Newton Resources Ltd - AGM Information 2016

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, GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES, AMENDMENTS TO THE MEMORANDUM AND 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 Thursday, 19 May 2016 at 11:45 a.m. is set out on pages 24 to 33 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.newton-resources.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 branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 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.

18 April 2016

Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
General Mandates to Repurchase Shares and Issue New Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Amendments to the Memorandum and Articles and
Adoption of New Memorandum and Articles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
APPENDIX I – DETAILS OF THE RETIRING DIRECTORS
STANDING FOR RE-ELECTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
APPENDIX II – EXPLANATORY STATEMENT FOR
THE SHARE REPURCHASE MANDATE. . . . . . . . . . . . . . . . . . . . . . . . 14
APPENDIX III – PROPOSED AMENDMENTS TO THE MEMORANDUM
AND ARTICLES OF ASSOCIATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

– i –

DEFINITIONS

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

“2015 AGM”

the annual general meeting of the Company held on 21 May 2015

“Annual General Meeting” the annual general meeting of the Company to be held at or “AGM” Meeting Room S428 (Harbour Road Entrance), Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Thursday, 19 May 2016 at 11:45 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the AGM which is set out on pages 24 to 33 of this circular, or any adjournment thereof “Articles” the articles of association of the Company (as amended from time to time)

“Board” “close associates”

“Board” the board of Directors “close associates” has the meaning ascribed thereto under the Listing Rules “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 “Companies Ordinance” Companies Ordinance (Chapter 622 of the Laws of Hong Kong) “Controlling Shareholder” has the meaning ascribed thereto under the Listing Rules “core connected person(s)” 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 dollar, the lawful currency of Hong Kong “Hong Kong” or “HKSAR” the Hong Kong Special Administrative Region of the PRC “Latest Practicable Date” 12 April 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

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DEFINITIONS

“Memorandum”

“Memorandum” the memorandum of association of the Company (as amended from time to time) “NWD” New World Development Company Limited, a Substantial Shareholder of the Company “NWS” NWS Holdings Limited, a Substantial Shareholder of the Company

“PRC”

the People’s Republic of China, which for the purpose of this circular, shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“SFO”
“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 the Shares during the period and in the manner as set out in item 10(2) of the notice of the AGM up to 20% of the issued share capital of the Company as at the date of passing such proposed ordinary resolution
“Share Repurchase Mandate” a general mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to repurchase the Shares during the period and in the manner as set out in item 10(1) of the notice of the AGM up to 10% of the issued share capital of the Company as at the date of passing 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”
The Code on Takeovers and Mergers
“Yanjiazhuang Mine”
Lincheng Xingye Mineral Resources Co., Ltd Yanjiazhuang Mine（臨城興業礦產資源有限公司閆家莊礦）, an iron and gabbro-diabase mine located in Yanjiazhuang Mining Area, Shiwopu, Haozhuang Town, Lincheng County, Hebei Province, the PRC

“%”

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)

Non-executive Directors:

Dr. Cheng Kar Shun (Chairman) Mr. Hui Hon Chung (Vice-Chairman) Mr. Cheng Chi Ming, Brian Mr. Wu Wai Leung, Danny

Registered Office:

P.O. Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands

Executive Directors:

Mr. Li Changfa Mr. Luk Yue Kan

Independent Non-executive Directors:

Mr. Tsui King Fai Mr. Lee Kwan Hung Mr. Shin Yick, Fabian

Principal Place of

Business in Hong Kong: Room 1505 15th Floor, New World Tower 16-18 Queen’s Road Central Central, Hong Kong

18 April 2016

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES, AMENDMENTS TO THE MEMORANDUM AND 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 granting of the Share Repurchase Mandate and the Share Issuance Mandate to repurchase Shares and to issue new Shares; (iii) the amendments to the Memorandum and Articles; and (iv) the adoption of a new set of Memorandum and Articles incorporating and consolidating all 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 respectively, and to give you notice of the AGM.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

In accordance with the article 101(3) of the Articles, Messrs. Wu Wai Leung, Danny, Shin Yick, Fabian and Hui Hon Chung, who have been appointed by the Board as a non-executive Director, an independent non-executive Director and a non-executive Director after the conclusion of the 2015 AGM, on 14 August 2015 and 2 January 2016 respectively, shall retire from office at the AGM. In addition, pursuant to articles 106(1) and 106(2) of the Articles, Messrs. Cheng Chi Ming, Brian, Tsui King Fai and Li Changfa shall retire from their office by rotation at the AGM. All the above retiring Directors, being eligible, shall offer themselves for re-election as the Directors at the AGM.

Messrs. Tsui King Fai and Shin Yick, Fabian, independent non-executive Directors, have confirmed their independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The Company considers Messrs. Tsui King Fai and Shin Yick, Fabian are still independent in accordance with the independence guideline as set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning.

Details of these retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix I to this circular.

GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE NEW SHARES

At the 2015 AGM, general mandates were granted to the Directors to exercise the powers of the Company to repurchase Shares and issue new Shares respectively. Such mandates, to the extent not used by the date of AGM, will lapse at the conclusion of the AGM. In order to give the Directors the flexibility and discretion to exercise the powers of the Company to repurchase Shares and to issue new 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 the proposed ordinary resolution contained in item 10(1) of the notice of the AGM as set out on pages 24 to 33 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 new Shares representing up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the proposed ordinary resolution contained in item 10(2) of the notice of the AGM as set out on pages 24 to 33 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
(c) the extension of the Share Issuance Mandate such that the number of the Shares repurchased by the Company pursuant to the Share Repurchase Mandate will also be added to the Share Issuance Mandate as mentioned in item 10(2) of the proposed ordinary resolution.

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LETTER FROM THE BOARD

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 II to this circular.

AMENDMENTS TO THE MEMORANDUM AND ARTICLES AND ADOPTION OF NEW MEMORANDUM AND ARTICLES

The Board proposes to (i) make certain amendments to the Memorandum and Articles for, among others, conforming with the latest amendments to the Listing Rules and the Companies Ordinance, and the administrative efficiency and housekeeping purposes; and (ii) adopt a new set of Memorandum and Articles incorporating and consolidating all the proposed amendments including all previous amendments to the Memorandum and Articles adopted and approved by the Company.

Details of the proposed amendments to the Memorandum and Articles are set out in Appendix III to this circular.

The legal advisers to the Company as to Hong Kong laws and Cayman Islands law 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 that there is nothing unusual about the proposed amendments to the Memorandum and Articles for a Cayman Islands company listed on the Stock Exchange.

Shareholders are advised that the Memorandum and Articles are available only in English and Chinese translation of the amendments to the Memorandum and 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 AND PROXY ARRANGEMENT

The notice of the AGM is set out on pages 24 to 33 of this circular.

Pursuant to the Listing Rules and the Articles, any vote of the Shareholders at a general meeting must, subject to certain exceptions, be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the AGM. 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.

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LETTER FROM THE BOARD

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 branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 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, your 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, the granting of the Share Repurchase Mandate and Share Issuance Mandate to repurchase Shares and to issue new Shares, amendments to the Memorandum and Articles and adoption of new Memorandum and Articles are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

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 the Appendices to this circular.

Yours faithfully, For and on behalf of the Board Newton Resources Ltd Cheng Kar Shun

Chairman and Non-executive Director

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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. Cheng Chi Ming, Brian , aged 33, has been appointed as a non-executive Director since 20 May 2011.

Mr. Cheng is currently 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. Moreover, he is currently a non-executive director of Haitong International Securities Group Limited (stock code: 665), Wai Kee Holdings Limited (stock code: 610), Beijing Capital International Airport Co., Ltd. (stock code: 694), and the chairman and non-executive director of Integrated Waste Solutions Group Holdings Limited (stock code: 923). He is a non-executive director of Tharisa plc, whose shares are listed on the Johannesburg Stock Exchange Limited. He is also a director of Sino-French Holdings (Hong Kong) Limited, The Macao Water Supply Company Limited and a number of companies in Mainland China.

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 holds a Bachelor of Science degree from Babson College in Massachusetts, USA.

Mr. Cheng is the son of Dr. Cheng Kar Shun (the chairman and a non-executive director of the Company, and the chairman and an executive director of NWD and NWS).

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

Mr. Cheng entered into a letter of appointment with the Company on 19 May 2014 for a fixed term of three years commencing from 4 July 2014, subject to retirement by rotation and re-election at annual general meetings pursuant to the Articles. In respect of his service to the Company as non-executive Director, Mr. Cheng is entitled to a Director’s fee of HK$230,000 per annum. Mr. Cheng’s annual emoluments as non-executive Director was determined by the Board based on the recommendation from the remuneration committee of the Company (the “Remuneration Committee”) 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 2015, his emoluments comprised a Director’s fee of HK$220,500.

As at the Latest Practicable Date, Mr. Cheng does not have any interests in the Shares within the meaning of Part XV of the SFO. 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.

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DETAILS OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX I

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 66, has been appointed as an independent non-executive Director since 15 December 2010 and is the chairman of the audit committee of the Company (the “Audit Committee”) and a member of each of the Remuneration Committee and the nomination committee of the Company (the “Nomination Committee”).

He currently holds positions in the following companies:–

Name of Company	Title
WAG Worldsec Corporate Finance Limited	Director and senior consultant
Lippo Limited (stock code: 226)	Independent non-executive director
Lippo China Resources Limited (stock code: 156)	Independent non-executive director
Hongkong Chinese Limited (stock code: 655)	Independent non-executive director
China Aoyuan Property Group Limited (stock code: 3883)	Independent non-executive director
Vinda International Holdings Limited (stock code: 3331)	Independent non-executive director

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.

Mr. Tsui is a fellow member of the Hong Kong Institute of Certified Public Accountants and a member of each of the Chartered Accountants Australia+New Zealand, the American Institute of Certified Public Accountants. He has extensive experience in accounting, finance and investment management, particularly in investments in China. Mr. Tsui 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 position with the Company or other members of the Group or any directorship in other listed public companies or have any other major appointments.

