processing management of the Group.

Mr. Liu obtained a diploma in mining from Baoding Metallurgy Professional Exploration College (保定冶金職工勘察學院) in 1982. He qualified as a mining engineer accredited by The Title Reform Leading Group Office of Hebei Province (河北省職稱改革領導小組辦公室) and has 35 years in the exploration and mining industry.

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DETAILS OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX I

Mr. Liu began his mining career as a geological surveyor at Xingtai Qi Cun Iron Mine of Xingtai Steel and Iron Limited Company (邢臺鋼鐵有限責任公司邢臺綦村鐵礦). Between 1982 and 1999, he held various supervisory positions, including production dispatcher, head of production, tailing plant manager and deputy chief of logistics of the Xingtai Qi Cun Iron Mine. From November 1999 until joining our Group, Mr. Liu was the materials processing engineer in the smelting sub-plant of Xingtai Steel and Iron Limited Company (邢臺鋼鐵有限責任公司燒結分廠).

Save as disclosed above, in the three years preceding the Latest Practicable Date, Mr. Liu did not hold any directorship in other listed public companies or have any other major appointments.

Mr. Liu has entered into a service contract with the Company on 9 April 2010 for a fixed term of three years commencing from 9 April 2010, subject to retirement by rotation and eligible for re-election at annual general meetings of the Company pursuant to the Articles. Mr. Liu is entitled to a Director’s fee of RMB22,000 per month. Save for the Director’s fee, discretionary bonus and share options granted to him under the Pre-IPO Share Option Scheme, he is not expected to receive any other remuneration for holding his office as an executive Director. Mr. Lin’s annual emoluments as executive Director was determined with reference to the Company’s performance, his duties and responsibilities with the Company, and prevailing market conditions. For the financial year ended 31 December 2011, his emoluments comprised salaries and bonus of approximately RMB250,000.

As at the Latest Practicable Date, Mr. Liu was interested in 4,000,000 Shares within the meaning of Part XV of the SFO which are the Shares which may be allotted and issued to him upon exercise of his share options. Save as disclosed above, Mr. Liu does not have any relationship with any other Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company.

Mr. Liu has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Liu that need to be brought to the attention of the Shareholders.

Mr. Lam Wai Hon, Patrick , aged 49, has been appointed as a non-executive Director and the vice chairman of the Company since 20 May 2011. He is also a member of each of the Remuneration Committee and the Nomination Committee.

Mr. Lam is a Chartered Accountant by training and holds a Master of Business Administration Degree from The University of Edinburgh and a Bachelor Degree from The University of Essex, the United Kingdom. He is a fellow member of the Hong Kong Institute of Certified Public Accountants and the Institute of Chartered Accountants in England and Wales, and a member of the Institute of Chartered Accountants of Ontario, Canada.

Mr. Lam is presently the Assistant General Manager of NWD (stock code: 17) and an executive director of NWS (stock code: 659), both NWD and NWS are substantial shareholders of the Company. He is responsible for overseeing the services business of the NWS group of companies and managing the financial and human resources aspects of NWS.

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DETAILS OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX I

Mr. Lam is also a non-executive director of Wai Kee Holdings Limited (stock code: 610) and Road King Infrastructure Limited (stock code: 1098). Moreover, he was a non-executive director of Taifook Securities Group Limited (now known as Haitong International Securities Group Limited, stock code: 665) up to his resignation on 13 January 2010. He was also a director of Guangdong Baolihua New Energy Stock Co., Ltd., a listed company in the PRC, up to his resignation on 1 April 2011.

Save as disclosed above, in the three years preceding the Latest Practicable Date, Mr. Lam did not hold any directorship in other listed public companies or have any other major appointments.

Mr. Lam has entered into a letter of appointment with the Company on 20 May 2011 for a fixed term of three years commencing from the Listing Date, subject to retirement by rotation and eligible for re-election at annual general meetings of the Company pursuant to the Articles. Mr. Lam is entitled to a Director’s fee of HK$200,000 per annum. Save for the Director’s fee, he is not expected to receive any other remuneration for holding his office as a non-executive Director. Mr. Lam’s annual emoluments as non-executive Director was determined with reference to the Company’s performance, his duties and responsibilities with the Company, and prevailing market conditions. For the financial year ended 31 December 2011, his emoluments comprised a Director’s fee of approximately HK$124,000.

Save as disclosed above, Mr. Lam does not have any relationship with any other Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company. As at the Latest Practicable Date, Mr. Lam does not have any interests in Shares within the meaning of Part XV of the SFO.

On 13 March 2008, the Takeovers Executive of the Securities and Futures Commission issued a notice criticising NWS Financial Management Services Limited (“NWSFM”, an indirect wholly-owned subsidiary of NWS) and two of its directors for breaching Rule 31.3 of the Takeovers Code arising from NWSFM’s acquisition of shares in Taifook Securities Group Limited (now known as Haitong International Securities Group Limited). The breach was caused by an inadvertent miscalculation of the prescribed period under Rule 31.3 of the Takeovers Code. Mr. Lam is one of the directors who was under the aforesaid criticism.

Save as disclosed above, Mr. Lam has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Lam that need to be brought to the attention of the Shareholders.

Mr. Cheng Chi Ming, Brian , aged 29, has been appointed as a non-executive Director since 20 May 2011.

Mr. Cheng is an executive director of NWS (stock code: 659), a substantial shareholder of the Company. He is mainly responsible for overseeing the infrastructure business and the merger and acquisition affairs of the NWS group of companies. Moreover, he is currently a non-executive director of Haitong International Securities Group Limited (stock code: 665) and Fook Woo Group Holdings Limited (stock code: 923). He is also a director of Sino-French Holdings (Hong Kong) Limited, Sino-French Energy Development Company Limited, The Macao Water Supply Company Limited and a director of a number of companies in Mainland China.

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DETAILS OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX I

Moreover, Mr. Cheng was a non-executive director of Freeman Financial Corporation Limited (stock code: 279) up to his retirement on 30 August 2011.

Before joining NWS, Mr. Cheng had been working as a research analyst in the infrastructure and conglomerates sector for CLSA Asia Pacific Markets.

Mr. Cheng is the son of Dr. Cheng Kar Shun, Henry (the chairman and an executive director of NWD, stock code: 17, and NWS), the nephew of Mr. Doo Wai Hoi, William (the deputy chairman and a non-executive director of NWS) and the cousin of Mr. William Junior Guilherme Doo (an executive director of NWS).

Save as disclosed above, in the three years preceding the Latest Practicable Date, Mr. Cheng did not hold any directorship in other listed public companies or have any other major appointments.

