Newton Resources Ltd — Board/Management Information 2015

Dec 30, 2015

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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 VICE-CHAIRMAN, NON-EXECUTIVE DIRECTOR

AND

MEMBERS OF THE BOARD COMMITTEES

The Board announces the following changes of the Company with effect from 2 January 2016:

1. Mr. Lam Wai Hon, Patrick has resigned as the Vice-Chairman, a non-executive Director and a member of the Remuneration Committee and the Nomination Committee of the Company; and

2. Mr. Hui Hon Chung has been appointed as the Vice-Chairman, a non-executive Director and a member of the Remuneration Committee and the Nomination Committee of the Company.

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

RESIGNATION OF VICE-CHAIRMAN, NON-EXECUTIVE DIRECTOR AND MEMBERS OF REMUNERATION COMMITTEE AND NOMINATION COMMITTEE

Mr. Lam Wai Hon, Patrick (“ Mr. Lam ”) has resigned as the Vice-Chairman, a nonexecutive Director and a member of the remuneration committee (“ Remuneration Committee ”) and the nomination committee (“ Nomination Committee ”) of the Company with effect from 2 January 2016 due to his decision to devote more time to his other commitments.

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Mr. Lam 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 of Hong Kong Limited (the “ Stock Exchange ”).

The Board would like to take this opportunity to express its sincere gratitude to Mr. Lam for his invaluable contributions to the Group during his tenure of service and wish him every success in his future endeavours.

APPOINTMENT OF VICE-CHAIRMAN, NON-EXECUTIVE DIRECTOR AND MEMBERS OF REMUNERATION COMMITTEE AND NOMINATION COMMITTEE

Mr. Hui Hon Chung (“ Mr. Hui ”), aged 65, has been appointed as the vice-chairman, a non-executive Director, a member of the Remuneration Committee and the Nomination Committee of the Company with effect from 2 January 2016.

Mr. Hui is an executive director and the deputy chief executive officer of NWS Holdings Limited, a company listed on the Stock Exchange (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.

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.

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Save as disclosed above, in the three years preceding the date of his appointment, 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 of association of the Company. In respect of his service to the Company as a non-executive Director, Mr. Hui is entitled to a Director’s fee of HK$230,000 per annum. Mr. Hui’s annual emoluments as a 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. The director’s remuneration of Mr. Hui will be subject to annual review by the Remuneration Committee and the Board.

As at the date of this announcement, Mr. Hui does not have any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). 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 Rules Governing the Listing of Securities on the Stock Exchange and there are no other matters in relation to Mr. Hui’s appointment that need to be brought to the attention of the shareholders of the Company.

The Board would like to express its warmest welcome to Mr. Hui for joining the Board.

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

Hong Kong, 30 December 2015

As at the date of this announcement, the executive Directors are Mr. Li Changfa and Mr. Luk Yue Kan; the non-executive Directors are Dr. Cheng Kar Shun, Mr. Lam Wai Hon, Patrick, Mr. Cheng Chi Ming, Brian and Mr. Wu Wai Leung, Danny; and the independent non-executive Directors are Mr. Tsui King Fai, Mr. Lee Kwan Hung and Mr. Shin Yick, Fabian.

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