Mr. Tsui entered into a letter of appointment with the Company on 19 May 2014 for a fixed term of three years commencing from 4 July 2014, subject to retirement by rotation and re-election at annual general meetings pursuant to the Articles. In respect of his service to the Company as independent non-executive Director, Mr. Tsui is entitled to a Director’s fee of HK$230,000 per annum. Mr. Tsui’s annual emoluments as independent non-executive Director was determined by the Board based on the recommendation from the Remuneration Committee 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 2015, his emoluments comprised a Director’s fee of HK$220,500.

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DETAILS OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX I

As at the Latest Practicable Date, Mr. Tsui does not have any interests in the Shares within the meaning of Part XV of the SFO. 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 as 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. Li Changfa , aged 69, has been appointed as an executive Director and the chief operating officer of the Company since 1 March 2014. He is currently the chairman of the board of directors and legal representative of Lincheng Xingye Mineral Resources Co., Ltd, subsidiary of the Company. He is responsible for the overall operation management and strategic development of the Group, and oversee the management, operation, sales and business development of the Yanjiazhuang Mine.

Mr. Li was professionally accredited economist by the Personnel Department of Henan Province（河南省人事廳）in 1992, and graduated from the China University of Petroleum with a major in business administration in 2006.

Mr. Li has over 20 years of experience in business operations, project management and mergers and acquisitions. From 1964 to 1992, he held various management positions in China ShenMa Group and numerous enterprises. From 1992 to 1999, he worked in the subsidiaries of the Ministry of Textile Industry and China General Chamber of Textile（中國紡織工業部及中國紡織總會）, and participated in mergers and acquisitions, restructuring, establishment and management of corporations. From 2002 to 2008, he held various positions, including director and vice president of China Printed Circuit Association, mainly responsible for its policy study and industry development advisory.

Mr. Li was appointed as the vice-chairman of the China Chamber of International Commerce Guangzhou Chamber of Commerce in 2004. From 2006 to 2011, he was appointed as a member of the Eighth Guangzhou Baiyun District Committee of the Chinese People’s Political Consultative Conference of the People’s Republic of China.

Save as disclosed above, in the three years preceding the Latest Practicable Date, Mr. Li did not hold any position with the Company or other members of the Group or 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. Li entered into a service contract with the Company on 28 February 2014 for a fixed term of three years commencing from 1 March 2014, subject to retirement by rotation and re-election at annual general meetings pursuant to the Articles. In respect of his service to the Company as executive Director, Mr. Li is entitled to remuneration of RMB106,600 per month and discretionary bonus. Mr. Li’s annual emoluments as executive Director was determined by the Board based on the recommendation from the Remuneration Committee 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 2015, his emoluments comprised salaries and discretionary bonus of approximately RMB1,454,000.

As at the Latest Practicable Date, Mr. Li does not have any interests in the Shares within the meaning of Part XV of the SFO. 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. Wu Wai Leung, Danny , aged 55, has been appointed as a non-executive Director after the conclusion of the 2015 AGM. Mr. Wu is an executive director and the chief executive officer of Greenheart Group Limited (stock code: 94) and an independent non-executive director of Hang Fat Ginseng Holdings Company Limited (Stock code: 911).

Mr. Wu was previously an independent non-executive Director, a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee, up to his retirement at the conclusion of the 2015 AGM.

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

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 Gateway 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 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 position with the Company or other members of the Group or 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. Wu entered into a letter of appointment with the Company on 20 May 2015 for a fixed term of three years commencing from the conclusion of the 2015 AGM, subject to retirement by rotation and re-election at annual general meetings pursuant to the Articles. In respect of his service to the Company as non-executive Director, Mr. Wu is entitled to a Director’s fee of HK$230,000 per annum. Mr. Wu’s annual emoluments as non-executive Director was determined by the Board based on the recommendation from the Remuneration Committee 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 2015, his emoluments as non-executive Director and independent non-executive Director comprised Director’s fees of HK$221,000 in aggregate.

As at the Latest Practicable Date, Mr. Wu does not have any interests in the Shares within the meaning of Part XV of the SFO. 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 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.

Mr. Shin Yick, Fabian , aged 47 has been appointed as an independent non-executive Director since 14 August 2015 and is a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee.

Mr. Shin is currently the chief executive officer of Zhaobangji International Capital Limited, which is engaged in investment business, an independent non-executive director of Lisi Group (Holdings) Limited (stock code: 526) and China Shun Ke Long Holdings Limited (stock code: 974). He was the deputy chief executive officer of CMB International Capital Limited from February 2010 to July 2015. Mr. Shin has over 25 years of experience in investment banking and financial management. Prior to joining CMB International Capital Limited, he worked in several investment banks in Hong Kong.

Mr. Shin was an independent non-executive director of Little Sheep Group Limited (stock code: 968), a company listed on the main board of the Stock Exchange, and delisted from the main board of the Stock Exchange in February 2012, up to his resignation in February 2012. Moreover, Mr. Shin was appointed as a non-executive director of Hang Fat Ginseng Holdings Company Limited (stock code: 911) on 6 January 2016 and resigned on 3 February 2016.

Mr. Shin graduated from the University of Birmingham in England with a bachelor’s degree in commerce. After graduation, he worked in the audit department of Deloitte Touche Tohmatsu. He had also worked in a listed company in Hong Kong as group financial controller. He is a fellow member of Hong Kong Institute of Certified Public Accountants, Association of Chartered Certified Accountants, The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Chartered Secretaries.

