Newton Resources Ltd — Proxy Solicitation & Information Statement 2015

Apr 17, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Newton Resources Ltd, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1231)

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of the Company to be held at Meeting Room S228 (Harbour Road Entrance), Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Thursday, 21 May 2015 at 11:45 a.m. is set out on pages 17 to 20 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed with this circular. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.newton-resources.com).

If you are not able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting or any adjournment thereof if they so wish and, in such event, the form of proxy shall be deemed to be revoked.

20 April 2015

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandates to Repurchase Shares and Issue New Shares . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I – DETAILS OF THE RETIRING DIRECTORS
STANDING FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II – EXPLANATORY STATEMENT FOR
THE SHARE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– i –

DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions shall have the meanings set out below:

“Annual General Meeting” the annual general meeting of the Company to be held at or “AGM” Meeting Room S228 (Harbour Road Entrance), Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Thursday, 21 May 2015 at 11:45 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the AGM which is set out on pages 17 to 20 of this circular, or any adjournment thereof “Articles” the articles of association of the Company “Board” the board of Directors “close associates” has the meaning ascribed thereto under the Listing Rules “Company” Newton Resources Ltd, a company incorporated in the Cayman Islands with limited liability, and the shares of which are listed on the main board of the Stock Exchange “Controlling Shareholder” has the meaning ascribed thereto under the Listing Rules “core connected person(s)” has the meaning ascribed thereto under the Listing Rules “Director(s)” the director(s) of the Company “Group” the Company and its subsidiaries “HK$” Hong Kong dollar, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Latest Practicable Date” 15 April 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “NWD” New World Development Company Limited, a substantial Shareholder of the Company “NWS” NWS Holdings Limited, a substantial Shareholder of the Company

– 1 –

DEFINITIONS

“PRC” The People’s Republic of China for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “Pre-IPO Share Option the pre-IPO share option scheme adopted by the Company on 25 Scheme” January 2011 “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Shares(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company

“Share Issuance Mandate” a general mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to allot, issue or deal with the Shares during the period and in the manner as set out in item 8(2) of the notice of the AGM up to 20% of the issued share capital of the Company as at the date of passing such proposed ordinary resolution

“Share Repurchase Mandate” a general mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to repurchase the Shares during the period and in the manner as set out in item 8(1) of the notice of the AGM up to 10% of the issued share capital of the Company as at the date of passing such proposed ordinary resolution

“Shareholder(s)” holder(s) of the Share(s)

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“Substantial Shareholder” has the meaning ascribed thereto under the Listing Rules “Takeovers Code” The Code on Takeovers and Mergers “%” per cent

– 2 –

LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1231)

Non-executive Directors:

Dr. Cheng Kar Shun (Chairman) Mr. Lam Wai Hon, Patrick (Vice-Chairman) Mr. Cheng Chi Ming, Brian

Registered Office:

P.O. Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands

Executive Directors:

Mr. Li Changfa Mr. Luk Yue Kan

Independent Non-executive Directors:

Mr. Tsui King Fai Mr. Lee Kwan Hung Mr. Wu Wai Leung, Danny

Principal Place of Business in Hong Kong:

Room 1505 15th Floor, New World Tower 16-18 Queen’s Road Central Central, Hong Kong

20 April 2015

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of certain resolutions to be proposed at the AGM for (i) the re-election of the retiring Directors; and (ii) the granting of the Share Repurchase Mandate and the Share Issuance Mandate to repurchase Shares and to issue new Shares respectively, and to give you notice of the AGM.

– 3 –

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

In accordance with articles 106(1) and 106(2) of the Articles, Dr. Cheng Kar Shun, Mr. Lee Kwan Hung and Mr. Wu Wai Leung, Danny shall retire from office at the AGM, whereas pursuant to article 101(3) of the Articles, Mr. Luk Yue Kan who become Director with effect from 1 April 2015 shall hold office until the AGM. All of the above retiring Directors, being eligible, shall offer themselves for re-election as Directors at the AGM.

Mr. Lee Kwan Hung and Mr. Wu Wai Leung, Danny, independent non-executive Directors, have confirmed their independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The Company considers Mr. Lee Kwan Hung and Mr. Wu Wai Leung, Danny are still independent in accordance with the independence guideline as set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning.

Details of these retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix I to this circular.

GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE NEW SHARES

At the annual general meeting of the Company held on 23 May 2014, general mandates were granted to the Directors to exercise the powers of the Company to repurchase Shares and issue new Shares respectively. Such mandates, to the extent not used by the date of AGM, will lapse at the conclusion of the AGM. In order to give the Directors the flexibility and discretion to exercise the powers of the Company to repurchase Shares and to issue new Shares if and when appropriate, the following ordinary resolutions will be proposed at the AGM to approve:

• (a) the granting of the proposed Share Repurchase Mandate to the Directors to exercise the power of the Company to repurchase Shares representing up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the proposed ordinary resolution contained in item 8(1) of the notice of the AGM as set out on pages 17 to 20 of this circular (i.e. an aggregate nominal amount of a maximum of 400,000,000 Shares on the basis that no further Shares are issued or repurchased before the AGM);

• (b) the granting of the proposed Share Issuance Mandate to the Directors to exercise the power of the Company to allot, issue or deal with new Shares representing up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the proposed ordinary resolution contained in item 8(2) of the notice of the AGM as set out on pages 17 to 20 of this circular (i.e. an aggregate nominal amount of a maximum of 800,000,000 Shares on the basis that no further Shares are issued or repurchased before the AGM); and

• (c) the extension of the Share Issuance Mandate such that the number of the Shares repurchased by the Company pursuant to the Share Repurchase Mandate will also be added to the Share Issuance Mandate as mentioned in item 8(2) of the proposed ordinary resolution.

– 4 –

LETTER FROM THE BOARD

With reference to the Share Repurchase Mandate and the Share Issuance Mandate, the Directors wish to state that they have no immediate plan to repurchase any Shares or issue any new Shares pursuant thereto.

An explanatory statement required by the Listing Rules to provide the Shareholders with all information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.

ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the AGM is set out on pages 17 to 20 of this circular.

Pursuant to the Listing Rules and the Articles, any vote of the Shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the AGM. An announcement on the poll vote results will be published by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.newton-resources.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish and, in such event, your form of proxy shall be deemed to be revoked.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the proposals for the re-election of retiring Directors, and the granting of the Share Repurchase Mandate and Share Issuance Mandate are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

– 5 –

LETTER FROM THE BOARD

GENERAL

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholders is required to abstain from voting on the resolutions to be proposed at the AGM.

Your attention is also drawn to the additional information set out in the Appendices to this circular.

Yours faithfully, For and on behalf of the Board Newton Resources Ltd Cheng Kar Shun Chairman and Non-executive Director

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DETAILS OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX I

The following are the details of the retiring Directors who will retire and, being eligible, offer themselves for re-election at the AGM:

Dr. Cheng Kar Shun , aged 68, has been appointed as a non-executive Director and the chairman of the Company since 23 May 2012.

He is currently the chairman and executive director of 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 Hang Seng Bank Limited (stock code: 11), a non-executive director of Lifestyle International Holdings Limited (stock code: 1212) and SJM Holdings Limited (stock code: 880). 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 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 chairman of New World Hotels (Holdings) Limited.

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

Dr. Cheng is the father of Mr. Cheng Chi Ming, Brian (a non-executive director of the Company and an executive director of NWS).

Save as disclosed above, in the three years preceding the Latest Practicable Date, 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 entered into a letter of appointment with the Company on 23 May 2012 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. In respect of his service to the Company as non-executive Director, Dr. Cheng is entitled to a Director’s fee of HK$275,600 per annum. Save for the Director’s fee, he is not expected to receive any other remuneration for holding his office as a non-executive Director. Dr. Cheng’s annual emoluments as non-executive Director was determined by the Board based on the recommendation from the remuneration committee of the Company with reference to the Company’s performance, his duties and responsibilities with the Company, and prevailing market conditions. For the financial year ended 31 December 2014, his emoluments comprised a Director’s fee of HK$262,500.

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DETAILS OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX I

As at the Latest Practicable Date, Dr. Cheng does not have any interests in Shares within the meaning of Part XV of the SFO. 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.

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 Listing Rules and there are no other matters in relation to Dr. Cheng that need to be brought to the attention of the Shareholders.

Mr. Lee Kwan Hung , aged 49, has been appointed as an independent non-executive Director since 15 December 2010 and is the chairman of each of the Remuneration Committee and the Nomination Committee and a member of the Audit Committee.

