Newton Resources Ltd — Major Shareholding Notification 2015

Jun 19, 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)

INSIDE INFORMATION -

DISPOSAL OF SHARES BY CONTROLLING SHAREHOLDER

This announcement is made by the board of directors (the “ Board ”) of Newton Resources Ltd (the “ Company ”) pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Reference is made to the announcement of the Company dated 10 June 2015 relating to, among others, the possible disposal by NWS Holdings Limited (“ NWSH ”), the controlling shareholder of the Company, of some of the shares of the Company.

The Company was informed by NWSH that Faithful Boom Investments Limited (“ FBIL ”, an indirect wholly-owned subsidiary of NWSH) (as vendor) entered into a sale and purchase agreement (the “ Sale and Purchase Agreement ”) with, among others, Plus All Holdings Limited (“ PAHL ”, a wholly-owned subsidiary of Shougang Holding (Hong Kong) Limited (“ Shougang Holding ”) which in turn is a substantial shareholder of the Company) (as purchaser) on 18 June 2015 (after trading hours), pursuant to which FBIL agreed to dispose of and PAHL agreed to purchase 500,000,000 shares in the Company (representing approximately 12.50% of the total issued share capital of the Company as at the date of this announcement) at total consideration of HK$375,000,000 (the “ Disposal ”).

The Company was further informed by NWSH that under the Sale and Purchase Agreement, the completion of the Disposal is expected to take place by no later than 18 July 2015. However, if certain event occurs before that date, the Disposal will lapse and may not proceed to completion.

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Immediately upon completion of the Disposal, assuming there is no change in the issued share capital of the Company from the date of this announcement to the date of completion of the Disposal, NWSH, through its interest in FBIL, will be interested in 1,420,000,000 shares in the Company (representing 35.50% of the total issued share capital of the Company) and PAHL will be interested in 728,570,000 shares in the Company (representing approximately 18.21% of the total issued share capital of the Company) (comprising 500,000,000 shares being the subject of the Disposal, and 228,570,000 shares currently held by PAHL). Shougang Holding will, having taken into account the 370,000,000 shares of the Company currently held by Lord Fortune Enterprises Limited (which is also a wholly-owned subsidiary of Shougang Holding) and the abovementioned 728,570,000 shares of the Company held by PAHL, be interested in a total of 1,098,570,000 shares of the Company (representing approximately 27.46% of the total issued share capital of the Company) immediately upon completion of the Disposal.

Shareholders and investors of the Company should exercise caution when dealing in the securities of the Company.

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

Hong Kong, 18 June 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 and Mr. Lee Kwan Hung.

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