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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, Mr. Shin did not hold any position with the Company or other members of the Group or any directorship in other listed public companies or have any other major appointments.

Mr. Shin entered into a letter of appointment with the Company on 10 August 2015 for a fixed term of three years commencing from 14 August 2015, subject to retirement by rotation and re-election at annual general meetings pursuant to the Articles. In respect of his service to the Company as independent non-executive Director, Mr. Shin is entitled to a Director’s fee of HK$230,000 per annum. Mr. Shin’s annual emoluments as independent non-executive Director was determined by the Board based on the recommendation from the Remuneration Committee 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 2015, his emoluments comprised a Director’s fee of HK$84,000.

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

Mr. Shin has met the independence guidelines as 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. Shin to be independent and believes that he should be re-elected.

Mr. Shin 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. Shin that need to be brought to the attention of the Shareholders.

Mr. Hui Hon Chung , aged 65, has been appointed as the vice-chairman, a non-executive Director, since 2 January 2016 and is a member of each of the Remuneration Committee and the Nomination Committee.

Mr. Hui is currently an executive director and the deputy chief executive officer of NWS (stock code: 659). He is also an independent non-executive director of Air China Limited, a company listed on the Stock Exchange (stock code: 753), the London Stock Exchange (stock code: AIRC) and the Shanghai Stock Exchange (stock code: 601111) respectively.

– 12 –

DETAILS OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX I

Mr. Hui joined Cathay Pacific Airways Limited (“Cathay Pacific”) in 1975 as a management trainee and had held a range of management positions in Hong Kong and overseas. He was seconded to work in Beijing as the chief representative of John Swire & Sons (China) Limited in 1992 and later returned to Hong Kong in 1994 to assume the position of chief operating officer of AHK Air Hong Kong Limited, a wholly-owned subsidiary of Cathay Pacific. In 1997, Mr. Hui joined Hong Kong Dragon Airlines Limited as its chief executive officer. During the period from February 2007 to July 2014, he served as the chief executive officer of Hong Kong Airport Authority.

Mr. Hui has also served in a number of advisory committees both in Hong Kong and Mainland China, which included membership on the Greater Pearl River Delta Business Council, the Commission on Strategic Development of the HKSAR Government, Aviation Advisory Board, Aviation Development Advisory Committee, Vocational Training Council, the Hong Kong Logistics Development Council and the Hong Kong Tourism Board.

Mr. Hui was a member of the 4th and 5th Shenzhen Committee of the Chinese People’s Political Consultative Conference. He is currently a member of the National Committee of the Twelfth Chinese People’s Political Consultative Conference. Mr. Hui is also a member of the General Committee of the Hong Kong General Chamber of Commerce. In July 2006, Mr. Hui was appointed as a Justice of the Peace by the Chief Executive of the HKSAR. Mr. Hui holds a Bachelor Degree of Science from The Chinese University of Hong Kong.

Save as disclosed above, in the three years preceding the Latest Practicable Date, Mr. Hui did not hold any position with the Company or other members of the Group or any directorship in other listed public companies or have any other major appointments.

Mr. Hui entered into a letter of appointment with the Company on 30 December 2015 for a fixed term of three years commencing from 2 January 2016, subject to retirement by rotation and re-election at annual general meetings pursuant to the Articles. In respect of his service to the Company as a nonexecutive Director, Mr. Hui is entitled to a Director’s fee of HK$230,000 per annum. Mr. Hui’s annual emoluments as non-executive Director was determined by the Board based on the recommendation from the Remuneration Committee with reference to the Company’s performance, his duties and responsibilities with the Company, and prevailing market conditions.

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

Mr. Hui 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. Hui that need to be brought to the attention of the Shareholders.

– 13 –

EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE

APPENDIX II

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 10(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 the 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, result in 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, 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 2015) 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 II

5. SHARE PRICES

The highest and lowest prices per Share at which Shares traded on the Stock Exchange during each of the previous 12 months, and up to the Latest Practicable Date were as follows:

	Highest	Lowest
Month	Price	Price
	HK$	HK$
2015
April	0.940	0.810
May	0.960	0.850
June	1.530	0.860
July	1.140	0.400
August	0.750	0.480
September	0.840	0.630
October	0.850	0.600
November	0.690	0.435
December	0.760	0.395
2016
January	0.780	0.455
February	0.900	0.620
March	1.000	0.630
April (up to the Latest Practicable Date)	0.830	0.700