Mr. Cheng has entered into a letter of appointment with the Company on 20 May 2011 for a fixed term of three years commencing from the Listing Date, subject to retirement by rotation and eligible for re-election at annual general meetings of the Company pursuant to the Articles. Mr. Cheng is entitled to a Director’s fee of HK$200,000 per annum. Save for the Director’s fee, he is not expected to receive any other remuneration for holding his office as a non-executive Director. Mr. Cheng’s annual emoluments as non-executive Director was determined with reference to the Company’s performance, his duties and responsibilities with the Company, and prevailing market conditions. For the financial year ended 31 December 2011, his emoluments comprised a Director’s fee of approximately HK$124,000.

Save as disclosed above, Mr. Cheng does not have any relationship with any other Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company. As at the Latest Practicable Date, Mr. Cheng does not have any interests in Shares within the meaning of Part XV of the SFO.

Mr. Cheng has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Cheng that need to be brought to the attention of the Shareholders.

Mr. Tsui King Fai , aged 62, has been appointed as an independent non-executive Director since 15 December 2010 and is the Chairman of the Audit Committee and a member of each of the Remuneration Committee and the Nomination Committee of the Company. He is also an independent non-executive director of Lippo Limited (stock code: 226), Lippo China Resources Limited (stock code: 156), Hongkong Chinese Limited (stock code: 655), China Aoyuan Property Group Limited (stock code: 3883) and Vinda International Holdings Limited (stock code: 3331).

Mr. Tsui graduated from the University of Houston with a Master of Science in Accountancy degree and a Bachelor of Business Administration degree with first class honors awarded in 1974 and 1973 respectively.

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DETAILS OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX I

Mr. Tsui is a fellow member of the Hong Kong Institute of Certified Public Accountants and a member of each of the Institute of Chartered Accountants in Australia and the American Institute of Certified Public Accountants. He has extensive experience in accounting, finance and investment management, particularly in investments in China. Mr. Tsui is presently a director and senior consultant of WAG Worldsec Corporate Finance Limited and he had worked for two of the “Big Four” audit firms in Hong Kong and the United States of America.

Save as disclosed above, in the three years preceding the Latest Practicable Date, Mr. Tsui did not hold any directorship in other listed public companies or have any other major appointments.

Mr. Tsui has entered into a letter of appointment with the Company on 15 December 2010 for a fixed term of three years commencing from the Listing Date, subject to retirement by rotation and eligible for re-election at annual general meetings of the Company pursuant to the Articles. Mr. Tsui is entitled to a Director’s fee of HK$200,000 per annum. Save for the Director’s fee and share options granted to him under the Pre-IPO Share Option Scheme, he is not expected to receive any other remuneration for holding his office as an independent non-executive Director. Mr. Tsui’s annual emoluments as independent non-executive Director was determined with reference to the Company’s performance, his duties and responsibilities with the Company, and prevailing market conditions. For the financial year ended 31 December 2011, his emoluments comprised a Director’s fee of approximately HK$200,000.

As at the Latest Practicable Date, Mr. Tsui was interested in 800,000 Shares within the meaning of Part XV of the SFO which are the Shares which may be allotted and issued to him upon exercise of his share options. Save as disclosed above, Mr. Tsui does not have any relationship with any other Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company.

Mr. Tsui has met the independence guidelines set out in Rule 3.13 of the Listing Rules and has submitted to the Stock Exchange a written confirmation concerning his independence to the Company. He has also given an annual confirmation of his independence to the Company. The Board, therefore, considers Mr. Tsui to be independent and believes that he should be re-elected.

Mr. Tsui has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Tsui that need to be brought to the attention of the Shareholders.

Mr. Lee Kwan Hung , aged 46, has been appointed as an independent non-executive Director since 15 December 2010 and is the Chairman of each of the Remuneration Committee and the Nomination Committee and a member of the Audit Committee of the Company. He is also an independent non-executive director of Yuexiu REIT Asset Management Limited (formerly known as GZI REIT Asset Management Limited, stock code: 405), Embry Holdings Limited (stock code: 1388), NetDragon Websoft Inc. (stock code: 777), Asia Cassava Resources Holdings Limited (stock code: 841), Futong Technology Development Holdings Limited (stock code: 465), New Universe International Group Limited (stock code: 8068), Walker Group Holdings Limited (stock code: 1386), Tenfu (Cayman) Holdings Company Limited (stock code: 6868) and Far East Holdings International Limited (stock code: 36).

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APPENDIX I DETAILS OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

Mr. Lee holds a Bachelor of Laws (Honours) degree and Postgraduate Certificate in Laws from the University of Hong Kong. He was admitted as a solicitor in Hong Kong and the United Kingdom and is a practising lawyer. Between 1993 and 1994, Mr. Lee was a senior manager in the Listing Division of the Hong Kong Stock Exchange.

Mr. Lee had been a non-executive director of GST Holdings Limited prior to its privatization on 18 December 2009.

Save as disclosed above, in the three years preceding the Latest Practicable Date, Mr. Lee did not hold any directorship in other listed public companies or have any other major appointments.

Mr. Lee has entered into a letter of appointment with the Company on 15 December 2010 for a fixed term of three years commencing from the Listing Date, subject to retirement by rotation and eligible for re-election at annual general meetings of the Company pursuant to the Articles. Mr. Lee is entitled to a Director’s fee of HK$200,000 per annum. Save for the Director’s fee and share options granted to him under the Pre-IPO Share Option Scheme, he is not expected to receive any other remuneration for holding his office as an independent non-executive Director. Mr. Lee’s annual emoluments as independent non-executive Director was determined with reference to the Company’s performance, his duties and responsibilities with the Company, and prevailing market conditions. For the financial year ended 31 December 2011, his emoluments comprised a Director’s fee of approximately HK$200,000.

As at the Latest Practicable Date, Mr. Lee was interested in 800,000 Shares within the meaning of Part XV of the SFO which are the Shares which may be allotted and issued to him upon exercise of his share options. Save as disclosed above, Mr. Lee does not have any relationship with any other Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company.

Mr. Lee has met the independence guidelines set out in Rule 3.13 of the Listing Rules and has submitted to the Stock Exchange a written confirmation concerning his independence to the Company. He has also given an annual confirmation of his independence to the Company. The Board, therefore, considers Mr. Lee to be independent and believes that he should be re-elected.

Mr. Lee has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Lee that need to be brought to the attention of the Shareholders.

Mr. Wu Wai Leung, Danny , aged 51, has been appointed as an independent non-executive Director since 25 January 2011 and is a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee of the Company.

Mr. Wu graduated from the University of Hong Kong with a Bachelor’s degree in social sciences in 1985.