He currently holds positions in the following listed companies:

Name of company	Title
Embry Holdings Limited (stock code: 1388)	Independent non-executive director
NetDragon Websoft Inc. (stock code: 777)	Independent non-executive director
Asia Cassava Resources Holdings Limited	Independent non-executive director
(stock code: 841)
Futong Technology Development Holdings Limited	Independent non-executive director
(stock code: 465)
Walker Group Holdings Limited (stock code: 1386)	Independent non-executive director
Tenfu (Cayman) Holdings Company Limited	Independent non-executive director
(stock code: 6868)
China BlueChemical Ltd. (stock code: 3983)	Independent non-executive director
Landsea Green Properties Co., Ltd. (stock code: 106)	Independent non-executive director

Moreover, he was an independent non-executive director of New Universe International Group Limited (stock code: 8068), Yuexiu REIT Asset Management Limited (stock code: 405) and Far East Holdings International Limited (stock code: 36), up to his resignation on 18 July 2012, 7 October 2014 and 12 November 2014 respectively.

Mr. Lee holds a Bachelor of Laws (Honours) degree and Postgraduate Certificate in Laws from the University of Hong Kong. He was admitted as a solicitor in Hong Kong and the United Kingdom and is a practising lawyer. Between 1993 and 1994, Mr. Lee was a senior manager in the Listing Division of the Stock Exchange. Mr. Lee was a partner of Woo Kwan Lee & Lo between 2001 to 2011. Currently, he is a consultant of Howse Williams Bowers.

Save as disclosed above, in the three years preceding the Latest Practicable Date, Mr. Lee 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.

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DETAILS OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX I

Mr. Lee entered into a letter of appointment with the Company on 19 May 2014 for a fixed term of three years commencing from 4 July 2014, subject to retirement by rotation and re-election at annual general meetings pursuant to the Articles. In respect of his service to the Company as independent non-executive Director, Mr. Lee is entitled to a Director’s fee of HK$220,500 per annum. Save for the Director’s fee and share options granted to him under the Pre-IPO Share Option Scheme, he is not expected to receive any other remuneration for holding his office as an independent non-executive Director. Mr. Lee’s annual emoluments as independent non-executive Director was determined by the Board based on the recommendation from the remuneration committee of the Company with reference to the Company’s performance, his duties and responsibilities with the Company, and prevailing market conditions. For the financial year ended 31 December 2014, his emoluments comprised a Director’s fee of HK$210,000.

As at the Latest Practicable Date, Mr. Lee was interested in 800,000 Shares within the meaning of Part XV of the SFO which are the Shares which may be allotted and issued to him upon exercise of his share options. Save as disclosed above, Mr. Lee does not have any relationship with any other Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company.

Mr. Lee has met the independence guidelines as set out in Rule 3.13 of the Listing Rules and has submitted to the Stock Exchange a written confirmation concerning his independence to the Company. He has also given an annual confirmation of his independence to the Company. The Board, therefore, considers Mr. Lee to be independent and believes that he should be re-elected.

Mr. Lee has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Lee that need to be brought to the attention of the Shareholders.

Mr. Wu Wai Leung, Danny , aged 54, has been appointed as an independent non-executive Director since 25 January 2011 and is a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee.

He graduated from the University of Hong Kong with a Bachelor’s degree in social sciences in 1985.

Mr. Wu has over 20 years of experience in investing and business operations in Asia. Since 2003, Mr. Wu has been a director of First Gateway Capital Limited (formerly known as First U.S. Capital Limited) which engages in early stage investment, and investment advisory services to small and medium enterprises in Asia, with a focus in transportation, resource, manufacturing, technology and telecommunication companies. From 1985 to 2002, Mr. Wu served various management positions in Hong Kong Trade Development Council, the Hong Kong office of Quanta Industries Ltd., Sino-Wood Partners, Limited and had been a director of Sino Automotive Parts Limited. Between 2003 and 2006, Mr. Wu was appointed as the Economic Advisor of Weifang Municipal Overseas Investment Promotion Bureau, Shandong Province, the PRC.

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DETAILS OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX I

Save as disclosed above, in the three years preceding the Latest Practicable Date, Mr. Wu 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. Wu entered into a letter of appointment with the Company on 19 May 2014 for a fixed term of three years commencing from 4 July 2014, subject to retirement by rotation and re-election at annual general meetings pursuant to the Articles. In respect of his service to the Company as independent non-executive Director, Mr. Wu is entitled to a Director’s fee of HK$220,500 per annum. Save for the Director’s fee and share options granted to him under the Pre-IPO Share Option Scheme, he is not expected to receive any other remuneration for holding his office as an independent non-executive Director. Mr. Wu’s annual emoluments as independent non-executive Director was determined by the Board based on the recommendation from the remuneration committee of the Company with reference to the Company’s performance, his duties and responsibilities with the Company, and prevailing market conditions. For the financial year ended 31 December 2014, his emoluments comprised a Director’s fee of HK$210,000.