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 II

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 is
	Number of	Percentage of	exercised
Name of Shareholder	Shares held	shareholdings	in full
Cheng Yu Tung Family (Holdings) Limited(1)	1,420,000,000	35.50%	39.44%
Cheng Yu Tung Family (Holdings II) Limited(2)	1,420,000,000	35.50%	39.44%
Chow Tai Fook Capital Limited
(“CTF Capital”)(3)	1,420,000,000	35.50%	39.44%
Chow Tai Fook (Holding) Limited
(“CTF Holding”)(4)	1,420,000,000	35.50%	39.44%
Chow Tai Fook Enterprises Limited
(“CTF Enterprises”)(5)	1,420,000,000	35.50%	39.44%
NWD(6)	1,420,000,000	35.50%	39.44%
NWS(7)	1,420,000,000	35.50%	39.44%
NWS Resources Limited
(“NWS Resources”)(7)	1,420,000,000	35.50%	39.44%
NWS Mining Limited (“NWS Mining”)(7)	1,420,000,000	35.50%	39.44%
Modern Global Holdings Limited
(“Modern Global”)(7)	1,420,000,000	35.50%	39.44%
Perfect Move Limited (“Perfect Move”)(7)	1,420,000,000	35.50%	39.44%
Faithful Boom Investments Limited
(“Faithful Boom”)(7)	1,420,000,000	35.50%	39.44%
Shougang Corporation(8)	1,098,570,000	27.46%	30.52%
Shougang Holding (Hong Kong) Limited
(“Shougang Hong Kong”)(8)	1,098,570,000	27.46%	30.52%
Lord Fortune Enterprises Limited
(“Lord Fortune”)(8)	370,000,000	9.25%	10.28%
Plus All Holdings Limited (“Plus All”)(8)	728,570,000	18.21%	20.24%
Mak Siu Hang, Viola(9)	480,000,000	12.00%	13.33%
VMS Holdings Limited (“VMS Holdings”)(9)	480,000,000	12.00%	13.33%
VMS Investment Group Limited (“VMS”)(9)	480,000,000	12.00%	13.33%
Fast Fortune Holdings Limited (“Fast Fortune”)(9)	480,000,000	12.00%	13.33%

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EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE

APPENDIX II

Notes:

(1) Cheng Yu Tung Family (Holdings) Limited holds approximately 48.98% 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.
(2) Cheng Yu Tung Family (Holdings II) Limited holds approximately 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 approximately 78.58% direct interest in 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 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 61.33% 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, which holds a 100% direct interest in NWS Mining. NWS Mining holds a 100% interest in Modern Global, which holds a 100% direct interest in Perfect Move. Faithful Boom is a wholly-owned subsidiary of Perfect Move. Therefore, NWS, NWS Resources, NWS Mining, Modern Global and Perfect Move are all deemed to be interested in all the Shares held by or deemed to be interested by Faithful Boom.
(8) Shougang Corporation holds a 100% direct interest in Shougang Hong Kong. Lord Fortune and Plus All are wholly-owned subsidiaries of Shougang Hong Kong. Therefore, Shougang Corporation and Shougang Hong Kong are both deemed to be interested in all the Shares held by or deemed to be interested by Lord Fortune and Plus All.
(9) Fast Fortune is a wholly-owned subsidiary of VMS. VMS Holdings holds a 100% direct interest in VMS. Ms. Mak Siu Hang, Viola holds a 100% direct interest in VMS Holdings. Therefore, Ms. Mak Siu Hang, Viola, VMS Holdings and VMS are all 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. 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.

– 17 –

EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE

APPENDIX II

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).

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 close 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 core 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.

– 18 –

APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

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

1. Clause 2

By deleting the existing Clause 2 of the Memorandum in its entirety and by substituting therefor the following:

“2. The Registered Office of the Company is situated at the office of Maples Corporate Services Limited at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands or at such other location as the Directors may from time to time determine.”

2. Article 1

By inserting the following definition immediately after the existing definition of “clearing house” in Article 1:

““close associate(s)” has the meaning attributed to it in the Listing Rules;”

By inserting the following definition immediately after the existing definition of “Companies Law” in Article 1:

““Companies Ordinance” means the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) as amended from time to time;”

By inserting the following definition immediately after the existing definition of “electronic” in Article 1:

““electronic means” shall include sending or otherwise making available communication to the intended recipients in electronic format;”

By inserting the following definition immediately after the existing definition of “head office” in Article 1:

““holding company” has the meaning attributed to such term in the Companies Ordinance;”

3. Article 43(f)

By deleting the existing Article 43(f) in its entirety and by substituting therefor the following:

“43.(f) a fee of such amount not exceeding the maximum amount as the Stock Exchange may from time to time determine to be payable (or such lesser sum as the Directors may from time to time require) is paid to the Company in respect thereof.”

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APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

4. Article 45

By deleting the existing Article 45 in its entirety and by substituting therefor the following:

“45. Upon every transfer of shares, the certificate held by the transferor shall be given up to be cancelled and shall forthwith be cancelled accordingly and a new certificate shall be issued, on payment by the transferee of such fee not exceeding the maximum amount as the Stock Exchange may from time to time determine to be payable or such lesser sum as the Board may from time to time require, to the transferee in respect of the shares transferred to him and, if any of the shares included in the certificate so given up shall be retained by the transferor, a new certificate in respect thereof shall be issued to him, on payment by the transferor of such fee not exceeding the maximum amount as the Stock Exchange may from time to time determine to be payable or such lesser sum as the Board may from time to time require. The Company shall also retain the instrument(s) of transfer.”

5. Article 46

By deleting the existing Article 46 in its entirety and by substituting therefor the following:

“46. The registration of transfers may, on 10 business 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 in 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).”