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DETAILS OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX I

Mr. Wu has over 20 years of experience in investing and business operations in Asia. Since 2003, Mr. Wu has been a director of First U.S. Capital Limited which engages in early stage investment, and investment advisory services to small and medium enterprises in Asia, with a focus in transportation, resource, manufacturing, technology and telecommunication companies. From 1985 to 2002, Mr. Wu served various management positions in Hong Kong Trade Development Council, the Hong Kong office of Quanta Industries Ltd., Sino-Wood Partners, Limited (whose holding company, Sino-Forest Corporation, was listed on the Toronto Stock Exchange) and had been a director of Sino Automotive Parts Limited. Between 2003 and 2006, Mr. Wu was appointed as the Economic Advisor of Weifang Municipal Overseas Investment Promotion Bureau, Shandong Province, the PRC.

Save as disclosed above, in the three years preceding the Latest Practicable Date, Mr. Wu did not hold any directorship in other listed public companies or have any other major appointments.

Mr. Wu has entered into a letter of appointment with the Company on 25 January 2011 for a fixed term of three years commencing from the Listing Date, subject to retirement by rotation and eligible for re-election at annual general meetings of the Company pursuant to the Articles. Mr. Wu is entitled to a Director’s fee of HK$200,000 per annum. Save for the Director’s fee and share options granted to him under the Pre-IPO Share Option Scheme, he is not expected to receive any other remuneration for holding his office as an independent non-executive Director. Mr. Wu’s annual emoluments as independent non-executive Director was determined with reference to the Company’s performance, his duties and responsibilities with the Company, and prevailing market conditions. For the financial year ended 31 December 2011, his emoluments comprised a Director’s fee of approximately HK$187,000.

As at the Latest Practicable Date, Mr. Wu was interested in 800,000 Shares within the meaning of Part XV of the SFO which are the Shares which may be allotted and issued to him upon exercise of his share options. Save as disclosed above, Mr. Wu does not have any relationship with any other Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company.

Mr. Wu has met the independence guidelines set out in Rule 3.13 of the Listing Rules and has submitted to the Stock Exchange a written confirmation concerning his independence to the Company. He has also given an annual confirmation of his independence to the Company. The Board, therefore, considers Mr. Wu to be independent and believes that he should be re-elected.

Mr. Wu has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Wu that need to be brought to the attention of the Shareholders.

– 18 –

DETAILS OF THE PROPOSED DIRECTOR STANDING FOR ELECTION

APPENDIX II

The particulars of Dr. Cheng Kar Shun are as follows:

Dr. Cheng Kar Shun , aged 65, is the chairman and executive director of NWD (stock code: 17), NWS (stock code: 659), International Entertainment Corporation (stock code: 1009) and Chow Tai Fook Jewellery Group Limited (stock code: 1929), the chairman and managing director of New World China Land Limited (stock code: 917), the chairman and non-executive director of New World Department Store China Limited (stock code: 825), an independent non-executive Director of HKR International Limited (stock code: 480) and a non-executive Director of Lifestyle International Holdings Limited (stock code: 1212). He was the chairman and executive director of Haitong International Securities Group Limited (stock code: 665, formerly known as Taifook Securities Group Limited) up to his resignation on 13 January 2010.

Dr. Cheng is a director of Cheng Yu Tung Family (Holdings) Limited, Cheng Yu Tung Family (Holdings II) Limited, Chow Tai Fook Capital Limited, Chow Tai Fook (Holding) Limited (formerly known as Centennial Success Limited) and Chow Tai Fook Enterprises Limited, all of them as well as NWD and NWS are substantial shareholders of the Company. He is also the managing director of New World Hotels (Holdings) Limited.

Dr. Cheng is the chairman of the Advisory Council for The Better Hong Kong Foundation and a standing committee member of the Eleventh Chinese People’s Political Consultative Conference of the PRC. In 2001, he was awarded a Gold Bauhinia Star by the Government of the HKSAR.

Save as disclosed above, in the three years preceding the Latest Practicable Date, Dr. Cheng did not hold any directorship in other listed public companies or have any other major appointments.

Dr. Cheng is the father of Mr. Cheng Chi Ming, Brian (a non-executive Director of the Company and an executive director of NWS), the brother-in-law of Mr. Doo Wai Hoi, William (the deputy chairman and a non-executive director of NWS) and the uncle of Mr. William Junior Guilherme Doo (an executive director of NWS).

Dr. Cheng will enter into a letter of appointment with the Company for a fixed term of three years commencing from 23 May 2012, subject to the approval of the Shareholders at the AGM and to the retirement by rotation and eligible for re-election at annual general meetings of the Company pursuant to the Articles. Dr. Cheng will be entitled to a Director’s fee of HK$250,000 per annum. Save for the Director’s fee, he is not expected to receive any other remuneration for holding his office as a nonexecutive Director. Dr. Cheng’s annual emoluments as non-executive Director has been recommended by the Remuneration Committee and approved by the Board with reference to the Company’s performance, his duties and responsibilities with the Company and prevailing market conditions. The director’s remuneration of Dr. Cheng will be subject to annual review by the Remuneration Committee.

Save as disclosed above, Dr. Cheng does not have any relationship with any other Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company. As at the Latest Practicable Date, Dr. Cheng does not have any interests in Shares within the meaning of Part XV of the SFO.

Dr. Cheng has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Dr. Cheng that need to be brought to the attention of the Shareholders.

– 19 –

EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE

APPENDIX III

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with all information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Share Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,000,000,000 Shares.

Subject to the passing of the ordinary resolution granting the proposed Share Repurchase Mandate as set out in item 5(1) of the notice of the AGM and on the basis that no further Shares are issued or repurchased before the AGM, the Directors would be authorised to exercise the power of the Company under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, an aggregate nominal amount of a maximum of 400,000,000 Shares, representing 10% of the aggregate nominal amount of Shares in issue as at the date of the AGM.

2. REASONS FOR REPURCHASE

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

3. FUNDING OF REPURCHASE

Repurchases of Shares pursuant to the proposed Share Repurchase Mandate would be financed out of funds legally available for such purpose in accordance with the Memorandum and Articles of the Company, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

Repurchases will be funded from the Company’s available cash flow or working capital facilities.

