Newton Resources Ltd — Board/Management Information 2012

Aug 30, 2012

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1231)

CHANGE OF EXECUTIVE DIRECTOR AND AUTHORISED REPRESENTATIVE

AND RESIGNATION OF CHIEF EXECUTIVE OFFICER

The Board announces the following changes in directorship and authorised representative of the Company:

1. Mr. Yao Zanxun resigned as executive director, chief executive officer, vice-chairman and one of the authorised representatives of the Company on 30 August 2012 due to his desire to devote more time to his personal endeavours; and

2. Mr. Jiao Ying has been appointed as executive director and one of the authorised representatives of the Company with effect from 30 August 2012.

The board of directors (the “Board”) of Newton Resources Ltd (the “Company” together with its subsidiaries, the “Group”) announces the following changes in directorship and authorised representative of the Company:

RESIGNATION OF EXECUTIVE DIRECTOR, CHIEF EXECUTIVE OFFICER, VICE-CHAIRMAN AND AUTHORISED REPRESENTATIVE

Mr. Yao Zanxun (“Mr. Yao”) resigned as executive director, chief executive officer, vicechairman and one of the authorised representatives of the Company to accept service of process and notices on behalf of the Company in Hong Kong under Rule 19.05(2) of the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) on 30 August 2012 due to his desire to devote more time to his personal endeavours.

Mr. Yao has confirmed that he has no disagreement with the Board and there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company and the Stock Exchange.

The resignation of Mr. Yao will not have any impact on the normal operations of the Board. Subsequent to the resignation of Mr. Yao, his day-to-day management responsibilities as the chief executive officer of the Company will be temporarily taken up by other executive directors of the Company until a suitable candidate is appointed to fill the vacancy. Further announcement will be made by the Company in relation to such appointment as and when appropriate.

The Board would like to express its appreciation to Mr. Yao for his contributions to the Company during his tenure of office.

APPOINTMENT OF EXECUTIVE DIRECTOR AND AUTHORISED REPRESENTATIVE

Mr. Jiao Ying (“Mr. Jiao”) has been appointed as executive director and one of the authorised representatives of the Company with effect from 30 August 2012.

Mr. Jiao, aged 50, has been appointed as the chief financial officer of the Company since 13 December 2010 and oversees finance operation, investor relations, administration, procurement, sales and marketing functions of the Group. He is currently a director of Jet Bright Limited, Newton Resources Investments Limited and Lincheng Xingye Mineral Resources Co., Ltd., subsidiaries of the Company.

Mr. Jiao graduated with a Bachelor of Arts in English and a Bachelor of Arts in International Journalism from Shanghai Foreign Studies University and obtained a Master of Education from Nottingham University in Great Britain and a Master of Business Administration from the University of International Business and Economics. He is a member of Institute of Management Accountants (IMA).

From 1992 to 2001, Mr. Jiao was the financial controller and secretary to the board of directors, of China World Trade Center Company Ltd., a company listed on the Shanghai Stock Exchange (Stock Code: 600007). From 2001 to 2004, Mr. Jiao was the chief financial officer of Zoom Networks (Shenzhen) Co., Ltd. (中太數據通信（深圳）公司). From 2005, Mr. Jiao worked as an assistant to the chief executive officer of Tianjin Tianshi Biological Development Co., Ltd., a subsidiary of Tiens Biotech Group (USA), Inc. From 2007 to 2008, Mr. Jiao was the chief financial officer of China Shenzhou Mining & Resources, Inc. (symbol: SHZ), a company listed on the American Stock Exchange (now known as NYSE Amex Equities). From 2008 to 2009, Mr. Jiao worked as a director and the chief financial officer of Golden Cattle Livestock Breeding Technology Holdings Limited. From 2009 to 2010, Mr. Jiao worked as an executive vice-president and the general manager of the financial management department of Anton Oilfield Services Group (stock code: 3337).

Save as disclosed above, in the three years preceding the date of his appointment, Mr. Jiao 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. Jiao has entered into a service contract with the Company for a fixed term of three years commencing from 30 August 2012, subject to retirement by rotation and re-election at annual general meetings pursuant to the articles of association of the Company. In respect of his service to the Company as executive director, Mr. Jiao will be entitled to a director’s fee of RMB115,400 per month. Save for the director’s fee, discretionary bonus and share options granted to him under the Pre-IPO Share Option Scheme adopted by the Company on 25 January 2011, he is not expected to receive any other remuneration for holding his office as an executive director. Mr. Jiao’s annual emoluments as 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. The director’s remuneration of Mr. Jiao will be subject to annual review by the Remuneration Committee and the Board.

As at the date of this announcement, Mr. Jiao was interested in 4,000,000 shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance which are the shares which may be allotted and issued to him upon exercise of his share options. Save as disclosed above, Mr. Jiao does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company.

Mr. Jiao 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. Jiao that need to be brought to the attention of the shareholders.

The Board would like to extend its warmest welcome to Mr. Jiao in joining the Board.

On behalf of the Board of Newton Resources Ltd Cheng Kar Shun Chairman and Non-Executive Director

Hong Kong, 30 August 2012

Following the conclusion of the Board meeting, the executive directors of the Company are Ms. Yu Shuxian, Mr. Jiao Ying, Mr. Li Yuelin, Mr. Lin Zeshun and Mr. Liu Yongxin; the nonexecutive directors of the Company are Dr. Cheng Kar Shun, Mr. Lam Wai Hon, Patrick and Mr. Cheng Chi Ming, Brian; and the independent non-executive directors of the Company are Mr. Tsui King Fai, Mr. Lee Kwan Hung and Mr. Wu Wai Leung, Danny.