6. Article 62

By deleting the existing Article 62 in its entirety and by substituting therefor the following:

“62. Any branch register held in Hong Kong shall during normal business hours (subject to such reasonable restrictions as the Directors may impose) be open for inspection by a Member without charge and any other person on payment of a fee of such amount not exceeding the maximum amount as may from time to time be permitted under the Listing Rules as the Directors may determine for each inspection. Any Member may require a copy of the branch register, or any part thereof, on payment of HK$0.25, or such lesser sum as the Company may prescribe, for every 100 words or fractional part thereof required to be copied. The Company shall cause any copy so required by any person to be sent to that person within a period of 10 days commencing on the date next after the day on which the request is received by the Company.”

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APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

7. Article 69

By deleting the existing Article 69 in its entirety and by substituting therefor the following:

“69. An annual general meeting shall be called by not less than 21 days’ (and at least 20 clear business days’) notice in writing and any other general meeting (including an extraordinary general meeting) shall be called by not less than 14 days’ (and at least 10 clear business days’) notice in writing. Subject to the requirement under the Listing Rules, the notice shall be exclusive of the day on which it is served or deemed to be served and of the day on which it is given, and shall specify the time, place, and agenda of the meeting, particulars of the resolutions and the general nature of the business to be considered at the meeting. The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to consider a Special Resolution shall specify the intention to propose the resolution as a Special Resolution. Notice of every general meeting shall be given to the Auditors and to all members other than such as, under the provisions hereof or the terms of issue of the shares they hold, are not entitled to receive such notice from the Company.”

8. Article 80

By deleting the existing Article 80 in its entirety and by substituting therefor the following:

“80. At a general meeting of the Company, if the chairman of the Board of Directors is not present or if he declines to take the chair, the deputy chairman (if any) or vice chairman of the Board of Directors shall take the chair at the meeting. If there is no such chairman, deputy chairman or vice chairman of the Board of Directors, or if at the meeting, none of such persons is present or all such persons present decline to take the chair, the Directors present shall choose one of their number to take the chair at the meeting. If at the meeting, no Director is present, or all the Directors present decline to take the chair, or the chairman chosen shall retire from the chair, the Members present shall choose one of their number to take the chair at the meeting. For the purpose of this Article, a person shall be deemed present if he is present at the meeting within fifteen minutes after the time appointed for holding the meeting.”

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APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

9. Article 115(1)

By deleting the existing Article 115(1) in its entirety and by substituting therefor the following:

“115.(1) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board of Directors approving any contract or arrangement or any other proposal in which he or any of his close associate(s) (or, if required under the Listing Rules, his other associate(s)) is materially interested, but this prohibition shall not apply to any of the following matters namely:
(i) any contract or arrangement for the giving to such Director or his close associate(s) any security or indemnity in respect of money lent by him or any of his close associate(s) or obligations incurred or undertaken by him or any of his close associate(s) at the request of or for the benefit of the Company or any of its subsidiaries;
(ii) any proposal, contract or arrangement for the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his close associate(s) has himself/ themselves assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security;
(iii) any contract or arrangement concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his close associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
(iv) any contract or arrangement in which the Director or his close associate(s) is/ are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company;
(v) [INTENTIONALLY DELETED]
(vi) any proposal or arrangement concerning the adoption, modification or operation of:
- (a) any employees’ share scheme or any share incentive or a share option scheme under which a Director or his close associate(s) may benefit; or

– 22 –

APPENDIX III PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

(b) a pension fund or retirement, death or disability benefits scheme or other arrangement which relates both to directors, his close associate(s) and employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his close associate(s), as such any privilege or advantage not accorded generally to the class of persons to which such scheme or fund relates.”

10. Article 120

By deleting the existing Article 120 in its entirety and by substituting therefor the following:

“120. Except as would be permitted by the Companies Ordinance if the Company were incorporated in Hong Kong and except as permitted under the Companies Law, the Company shall not directly or indirectly:
(i) make a loan to a Director or his close associates, or a director of a holding company of the Company, or a body corporate controlled by any one or more of the Directors or the directors of any holding companies of the Company (whether jointly or severally, or directly or indirectly); or
(ii) enter into any guarantee or provide any security in connection with a loan made by any person to a Director, or a director of a holding company of the Company, or a body corporate controlled by any one or more of the Directors or the directors of any holding companies of the Company (whether jointly or severally, or directly or indirectly).”

11. Article 152(5)

By deleting the existing Article 152(5) in its entirety and by substituting therefor the following:

“152.(5) Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board of Directors, may, subject to the provisions of the Listing Rules, specify that the same shall be payable or distributable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable or distributable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares. The provisions of this Article shall mutatis mutandis apply to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the Company to the Members.”

– 23 –

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 Thursday, 19 May 2016 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 2015.
To re-elect Mr. Cheng Chi Ming, Brian as a non-executive director of the Company.
To re-elect Mr. Tsui King Fai as an independent non-executive director of the Company.
To re-elect Mr. Li Changfa as an executive director of the Company.
To re-elect Mr. Wu Wai Leung, Danny as a non-executive director of the Company.
To re-elect Mr. Shin Yick, Fabian as an independent non-executive director of the Company.
To re-elect Mr. Hui Hon Chung as a non-executive Director of the Company.
To authorise the board of directors of the Company to fix the directors’ remuneration.
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.