4. IMPACT OF REPURCHASE

There might be a material adverse impact on the working capital and/or gearing position of the Company (as compared with the financial position disclosed in the latest audited accounts contained in the annual report of the Company for the year ended 31 December 2011) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent and in circumstances that would have a material adverse impact on the working capital or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE

APPENDIX III

5. SHARE PRICES

The highest and lowest prices per Share at which Shares traded on the Stock Exchange during each of the months from the Listing Date, and up to the Latest Practicable Date were as follows:

	Highest	Lowest
Month	Price	Price
	HK$	HK$
2011
July(since 4 July)	1.95	1.45
August	1.79	1.22
September	1.42	0.91
October	1.04	0.80
November	1.09	0.86
December	1.08	0.86
2012
January	0.98	0.85
February	0.98	0.84
March	0.92	0.71
April(up to the Latest Practicable Date)	0.83	0.72

6. EFFECT OF TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

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EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE

APPENDIX III

If the Repurchase Mandate were exercised in full, the shareholding percentage of the Substantial Shareholders, who have an interest in 10% or more of the issued share capital of the Company as at the Latest Practicable Date, before and after such repurchase would be as follows:

				Percentage of
				shareholding if
				Share
				Repurchase
				Mandate
		Number of	Percentage of	is exercised
Name of Shareholder	Notes	Shares held	shareholdings	in full
Cheng Yu Tung Family (Holdings) Limited	1	1,920,000,000	48%	53.33%
Cheng Yu Tung Family (Holdings II) Limited	2	1,920,000,000	48%	53.33%
Chow Tai Fook Capital Limited	3	1,920,000,000	48%	53.33%
Chow Tai Fook (Holding) Limited	4	1,920,000,000	48%	53.33%
(Formerly known as
Centennial Success Limited)
Chow Tai Fook Enterprises Limited	5	1,920,000,000	48%	53.33%
New World Development Company Limited	6	1,920,000,000	48%	53.33%
NWS Holdings Limited	7	1,920,000,000	48%	53.33%
NWS Resources Limited	7	1,920,000,000	48%	53.33%
NWS Mining Limited	7	1,920,000,000	48%	53.33%
Modern Global Holdings Limited	7	1,920,000,000	48%	53.33%
Perfect Move Limited	7	1,920,000,000	48%	53.33%
Faithful Boom Investments Limited	7	1,920,000,000	48%	53.33%
Mak Siu Hang, Viola	8	1,080,000,000	27%	30.00%
VMS Investment Group Limited	8	1,080,000,000	27%	30.00%
Fast Fortune Holdings Limited	8	1,080,000,000	27%	30.00%

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EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE

APPENDIX III

Notes:

(1) Cheng Yu Tung Family (Holdings) Limited holds 48.98% direct interest in Chow Tai Fook Capital Limited (“CTF Capital”) and is accordingly deemed to have an interest in the Shares interested by or deemed to be interested by CTF Capital.
(2) Cheng Yu Tung Family (Holdings II) Limited holds 46.65% direct interest in CTF Capital and is accordingly deemed to have an interest in the Shares interested by or deemed to be interested by CTF Capital.
(3) CTF Capital holds 74.07% direct interest in Chow Tai Fook (Holding) Limited (formerly known as Centennial Success Limited) (“CTF Holding”) and is accordingly deemed to have an interest in the Shares interested by or deemed to be interested by CTF Holding.
(4) CTF Holding holds 100% direct interest in Chow Tai Fook Enterprises Limited (“CTF Enterprises”) and is accordingly deemed to have an interest in the Shares interested by or deemed to be interested by CTF Enterprises.
(5) CTF Enterprises, together with its subsidiaries, hold more than one-third of the issued shares of NWD and is accordingly deemed to have an interest in the Shares interested by or deemed to be interested by NWD.
(6) NWD holds approximately 60.1% direct interest in NWS and is accordingly deemed to have an interest in the Shares interested by or deemed to be interested by NWS.
(7) NWS holds a 100% direct interest in NWS Resources Limited (“NWS Resources”), which holds a 100% direct interest in NWS Mining Limited (“NWS Mining”). NWS Mining holds a 100% interest in Modern Global Holdings Limited (“Modern Global”), which holds a 100% direct interest in Perfect Move Limited (“Perfect Move”). Faithful Boom Investments Limited (“Faithful Boom”) is a wholly-owned subsidiary of Perfect Move. Therefore, NWS, NWS Resources, NWS Mining, Modern Global and Perfect Move are deemed to be interested in all the Shares held by or deemed to be interested by Faithful Boom.
(8) Fast Fortune Holdings Limited (“Fast Fortune”) is a subsidiary of VMS Investment Group Limited (“VMS”). Ms. Mak Siu Hang, Viola holds a 100% direct interest in VMS. Therefore, Ms. Mak Siu Hang, Viola and VMS are deemed to be interested in all the Shares held by or deemed to be interested by Fast Fortune.

In the event that the Share Repurchase Mandate is exercised in full and assuming that no Shares are issued or repurchased between the Latest Practicable Date and the date of repurchase, the shareholding of these Shareholders in the Company would be increased to approximately the respective percentage as shown in the last column of the table above. Such increases will give rise to an obligation to make a mandatory offer for all the issued Shares under Rules 26 and 32 of the Takeovers Code. However, the Directors will not exercise the Share Repurchase Mandate to such an extent that would give rise to the mandatory offer obligation or that the amount of Shares held by the public would be reduced to less than 25% of the issued share capital of the Company.

7. SHARE REPURCHASE MADE BY THE COMPANY

During the 6 months immediately prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).

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APPENDIX III EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE

8. UNDERTAKING OF THE DIRECTORS

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective associates (as defined in the Listing Rules) has any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any connected persons of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands and in accordance with the regulations set out in the memorandum and articles of association of the Company.

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX IV

Details of the proposed amendments to the Articles are set out as follows:

1. Article 5

The original Article 5 which provides:

“5. The capital of the Company at the date on which these Articles come into effect is HK$1,000,000,000.00 divided into 10,000,000,000 shares of a nominal or par value of US$0.10 each.”

is proposed to be amended as follows:

“5. The capital of the Company at the date on which these Articles come into effect is HK$1,000,000,000.00 divided into 10,000,000,000 shares of a nominal or par value of HK$0.10 each.”

2. New Articles 11A and 11B

It is proposed that the following new Articles 11A and 11B be added after the existing Article 11:

“11A. The Board of Directors may accept the surrender for no consideration of any fully paid share.”
“11B. For so long as any shares are listed on the Stock Exchange, title to such listed shares may be evidenced and transferred in accordance with the Listing Rules that are or shall be applicable to such listed shares. The register of members maintained by the Company in respect of such listed shares (whether the principal register or a branch register) may be kept by recording the particulars required by Section 40 of the Companies Law in a form otherwise than legible (provided it is capable of being reproduced in a legible form) if such recording otherwise complies with the Listing Rules that are or shall be applicable to such listed shares.”

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX IV

3. Article 46

The original Article 46 which provides:

“46. The registration of transfers may, on 14 days’ notice being given by advertisement published on the Stock Exchange’s website, or, subject to the Listing Rules, by electronic communication in the manner in which notices may be served by the Company by electronic means as herein provided or by advertisement published the newspapers, be suspended and the Register closed at such times for such periods as the Directors may from time to time determine, provided always that such registration shall not be suspended or the Register closed for more than 30 days in any year (or such longer period as the Members may by Ordinary Resolution determine provided that such period shall not be extended beyond 60 days in any year).”

is proposed to be amended as follows:

“46. The registration of transfers may, on 14 days’ notice or such shorter notice in the case of a rights issue as is permitted by the Listing Rules from time to time being given by advertisement published on the Stock Exchange’s website, or, subject to the Listing Rules, by electronic communication in the manner in which notices may be served by the Company by electronic means as herein provided or by advertisement published the newspapers, be suspended and the Register closed at such times for such periods as the Directors may from time to time determine, provided always that such registration shall not be suspended or the Register closed for more than 30 days in any year (or such longer period as the Members may by Ordinary Resolution determine provided that such period shall not be extended beyond 60 days in any year).”

