Newton Resources Ltd — Capital/Financing Update 2012

Nov 27, 2012

Hong Kong Exchange 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)

RESTORATION OF PUBLIC FLOAT

Reference is made to the announcement of Newton Resources Ltd (the “ Company ”) dated 14 November 2012 in relation to, among others, the level of public float of the Company (the “ Announcement ”). Unless otherwise defined, capitalized terms used in this announcement shall have the same meanings as defined in the Announcement.

Since the publication of the Announcement, the Company has closely monitored the shareholding of the Company and has been informed by Fast Fortune that it had disposed of 230,000,000 Shares, representing approximately 5.75% of the issued share capital of the Company, to three institutional investors (the “ Purchasers ”) at the average price of HK$1.02 per Share (the “ Shares Sale ”). According to the confirmation from the broker of Fast Fortune, the Purchasers are third parties independent of the Company and its connected persons (as defined under the Listing Rules). Immediately after completion of the Shares Sale, Fast Fortune holds 480,000,000 Shares and its shareholding interests in the issued share capital of the Company has reduced from approximately 17.75% to approximately 12%.

The Board confirms that, to the best of its knowledge, information and belief, based on the shareholding records available and having made all reasonable enquiries, immediately after completion of the Shares Sale, approximately 1,001,430,000 Shares are currently held in public hands (within the meaning of Rule 8.24 of the Listing Rules) and the public float of the Company has been restored to approximately 25.04% which is in compliance with the 25% minimum public float requirement under Rule 8.08(1)(a) of the Listing Rules. It is expected that none of the Purchasers has become a substantial shareholder (as defined under the Listing Rules) of the Company immediately after completion of the Shares Sale.

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The following is a summary of the shareholding structure of the Company immediately before and immediately after completion of the Shares Sale:-

Substantial ShareholdersFaithful BoomFast FortunePlus AllLord FortunePublic ShareholdersPurchasers of theShares SaleOther public shareholdersTotal	Substantial ShareholdersFaithful BoomFast FortunePlus AllLord FortunePublic ShareholdersPurchasers of theShares SaleOther public shareholdersTotal	Before Completion ofthe Shares SaleNo. of SharesApproximate %	Before Completion ofthe Shares SaleNo. of SharesApproximate %	Before Completion ofthe Shares SaleNo. of SharesApproximate %	After Completion ofthe Shares SaleNo. of SharesApproximate %	After Completion ofthe Shares SaleNo. of SharesApproximate %	After Completion ofthe Shares SaleNo. of SharesApproximate %
	aithful Boomast Fortunelus Allord Fortuneublic Shareholdersurchasers of theShares Sale	1,920,000,000710,000,000228,570,000370,000,000－		4800	1920000000	4800
				.17.755.71	,,,480,000,000228,570,000	.12.005.71
				9.25	370,000,000	9.25
				－	230,000,000	5.75
		771,430,0004,000,000,000	19.29100.00		771,430,0004,000,000,000	19.29
						100.00

According to the information disclosed by the directors (the “Directors”) and substantial shareholders of the Company and recorded in the registers required to be kept under Section 336 of the Securities and Futures Ordinance, none of the Directors, chief executive and the substantial shareholders have purchased any Shares of the Company during the period from 14 November 2012 (date of last Announcement) up to the date of this announcement. If the Company is aware of any purchase of Shares of the Company by the Directors or any connected persons or their associates (as defined under the Listing Rules) during the above period, the Company will immediately make a further announcement.

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

Hong Kong, 27 November 2012

As at the date of this announcement, 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.

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