– 24 –

NOTICE OF ANNUAL GENERAL MEETING

To consider as special business 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 amended 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 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.”

(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;

– 25 –

NOTICE OF ANNUAL GENERAL MEETING

(b) the mandate in paragraph (a) of this resolution shall authorise 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

(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.

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NOTICE OF ANNUAL GENERAL MEETING

“Rights 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 10(1) and 10(2) of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 10(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 10(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 RESOLUTION

To consider and, if thought fit, pass with or without modification the following special resolution:
(1) “ THAT the memorandum and articles of association of the Company (the “Memorandum and Articles”) currently in effect be amended in the following manner:
(a) Clause 2

By deleting the existing Clause 2 of the Memorandum in its entirety and by substituting therefor the following:

“2. The Registered Office of the Company is situated at the office of Maples Corporate Services Limited at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands or at such other location as the Directors may from time to time determine.”
(b) Article 1

By inserting the following definition immediately after the existing definition of “clearing house” in Article 1:

““close associate(s)” has the meaning attributed to it in the Listing Rules;”

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NOTICE OF ANNUAL GENERAL MEETING

By inserting the following definition immediately after the existing definition of “Companies Law” in Article 1:

““Companies Ordinance” means the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) as amended from time to time;”

By inserting the following definition immediately after the existing definition of “electronic” in Article 1:

““electronic means” shall include sending or otherwise making available communication to the intended recipients in electronic format;”

By inserting the following definition immediately after the existing definition of “head office” in Article 1:

““holding company” has the meaning attributed to such term in the Companies Ordinance;”

By deleting the existing Article 43(f) in its entirety and by substituting therefor the following:

“43.(f) a fee of such amount not exceeding the maximum amount as the Stock Exchange may from time to time determine to be payable (or such lesser sum as the Directors may from time to time require) is paid to the Company in respect thereof.”
(d) Article 45

By deleting the existing Article 45 in its entirety and by substituting therefor the following:

“45. Upon every transfer of shares, the certificate held by the transferor shall be given up to be cancelled and shall forthwith be cancelled accordingly and a new certificate shall be issued, on payment by the transferee of such fee not exceeding the maximum amount as the Stock Exchange may from time to time determine to be payable or such lesser sum as the Board may from time to time require, to the transferee in respect of the shares transferred to him and, if any of the shares included in the certificate so given up shall be retained by the transferor, a new certificate in respect thereof shall be issued to him, on payment by the transferor of such fee not exceeding the maximum amount as the Stock Exchange may from time to time determine to be payable or such lesser sum as the Board may from time to time require. The Company shall also retain the instrument(s) of transfer.”

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NOTICE OF ANNUAL GENERAL MEETING

(e) Article 46

By deleting the existing Article 46 in its entirety and by substituting therefor the following:

“46. The registration of transfers may, on 10 business 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 in 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).”
(f) Article 62

By deleting the existing Article 62 in its entirety and by substituting therefor the following:

“62. Any branch register held in Hong Kong shall during normal business hours (subject to such reasonable restrictions as the Directors may impose) be open for inspection by a Member without charge and any other person on payment of a fee of such amount not exceeding the maximum amount as may from time to time be permitted under the Listing Rules as the Directors may determine for each inspection. Any Member may require a copy of the branch register, or any part thereof, on payment of HK$0.25, or such lesser sum as the Company may prescribe, for every 100 words or fractional part thereof required to be copied. The Company shall cause any copy so required by any person to be sent to that person within a period of 10 days commencing on the date next after the day on which the request is received by the Company.”

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NOTICE OF ANNUAL GENERAL MEETING

(g) Article 69

By deleting the existing Article 69 in its entirety and by substituting therefor the following:

“69. An annual general meeting shall be called by not less than 21 days’ (and at least 20 clear business days’) notice in writing and any other general meeting (including an extraordinary general meeting) shall be called by not less than 14 days’ (and at least 10 clear business days’) notice in writing. Subject to the requirement under the Listing Rules, the notice shall be exclusive of the day on which it is served or deemed to be served and of the day on which it is given, and shall specify the time, place, and agenda of the meeting, particulars of the resolutions and the general nature of the business to be considered at the meeting. The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to consider a Special Resolution shall specify the intention to propose the resolution as a Special Resolution. Notice of every general meeting shall be given to the Auditors and to all members other than such as, under the provisions hereof or the terms of issue of the shares they hold, are not entitled to receive such notice from the Company.”