4. New Article 46A

It is proposed that the following new Article 46A be added after the existing Article 46:

“46A. Notwithstanding Articles 39 and 40, transfers of shares which are listed on the Stock Exchange may be effected by any method of transferring or dealing in securities permitted by the Listing Rules and which has been approved by the Board for such purpose.”

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX IV

5. Article 63

The original Article 63 which provides:

“63. For the purpose of determining those Members that are entitled to receive notice of, attend or vote at any meeting of Members or any adjournment thereof, or those Members that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Member for any other purpose, the Directors may provide that the Register shall be closed for transfers for a stated period which shall not exceed in any case 30 days in each year (unless extended by Ordinary Resolution of Members, in which case the Register may be closed for transfers for a maximum period of 60 days in any year). If the Register shall be so closed for the purpose of determining those Members that are entitled to receive notice of, attend or vote at a meeting of Members the Register shall be so closed for at least 10 days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register.”

is proposed to be amended as follows:

“63. For the purpose of determining those Members that are entitled to receive notice of, attend or vote at any meeting of Members or any adjournment thereof, or those Members that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Member for any other purpose, the Directors may provide on giving notice within the periods prescribed by the Listing Rules from time to time that the Register shall be closed for transfers for a stated period which shall not exceed in any case 30 days in each year (unless extended by Ordinary Resolution of Members, in which case the Register may be closed for transfers for a maximum period of 60 days in any year).”

6. Article 82

The original Article 82 which provides:

“82. If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a Special Resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon. At any general meeting a resolution put to the vote of the meeting is to be decided by way of a poll.”

is proposed to be amended as follows:

“82. If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a Special Resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon. At any general meeting a resolution put to the vote of the meeting is to be decided by way of a poll, save and except such resolution as is permitted under the Listing Rules to be voted on by a show of hands.”

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX IV

7. Article 83

The original Article 83 which provides:

“83. Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. At any general meeting a resolution put to the vote of the meeting is to be decided by way of a poll.”

is proposed to be amended as follows:

“83. Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a show of hands, every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote, and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. At any general meeting a resolution put to the vote of the meeting is to be decided by way of a poll, save and except such resolution as is permitted under the Listing Rules to be voted on by a show of hands.”

8. Article 99(2)

The original Article 99(2) which provides:

“99(2). If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)).”

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX IV

is proposed to be amended as follows:

“99(2). If a clearing house (or its nominee(s)), being a corporation, is a Member, it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) including, where a show of hands is allowed, the right to vote individually on a show of hands, notwithstanding any contrary provision contained in these Articles.”

9. Article 101(1)

The original Article 101(1) which provides:

“101(1). Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than three. There shall be no maximum number of Directors unless otherwise determined from time to time by the Members in general meeting. Subject to Article 138 but notwithstanding any other provision in these Articles, at least three of the Board of Directors shall be Independent Non-Executive Directors. The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them and thereafter in accordance with Article 106 and shall hold office until their successors are elected or appointed.”

is proposed to be amended as follows:

“101(1). Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than three. There shall be no maximum number of Directors unless otherwise determined from time to time by the Members in general meeting. Subject to Article 138 but notwithstanding any other provision in these Articles, at least three Directors who also represent at least one-third of the Board of Directors, or such other number of Directors as required under the Listing Rules from time to time, shall be Independent Non-Executive Directors. The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them and thereafter in accordance with Article 106 and shall hold office until their successors are elected or appointed. The reelection of an Independent Non-Executive Director who has held such office for more than nine years shall require separate approval of the Members in general meeting by way of an ordinary resolution and/or any other requirements as may be prescribed by the Listing Rules or any applicable laws or regulations from time to time. The Board of Directors shall provide reasons to the Members prior to the general meeting as to why it believes such Independent Non-Executive Director is still independent and should be re-elected.”

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX IV

10. Article 101(2)

The original Article 101(2) which provides:

“101(2). Subject to these Articles and the Companies Law, the Company may by Ordinary Resolution elect any person to be a Director either to fill a casual vacancy on the Board of Directors, or as an addition to the existing Board of Directors provided that at least three of the Board of Directors shall be Independent Non-Executive Directors.”

is proposed to be amended as follows:

“101(2). Subject to these Articles and the Companies Law, the Company may by Ordinary Resolution elect any person to be a Director either to fill a casual vacancy on the Board of Directors, or as an addition to the existing Board of Directors provided that at least three Directors who also represent at least one-third of the Board of Directors, or such other number of Directors as required under the Listing Rules from time to time, shall be Independent Non-Executive Directors.”

11. Article 101(3)

The original Article 101(3) which provides:

“101(3). The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board of Directors or as an addition to the existing Board of Directors provided that at least three of the Board of Directors shall be Independent Non-Executive Directors. Any Director so appointed by the Board of Directors shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.”

is proposed to be amended as follows:

“101(3). The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board of Directors or as an addition to the existing Board of Directors provided that at least three Directors who also represent at least one-third of the Board of Directors, or such other number of Directors as required under the Listing Rules from time to time, shall be Independent Non-Executive Directors. Any Director so appointed by the Board of Directors shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.”

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX IV

12. Article 115(1)(v)

The original Article 115(1)(v) which provides:

“115(1)(v). any proposal, contract or arrangement concerning any other company in which the Director or his associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or a shareholder or in which the Director and any of his associate(s) are not in aggregate beneficially interested in 5 per cent, or more of the issued shares or of the voting rights of any class of shares of such company (or of any third company through which his interest or that of any of his associate is derived); or”

is proposed to be amended as follows:

“115(1)(v). [INTENTIONALLY DELETED]”

13. Article 115(2)

The original Article 115(2) which provides:

“115(2). A company shall be deemed to be a company in which a Director and/or his associate(s) owns 5 per cent, or more if and so long as (but only if and so long as) he and/or his associate(s), (either directly or indirectly) are the holders of or beneficially interested in 5 per cent or more of any class of the equity share capital of such company or of the voting rights available to members of such company (or of any third company through which his interest or that of any of his associate(s) is derived). For the purpose of this paragraph there shall be disregarded any shares hold by a Director or his associate(s) as bare or custodian trustee and in which he or any of them has no beneficial interest, any shares comprised in a trust in which the interest of the Director or his associate(s) is/are in reversion or remainder if and as long as some other person is entitled to receive the income thereof, and any shares comprised in an authorised unit trust scheme in which the Director or his associate(s) is/are interested only as a unit holder.”

is proposed to be amended as follows:

“115(2). [INTENTIONALLY DELETED]”

14. Article 115(3)

The original Article 115(3) which provides:

“115(3). Where a company in which a Director and/or his associate(s) holds 5 per cent, or more is materially interested in a transaction, then that Director and/or his associate(s) shall also be deemed materially interested in such transaction.”

is proposed to be amended as follows:

“115(3). [INTENTIONALLY DELETED]”

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX IV

15. Article 119

The original Article 119 which provides:

“119. The Directors may appoint a Secretary (and if need be an Assistant Secretary or Assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or Assistant Secretary so appointed by the Directors may be removed by the Directors.”

is proposed to be amended as follows:

“119. The Directors, or as required by the Listing Rules from time to time, may appoint a Secretary (and if need be an Assistant Secretary or Assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or Assistant Secretary so appointed by the Directors may be removed by the Directors, or in such way as required by the Listing Rules from time to time.”

