Newton Resources Ltd — Major Shareholding Notification 2012

Nov 14, 2012

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)

DISPOSAL OF SHARES BY SUBSTANTIAL SHAREHOLDER AND

LEVEL OF PUBLIC FLOAT

The Board hereby announces that the Company has been notified by Fast Fortune, a substantial shareholder of the Company, that on 13 November 2012, it sold 370,000,000 Shares to Lord Fortune at the price of HK$0.95 per Share.

After completion of the Shares Disposal, the public float of the Company fell below 25% of the entire issued share capital of the Company. The Company will take appropriate steps to ensure the restoration of public float as soon as practicable, and each of Fast Fortune, VMS and Ms. Mak has undertaken to the Company to take appropriate steps to restore the public float of the Company within one month from the date of this announcement.

Shareholders and prospective investors are advised to exercise caution when dealing in the Shares.

DISPOSAL OF SHARES BY SUBSTANTIAL SHAREHOLDER

The board of directors (the “ Board ”) of Newton Resources Ltd (the “ Company ”) hereby announces that it has been notified by Fast Fortune Holdings Limited (“ Fast Fortune ”), a wholly-owned subsidiary of VMS Investment Group Limited (“ VMS ”) and a substantial shareholder of the Company, that on 13 November 2012, Fast Fortune sold 370,000,000 shares of the Company (the “ Share(s) ”) to Lord Fortune Enterprises Limited (“ Lord Fortune ”), a wholly-owned subsidiary of Shougang Holding (Hong Kong) Limited (“ Shougang Hong Kong ”) at the price of HK$0.95 per Share (the “ Shares Disposal ”). The Board has also been notified by Lord Fortune that it purchased 370,000,000 Shares from Fast Fortune at the price of HK$0.95 per Share on 13 November 2012.

After completion of the Shares Disposal, Fast Fortune holds 710,000,000 Shares, representing approximately 17.75% of the issued share capital of the Company and Lord Fortune holds 370,000,000 Shares, representing approximately 9.25% of the issued share capital of the Company.

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To the best of the knowledge, information and belief of the Board and based on shareholding records available and the information provided by Fast Fortune and Lord Fortune as set out above, the shareholding structure of the Company immediately before and after completion of the Shares Disposal is set out as follows:

Faithful Boom Investments Limited (“Faithful Boom”)(Note 1) Fast Fortune_(Note 2) Plus All Holdings Limited (“Plus All”)(Note 3) Lord Fortune(Note 3)_ Other shareholders Total	Before Completion of the Shares Disposal No. of Shares Approximate % 1,920,000,000 48.00 1,080,000,000 27.00 228,570,000 5.71 — — 771,430,000 19.29 4,000,000,000 100.00	After Completion of the Shares Disposal No. of Shares Approximate % 1,920,000,000 48.00 710,000,000 17.75 228,570,000 5.71 370,000,000 9.25 771,430,000 19.29 4,000,000,000 100.00	After Completion of the Shares Disposal No. of Shares Approximate % 1,920,000,000 48.00 710,000,000 17.75 228,570,000 5.71 370,000,000 9.25 771,430,000 19.29 4,000,000,000 100.00
			100.00

Notes:

• (1) NWS Holdings Limited (“ NWS ”) holds a 100% direct interest in NWS Resources Limited (“ NWS Resources ”), which holds a 100% direct interest in NWS Mining Limited (“ NWS Mining ”). NWS Mining holds a 100% interest in Modern Global Holdings Limited (“ Modern Global ”), which holds a 100% direct interest in Perfect Move Limited (“ 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.

• (2) Fast Fortune is a wholly-owned subsidiary of VMS. Ms. Mak Siu Hang, Viola (“ Ms. Mak ”) holds a 100% direct interest in VMS. Therefore, both Ms. Mak and VMS are deemed to be interested in all the Shares held by or deemed to be interested by Fast Fortune.

• (3) Plus All and Lord Fortune are wholly-owned subsidiaries of Shougang Hong Kong. Therefore, Shougang Hong Kong is deemed to be interested in all the Shares held by or deemed to be interested by Plus All and Lord Fortune.

STATUS OF PUBLIC FLOAT

After completion of the Shares Disposal, the aggregate interest of Shougang Hong Kong in the issued share capital of the Company increased from approximately 5.71% to approximately 14.96% and Shougang Hong Kong becomes a substantial shareholder of the Company. According to Rule 8.24 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), Shougang Hong Kong, a connected person of the Company by virtue of being its substantial shareholder, would not be regarded as a member of “the public” and the Shares held by it would not be regarded as “in public hands”.

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Further, as a result of the Shares Disposal and based on the shareholding records available to the Company, the percentage of Shares that remains in the public hands fell below the public float requirement (from approximately 25% prior to the Shares Disposal to approximately 19.29% immediately after completion of the Shares Disposal) as set out under Rule 8.08(1)(a) of the Listing Rules that requires at least 25% of the Company’s total issued share capital must at all times be held by the public. After completion of the Shares Disposal, approximately 19.29% of the entire issued share capital of the Company is in the public hands.

STEPS TO RESTORE PUBLIC FLOAT

In view of the insufficiency of the public float of the Company as set out above, the Company will take appropriate steps to ensure the restoration of public float as soon as practicable, and each of Fast Fortune, VMS and Ms. Mak has undertaken to the Company to take appropriate steps to restore the public float of the Company within one month from the date of this announcement. A further announcement will be made by the Company to keep the shareholders and the prospective investors informed of the progress of the matter as and when appropriate.

Shareholders and prospective investors are advised to exercise caution when dealing in the Shares.

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

Hong Kong, 14 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 non-executive 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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