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Newton Resources Ltd Board/Management Information 2012

May 23, 2012

49785_rns_2012-05-23_6614ce0d-3f73-4a97-963f-4fd894dc11c7.pdf

Board/Management Information

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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)

RETIREMENT AND APPOINTMENT OF NON-EXECUTIVE DIRECTOR AND CHAIRMAN OF THE BOARD

The Board announces that with effect from the conclusion of the 2012 AGM, Mr. Tsang Yam Pui retired as a NED and the chairman of the Board as he would like to concentrate on his roles as an executive director of NWS, a substantial shareholder of the Company and currently listed on the Stock Exchange.

The Board is also pleased to announce that Dr. Cheng Kar Shun has been appointed as a NED and the chairman of the Board with effect from the conclusion of the AGM to fill the vacancies arising from the retirement of Mr. Tsang.

RETIREMENT OF NON-EXECUTIVE DIRECTOR AND CHAIRMAN OF THE BOARD

The board of directors (the “Board”) of Newton Resources Ltd (the “Company” together with its subsidiaries, the “Group”) announces that with effect from the conclusion of the annual general meeting of the Company held on 23 May 2012 (the “2012 AGM”), Mr. Tsang Yam Pui (“Mr. Tsang”) retired as a non-executive director of the Company (“NED”) and the chairman of the Board as he would like to concentrate on his roles as an executive director of NWS Holdings Limited (“NWS”), a substantial shareholder of the Company and currently listed on the Stock Exchange. Following his retirement, he also ceased to be a member of each of the nomination committee and remuneration committee of the Company (the “Remuneration Committee”).

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

The Board would like to express its gratitude to Mr. Tsang for his leadership and contributions during his tenure of office in the Group.

APPOINTMENT OF NON-EXECUTIVE DIRECTOR AND CHAIRMAN OF THE BOARD

The Board is also pleased to announce that Dr. Cheng Kar Shun (“Dr. Cheng”) has been appointed as a NED and the chairman of the Board by the shareholders of the Company at the 2012 AGM with effect from the conclusion of the AGM to fill the vacancies arising from the retirement of Mr. Tsang.

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

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

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

Save as disclosed above, in the three years preceding the date of his appointment, Dr. 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.

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

Dr. Cheng has entered into a letter of appointment with the Company for a fixed term of three years commencing from 23 May 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 services to the Company as NED, Dr. Cheng will be entitled to a director’s fee of HK$250,000 per annum. Save for the director’s fee, he is not expected to receive any other remuneration for holding his office as a NED. Dr. Cheng’s annual emoluments as NED is 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. The director’s remuneration of Dr. Cheng will be subject to annual review by the Remuneration Committee and the Board.

Save as disclosed above, Dr. Cheng does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the date of this announcement, Dr. Cheng does not have any interests in shares within the meaning of Part XV of the Securities and Futures Ordinance.

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

The Board would like to extend its warmest welcome to Dr. Cheng in joining the Board.

On behalf of the Board of Newton Resources Ltd Yao Zanxun Executive Director and Chief Executive Officer

Hong Kong, 23 May 2012

Following the conclusion of the AGM, the executive directors of the Company are Mr. Yao Zanxun, Ms. Yu Shuxian, 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.