16. Article 133

The original Article 113 which provides:

“133. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed, if there be two or more Directors shall be two, and if there be one Director the quorum shall be one. A Director represented by proxy or by an Alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present.”

is proposed to be amended as follows:

“133. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed, if there be two or more Directors shall be two, and if there be one Director the quorum shall be one. A Director represented by an Alternate Director at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present.”

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX IV

17. Article 137

The original Article 137 which provides:

“137. A resolution signed by all the Directors except such as are temporarily unable to act through ill-health or disability, and all the alternate Directors, if appropriate, whose appointors are temporarily unable to act as aforesaid shall (provided that such number is sufficient to constitute a quorum and further provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these Articles) shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted. When signed a resolution may consist of several documents each signed by one or more of the Directors.”

is proposed to be amended as follows:

“137. A resolution signed by all the Directors except such as are temporarily unable to act through ill-health or disability, and all the alternate Directors, if appropriate, whose appointors are temporarily unable to act as aforesaid shall (provided that such number is sufficient to constitute a quorum and further provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these Articles) shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted. Notwithstanding the foregoing, a resolution in writing shall not be passed in lieu of a meeting of the Board of Directors for the purposes of considering any matter or business in which a substantial shareholder (as defined under the Listing Rules) of the Company or a Director has a conflict of interest and the Board of Directors has determined prior to the passing of such resolution that such conflict of interest is material. When signed a resolution may consist of several documents each signed by one or more of the Directors.”

18. Article 138(b)

The original Article 138(b) which provides:

“138(b). without prejudice to paragraph (a) of this Article, if the Board of Directors ceases to include at least three Independent Non-Executive Directors, the continuing Director(s) shall continue to manage the business of the Company in all respects pursuant to Article 116 and to exercise all powers, discretions and duties of the Directors under these Articles, provided that the continuing Director(s) shall be required to use all reasonable endeavours to appoint or procure the appointment of at least such number of Independent Non-Executive Directors as shall result in at least three of the Board of Directors consisting of Independent Non-Executive Directors in accordance with Article 101(1).”

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX IV

is proposed to be amended as follows:

“138(b). without prejudice to paragraph (a) of this Article, if the Board of Directors ceases to include at least three Independent Non-Executive Directors or such number of Independent Non-Executive Directors as constitutes at least one-third of the Board of Directors, the continuing Director(s) shall continue to manage the business of the Company in all respects pursuant to Article 116 and to exercise all powers, discretions and duties of the Directors under these Articles, provided that the continuing Director(s) shall be required to use all reasonable endeavours to appoint or procure the appointment of at least such number of Independent Non-Executive Directors as shall result in at least three Directors who also represent at least onethird of the Board of Directors being Independent Non-Executive Directors in accordance with Article 101(1).”

19. Article 158(1)

The original Article 158 which provides:

“158(1). At the annual general meeting or at a subsequent extraordinary general meeting in each year, the Members shall appoint an Auditor to audit the accounts of the Company and such auditor shall hold office until the next annual general meeting. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.”

is proposed to be amended as follows:

“158(1). At the annual general meeting or at a subsequent annual or extraordinary general meeting in each year, the Members shall appoint an Auditor to audit the accounts of the Company and such auditor shall hold office until the next annual general meeting subject to the power of removal of the Auditor by the Members at a general meeting in accordance with paragraph (2) of this Article. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.”

20. Article 175

The original Article 175 which provides:

“175. Any notice given by electronic means as provided herein shall be deemed to have been served and delivered on the day following that on which it is successfully transmitted or at such later time as may be prescribed by the Listing Rules or any applicable laws or regulations.”

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PROPOSED AMENDMENTS TO THE ARTICLES

APPENDIX IV

is proposed to be amended as follows:

“175. Any notice given by electronic means as provided herein shall be deemed to have been served and delivered on the day on which it is successfully transmitted or at such other time as may be prescribed by the Listing Rules or any applicable laws or regulations.”

21. New Article 185

It is proposed that the following new Article 185 be added after Article 184:

“TRANSFER BY WAY OF CONTINUATION”

“185. The Company shall, subject to the provisions of the Companies Law and with the approval of a special resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.”

22. New Article 186

It is proposed that the following new Article 186 be added after the new Article 185:

“MERGERS AND CONSOLIDATIONS”

“186. The Company shall, with the approval of a special resolution, have the power to merge or consolidate with one or more constituent companies (as defined in the Companies Law), upon such terms as the Directors may determine.”

23. New Article 187

It is proposed that the original Article 185 be renumbered as the new Article 187 and be placed after the new Article 186.

24. New Article 188

It is proposed that the following new Article 188 be added after the new Article 187:

“INFORMATION”

“188. Unless in the context of disclosure during litigation, no Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors will be inexpedient in the interests of the Members of the Company to communicate to the public.”

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [177 x 39] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1231)

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN THAT an Annual General Meeting of Newton Resources Ltd (the “Company”) will 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. for the following purposes:

ORDINARY RESOLUTIONS

To receive and consider the audited consolidated financial statements of the Company and the reports of the directors and independent auditors for the year ended 31 December 2011.
(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. Cheng Chi Ming, Brian as a non-executive director of the Company.
(8) To re-elect Mr. Tsui King Fai as an independent non-executive director of the Company.
(9) To re-elect Mr. Lee Kwan Hung as an independent non-executive director of the Company.
(10) To re-elect Mr. Wu Wai Leung, Danny as an independent non-executive director of the Company.
(11) To authorise the board of directors of the Company to fix the directors’ remuneration.
(1) To elect Dr. Cheng Kar Shun as a non-executive director of the Company.
(2) To elect Dr. Cheng Kar Shun as the chairman of the board of directors of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