(h) Article 80

By deleting the existing Article 80 in its entirety and by substituting therefor the following:

“80. At a general meeting of the Company, if the chairman of the Board of Directors is not present or if he declines to take the chair, the deputy chairman (if any) or vice chairman of the Board of Directors shall take the chair at the meeting. If there is no such chairman, deputy chairman or vice chairman of the Board of Directors, or if at the meeting, none of such persons is present or all such persons present decline to take the chair, the Directors present shall choose one of their number to take the chair at the meeting. If at the meeting, no Director is present, or all the Directors present decline to take the chair, or the chairman chosen shall retire from the chair, the Members present shall choose one of their number to take the chair at the meeting. For the purpose of this Article, a person shall be deemed present if he is present at the meeting within fifteen minutes after the time appointed for holding the meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

(i) Article 115(1)

By deleting the existing Article 115(1) in its entirety and by substituting therefor the following:

“115.(1) A Director shall not vote (nor be counted in the quorum) on any resolution of the Board of Directors approving any contract or arrangement or any other proposal in which he or any of his close associate(s) (or, if required under the Listing Rules, his other associate(s)) is materially interested, but this prohibition shall not apply to any of the following matters namely:
(i) any contract or arrangement for the giving to such Director or his close associate(s) any security or indemnity in respect of money lent by him or any of his close associate(s) or obligations incurred or undertaken by him or any of his close associate(s) at the request of or for the benefit of the Company or any of its subsidiaries;
(ii) any proposal, contract or arrangement for the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his close associate(s) has himself/themselves assumed responsibility in whole or in part whether alone or jointly under a guarantee or indemnity or by the giving of security;
(iii) any contract or arrangement concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his close associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
(iv) any contract or arrangement in which the Director or his close associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company;
(v) [INTENTIONALLY DELETED]
(vi) any proposal or arrangement concerning the adoption, modification or operation of:
- (a) any employees’ share scheme or any share incentive or a share option scheme under which a Director or his close associate(s) may benefit; or

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NOTICE OF ANNUAL GENERAL MEETING

(b) a pension fund or retirement, death or disability benefits scheme or other arrangement which relates both to directors, his close associate(s) and employees of the Company or of any of its subsidiaries and does not provide in respect of any Director, or his close associate(s), as such any privilege or advantage not accorded generally to the class of persons to which such scheme or fund relates.”

(j) Article 120

By deleting the existing Article 120 in its entirety and by substituting therefor the following:

“120. Except as would be permitted by the Companies Ordinance if the Company were incorporated in Hong Kong and except as permitted under the Companies Law, the Company shall not directly or indirectly:
(i) make a loan to a Director or his close associates, or a director of a holding company of the Company, or a body corporate controlled by any one or more of the Directors or the directors of any holding companies of the Company (whether jointly or severally, or directly or indirectly); or
(ii) enter into any guarantee or provide any security in connection with a loan made by any person to a Director, or a director of a holding company of the Company, or a body corporate controlled by any one or more of the Directors or the directors of any holding companies of the Company (whether jointly or severally, or directly or indirectly).”

(k) Article 152(5)

By deleting the existing Article 152(5) in its entirety and by substituting therefor the following:

“152.(5) Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board of Directors, may, subject to the provisions of the Listing Rules, specify that the same shall be payable or distributable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable or distributable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares. The provisions of this Article shall mutatis mutandis apply to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the Company to the Members.”

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NOTICE OF ANNUAL GENERAL MEETING

(2) “ THAT subject to the passing of the special resolution item 11(1) above in this Notice, the amended and restated 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 11(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.”

By Order of the Board Newton Resources Ltd Cheng Kar Shun Chairman and Non-executive Director

Hong Kong, 18 April 2016

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 articles of association of the Company and the poll voting results will be published on the websites of the 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 meeting is entitled to appoint another person as his proxy to attend and vote instead of him/her/it. 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/her/it and vote on his/her/its 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.
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 branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 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.
For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Monday, 16 May 2016 to Thursday, 19 May 2016, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at the 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 branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Friday, 13 May 2016.
An explanatory statement containing further details regarding the ordinary resolution item 10(1) above in this Notice is set out in Appendix II to the circular of the Company dated 18 April 2016.

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AI assistant

Newton Resources Ltd — AGM Information 2016

49785_rns_2016-04-15_52da918c-c116-4741-a8d5-46572cdcbc0f.pdf

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES, AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

Non-executive Directors:

Registered Office:

Executive Directors:

Independent Non-executive Directors:

Principal Place of

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES, AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION AND ADOPTION OF NEW MEMORANDUM AND ARTICLES OF ASSOCIATION AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

RE-ELECTION OF RETIRING DIRECTORS

GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE NEW SHARES

AMENDMENTS TO THE MEMORANDUM AND ARTICLES AND ADOPTION OF NEW MEMORANDUM AND ARTICLES

ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

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

7. SHARE REPURCHASE MADE BY THE COMPANY

8. UNDERTAKING OF THE DIRECTORS

1. Clause 2

2. Article 1

3. Article 43(f)

4. Article 45

5. Article 46

6. Article 62

7. Article 69

8. Article 80

9. Article 115(1)

10. Article 120

11. Article 152(5)

Notice of Annual General Meeting

ORDINARY RESOLUTIONS

(2) “ THAT :

SPECIAL RESOLUTION

(e) Article 46

(g) Article 69

(h) Article 80

(j) Article 120

(k) Article 152(5)

NOTICE OF ANNUAL GENERAL MEETING

By Order of the Board Newton Resources Ltd Cheng Kar Shun Chairman and Non-executive Director

Hong Kong, 18 April 2016

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Newton Resources Ltd AGM Information 2016