To re-appoint Messrs. Ernst & Young as the auditors of the Company and to authorise the board of directors of the Company to fix their remuneration.
As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:
(1) “ THAT :
- (a) subject to paragraph (b) of this resolution, a general mandate be and is hereby generally and unconditionally given to the directors of the Company (the “Directors”) to exercise all the powers of the Company during the Relevant Period (as hereinafter defined) to repurchase its shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws, rules and regulations including but not limited to the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or that of any other stock exchange as amend from time to time;
- (b) the total nominal amount of shares of the Company to be repurchased by the Company pursuant to the mandate in paragraph (a) of this resolution shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution and the said mandate shall be limited accordingly; and
- (c) for the purposes of this resolution:

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

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

(2) “ THAT :

(a) subject to paragraph (c) of this resolution, a general mandate be and is hereby generally and unconditionally approved and given to the Directors during the Relevant Period (as hereinafter defined) to allot, issue and deal with additional shares in the capital of the Company or securities convertible into such shares or options, warrants, or similar rights to subscribe for any shares or convertible securities and to make or grant offers, agreements and options which would or might require the exercise of such powers;
(b) the mandate in paragraph (a) of this resolution shall authorize the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the mandate in paragraph (a) of this resolution, otherwise than pursuant to:
(i) a Rights Issue (as hereinafter defined);
(ii) the exercise of any conversion rights attaching to any securities which are convertible into shares of the Company;
(iii) the exercise of the rights under any option scheme of the Company or similar arrangement for the time being adopted for the grant or issue to Directors and/or employees of the Company and/or any of its subsidiaries of options to subscribe for, or rights to acquire, shares of the Company; or
(iv) any issue of shares as scrip dividends or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on the shares of the Company in accordance with the articles of association of the Company from time to time,

shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company in issue on the date of the passing of this resolution and the said mandate shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

(d) for the purposes of this resolution:

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

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

“Right Issue” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register of members 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 any relevant jurisdiction or the requirements of any recognised regulatory body or any stock exchange).”

(3) “ THAT conditional upon the passing of the ordinary resolutions set out in items 5(1) and 5(2) of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 5(2) of the Notice be and is hereby extended by the addition to the aggregate nominal amount of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of an amount representing the aggregate nominal amount of shares of the Company repurchased by the Company pursuant to the mandate referred to in resolution set out in item 5(1) of the Notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution.”

SPECIAL RESOLUTIONS

To consider and, if thought fit, pass with or without modification the following special resolutions:
(1) “ THAT the articles of association of the Company (the “Articles”) currently in effect be amended in the following manner:

(a) Article 5

By deleting the words “US$0.10 each” and substituting therewith the words “HK$0.10 each”;

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NOTICE OF ANNUAL GENERAL MEETING

(b) By adding the following new Articles 11A and 11B after the existing Article 11:
“11A.The Board of Directors may accept the surrender for no consideration of any fully paid share.”;
“11B. For so long as any shares are listed on the Stock Exchange, title to such listed shares may be evidenced and transferred in accordance with the Listing Rules that are or shall be applicable to such listed shares. The register of members maintained by the Company in respect of such listed shares (whether the principal register or a branch register) may be kept by recording the particulars required by Section 40 of the Companies Law in a form otherwise than legible (provided it is capable of being reproduced in a legible form) if such recording otherwise complies with the Listing Rules that are or shall be applicable to such listed shares.”;

(c) Article 46

By adding the following words in the first line of the existing Article 46 after the words “on 14 days’ notice”:

“or such shorter notice in the case of a rights issue as is permitted by the Listing Rules from time to time”;

(d) By adding the following new Article 46A after the existing Article 46:

“46A.Notwithstanding Articles 39 and 40, transfers of shares which are listed on the Stock Exchange may be effected by any method of transferring or dealing in securities permitted by the Listing Rules and which has been approved by the Board for such purpose.”;

(e) Article 63

By adding the following words in the fourth line of the existing Article 63 after the words “the Directors may provide”:

“on giving notice within the periods prescribed by the Listing Rules from time to time”;

By deleting the last sentence of the existing Article 63 which provides that “If the Register shall be so closed for the purpose of determining those Members that are entitled to receive notice of, attend or vote at a meeting of Members the Register shall be so closed for at least 10 days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register.”;

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NOTICE OF ANNUAL GENERAL MEETING

(f) Article 82

By adding the following words in the last line of the existing Article 82 after the words “to be decided by way of a poll”:

“, save and except such resolution as is permitted under the Listing Rules to be voted on by a show of hands”;

(g) Article 83

By adding the following words in the second line of the existing Article 83 after the words “at any general meeting”:

“on a show of hands, every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote, and”;

By adding the following words in the last line of the existing Article 83 after the words “to be decided by way of a poll”:

“, save and except such resolution as is permitted under the Listing Rules to be voted on by a show of hands”;

(h) Article 99(2)

By adding the following words in the last line of the existing Article 99(2) after the words “(or its nominee(s))”:

“including, where a show of hands is allowed, the right to vote individually on a show of hands, notwithstanding any contrary provision contained in these Articles”;

(i) Article 101(1)

By adding the following words in the fifth line of the existing Article 101(1) after the words “at least three”:

“Directors who also represent at least one-third”;

By adding the following words in the fifth line of the existing Article 101(1) after the words “of the Board of Directors”:

“, or such other number of Directors as required under the Listing Rules from time to time,”;

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NOTICE OF ANNUAL GENERAL MEETING

By adding the following words after the last sentence of the existing Article 101(1):

“The re-election of an Independent Non-Executive Director who has held such office for more than nine years shall require separate approval of the Members in general meeting by way of an ordinary resolution and/or any other requirements as may be prescribed by the Listing Rules or any applicable laws or regulations from time to time. The Board of Directors shall provide reasons to the Members prior to the general meeting as to why it believes such Independent Non-Executive Director is still independent and should be re-elected.”;

(j) Article 101(2)

By adding the following words in the last line of the existing Article 101(2) after the words “at least three”:

“Directors who also represent at least one-third”;

By adding the following words in the last line of the existing Article 101(2) after the words “of the Board of Directors”:

“, or such other number of Directors as required under the Listing Rules from time to time,”;

(k) Article 101(3)

By adding the following words in the third line of the existing Article 101(3) after the words “at least three”:

“Directors who also represent at least one-third”;

By adding the following words in the fourth line of the existing Article 101(3) after the words “Directors” and before the words “shall be Independent NonExecutive Directors”:

“, or such other number of Directors as required under the Listing Rules from time to time,”;

(l) Article 115(1)(v)

By deleting paragraph (v) of the existing Article 115(1) in its entirety and replacing with the words “[INTENTIONALLY DELETED]”;

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NOTICE OF ANNUAL GENERAL MEETING

(m) Article 115(2)

By deleting paragraph (2) of the existing Article 115 in its entirety and replacing with the words “[INTENTIONALLY DELETED]”;

(n) Article 115(3)

By deleting paragraph (3) of the existing Article 115 in its entirety and replacing with the words “[INTENTIONALLY DELETED]”;

(o) Article 119

By adding the following words in the first line of the existing Article 119 after the words “The Directors,”:

“or as required by the Listing Rules from time to time,”;

By adding the following words in the last line of the existing Article 119 after the words “may be removed by the Directors”:

“, or in such way as required by the Listing Rules from time to time”;

(p) Article 133

By deleting the words “by proxy or” in the third line of the existing Article 133;

(q) Article 137

By adding the following before the last sentence of the existing Article 137:

“Notwithstanding the foregoing, a resolution in writing shall not be passed in lieu of a meeting of the Board of Directors for the purposes of considering any matter or business in which a substantial shareholder (as defined under the Listing Rules) of the Company or a Director has a conflict of interest and the Board of Directors has determined prior to the passing of such resolution that such conflict of interest is material.”;

(r) Article 138(b)

By adding the following words in the second line of the existing Article 138(b) after the words “Independent Non-Executive Directors”:

“or such number of Independent Non-Executive Directors as constitutes at least one-third of the Board of Directors”;

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NOTICE OF ANNUAL GENERAL MEETING

By adding the following words in the seventh line of the existing Article 138(b) after the words “shall result in at least three”:

“Directors who also represent at least one-third”;

By deleting the words “consisting of” in the second last line of the existing Article 138(b) and substituting therewith the word “being”;

(s) Article 158(1)

By adding the words “annual or” after the words “at a subsequent” in the first line of the existing Article 158(1);

By adding the following after the words “the next annual general meeting” in the third line of the existing Article 158(1):

“subject to the power of removal of the Auditor by the Members at a general meeting in accordance with paragraph (2) of this Article”;

(t) Article 175

By deleting the words “following that” in the second line of the existing Article 175; and by deleting the word “later” in the third line of the existing Article 175 and replacing therewith the word “other”;

(u) By adding the following new Article 185 after Article 184:

“TRANSFER BY WAY OF CONTINUATION”

“185. The Company shall, subject to the provisions of the Companies Law and with the approval of a special resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.”;

(v) By adding the following new Article 186 after the new Article 185:

“MERGERS AND CONSOLIDATIONS”

“186. The Company shall, with the approval of a special resolution, have the power to merge or consolidate with one or more constituent companies (as defined in the Companies Law), upon such terms as the Directors may determine.”;

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NOTICE OF ANNUAL GENERAL MEETING

(w) By renumbering the original Article 185 as the new Article 187 and placing the same after the new Article 186;
(x) By adding the following new Article 188 after the new Article 187:

“INFORMATION”

“188. Unless in the context of disclosure during litigation, no Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the Members of the Company to communicate to the public.””
(2) “ THAT subject to the passing of the special resolution item 6(1) above in this Notice, the amended and restated memorandum and articles of the Company (the “Memorandum and Articles”) in the form of the document marked “A” and produced to this meeting and for the purpose of identification signed by the Chairman of this meeting, which consolidates all of the proposed amendments referred to in special resolution 6(1) above and all previous amendments made pursuant to resolutions passed by the members of the Company at general meetings (if any) be approved and adopted as the new Memorandum and Articles in substitution for and to the exclusion of the existing Memorandum and Articles with immediate effect.”

On behalf of the Board Newton Resources Ltd Tsang Yam Pui Chairman

Hong Kong, 20 April 2012

Notes:

All resolutions at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member of the Company who is the holder of two or more shares of the Company may appoint more than one proxy to represent him and vote on his behalf at the meeting or any adjournment thereof. A proxy (who must be an individual) need not be a member of the Company. 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. In addition, a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation is entitled to exercise the same powers on behalf of the member of the Company which he or they represent(s) as such member of the Company could exercise.

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NOTICE OF ANNUAL GENERAL MEETING

In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, shall 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 the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
The register of members of the Company will be closed from Wednesday, 9 May 2012 to Wednesday, 23 May 2012, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at the above meeting, all transfers of shares of the Company accompanied by the relevant properly completed transfer forms and the relevant share certificates must be lodged with 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 for registration not later than 4:30 p.m. on Tuesday, 8 May 2012.
An explanatory statement containing further details regarding the ordinary resolution item 5(1) above in this Notice is set out in Appendix III to the circular of the Company dated 20 April 2012.

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AI assistant

Newton Resources Ltd — AGM Information 2012

49785_rns_2012-04-19_5a54d17c-4d96-4cdc-b70b-c251e523b500.pdf

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, ELECTION OF NON-EXECUTIVE DIRECTOR AND CHAIRMAN OF THE BOARD, GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES, AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION

AND NOTICE OF ANNUAL GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

Executive Directors:

Non-executive Directors:

Registered Office:

Principal Place of Business

Independent Non-executive Directors:

AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

RE-ELECTION OF RETIRING DIRECTORS

ELECTION OF NON-EXECUTIVE DIRECTOR AND CHAIRMAN OF THE BOARD

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES

AMENDMENTS TO THE ARTICLES AND ADOPTION OF NEW MEMORANDUM AND ARTICLES

LETTER FROM THE BOARD

ANNUAL GENERAL MEETING

RESPONSIBILITY STATEMENT

RECOMMENDATION

GENERAL

1. SHARE CAPITAL

2. REASONS FOR REPURCHASE

3. FUNDING OF REPURCHASE

4. IMPACT OF REPURCHASE

5. SHARE PRICES

6. EFFECT OF TAKEOVERS CODE

APPENDIX III

7. SHARE REPURCHASE MADE BY THE COMPANY

8. UNDERTAKING OF THE DIRECTORS

1. Article 5

2. New Articles 11A and 11B

3. Article 46

4. New Article 46A

APPENDIX IV

5. Article 63

6. Article 82

7. Article 83

8. Article 99(2)

APPENDIX IV

9. Article 101(1)

10. Article 101(2)

11. Article 101(3)

12. Article 115(1)(v)

13. Article 115(2)

14. Article 115(3)

15. Article 119

16. Article 133

17. Article 137

18. Article 138(b)

APPENDIX IV

19. Article 158(1)

20. Article 175

21. New Article 185

“TRANSFER BY WAY OF CONTINUATION”

22. New Article 186

“MERGERS AND CONSOLIDATIONS”

23. New Article 187

24. New Article 188

“INFORMATION”

Notice of Annual General Meeting

ORDINARY RESOLUTIONS

(2) “ THAT :

SPECIAL RESOLUTIONS

(a) Article 5

(c) Article 46

(d) By adding the following new Article 46A after the existing Article 46:

(e) Article 63

(f) Article 82

(g) Article 83

(h) Article 99(2)

(i) Article 101(1)

(j) Article 101(2)

(k) Article 101(3)

(l) Article 115(1)(v)

(m) Article 115(2)

(n) Article 115(3)

Newton Resources Ltd AGM Information 2012