As at the Latest Practicable Date, Mr. Wu was interested in 800,000 Shares within the meaning of Part XV of the SFO which are the Shares which may be allotted and issued to him upon exercise of his share options. Save as disclosed above, Mr. Wu does not have any relationship with any other Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company.

Mr. Wu has met the independence guidelines as set out in Rule 3.13 of the Listing Rules and has submitted to the Stock Exchange a written confirmation concerning his independence to the Company. He has also given an annual confirmation of his independence to the Company. The Board, therefore, considers Mr. Wu to be independent and believes that he should be re-elected.

Mr. Wu has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Wu that need to be brought to the attention of the Shareholders.

Mr. Luk Yue Kan , aged 39, has been appointed as an executive Director and the chief financial officer of the Company since 1 April 2015. He joined the Company in March 2011 as the financial controller. In November 2011, he assumed the additional role of the company secretary of the Company. He oversees the treasury management, financial reporting, company secretarial, mergers and acquisitions, human resources, risk management and investor relations matters of the Company. He is also a director and company secretary of various subsidiaries of the Company.

Mr. Luk holds a Bachelor’s degree in Accountancy from the Hong Kong Polytechnic University. He is a member of the Hong Kong Institute of Certified Public Accountants, and an associate and a Certified Tax Advisor of the Taxation Institute of Hong Kong. Mr. Luk has over 17 years’ experience in auditing, accounting and financial management.

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DETAILS OF THE RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX I

Save as disclosed above, in the three years preceding the Latest Practicable Date, Mr. Luk 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. Luk entered into a service contract with the Company on 26 March 2015 for an initial term of three years commencing from 1 April 2015, subject to retirement by rotation and re-election at annual general meetings pursuant to the Articles. Under the service agreement, Mr. Luk will be entitled to a remuneration of HK$8,000 per month and discretionary bonus in respect of his service as an executive Director. Save for the above remuneration and discretionary bonus, he is not expected to receive any other remuneration for holding his office as an executive Director. Mr. Luk’s annual emoluments as executive Director was determined by the Board based on the recommendation from the remuneration committee of the Company with reference to the Company’s performance, his duties and responsibilities with the Company and prevailing market conditions.

As at the Latest Practicable Date, Mr. Luk does not have any interests in Shares within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Luk does not have any relationship with any other Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company.

Mr. Luk has not been involved in any of the matters as mentioned under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to Mr. Luk that need to be brought to the attention of the Shareholders.

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EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE

APPENDIX II

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with all information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Share Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 4,000,000,000 Shares.

Subject to the passing of the ordinary resolution granting the proposed Share Repurchase Mandate as set out in item 8(1) of the notice of the AGM and on the basis that no further Shares are issued or repurchased before the AGM, the Directors would be authorised to exercise the power of the Company under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, an aggregate nominal amount of a maximum of 400,000,000 Shares, representing 10% of the aggregate nominal amount of the Shares in issue as at the date of the AGM.

2. REASONS FOR REPURCHASE

The Directors believe that the granting of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Such repurchases of Shares may, depending on the market conditions and funding arrangements at the relevant time, result in an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASE

Repurchases of Shares pursuant to the proposed Share Repurchase Mandate would be financed out of funds legally available for such purpose in accordance with the memorandum and articles of association of the Company, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

Repurchases will be funded from the Company’s available cash flow or working capital facilities.

4. IMPACT OF REPURCHASE

There might be a material adverse impact on the working capital and/or gearing position of the Company (as compared with the financial position disclosed in the latest audited accounts contained in the annual report of the Company for the year ended 31 December 2014) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent and in circumstances that would have a material adverse impact on the working capital or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE

APPENDIX II

5. SHARE PRICES

The highest and lowest prices per Share at which Shares traded on the Stock Exchange during each of the previous 12 months, and up to the Latest Practicable Date were as follows:

	Highest	Lowest
Month	Price	Price
	HK$	HK$
2014
April	0.890	0.710
May	0.780	0.490
June	0.670	0.455
July	0.850	0.660
August	0.900	0.800
September	0.920	0.870
October	0.900	0.750
November	1.020	0.780
December	0.880	0.800
2015
January	0.900	0.780
February	0.880	0.790
March	0.990	0.780
April (up to the Latest Practicable Date)	0.900	0.810

6. EFFECT OF TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

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EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE

APPENDIX II

If the Repurchase Mandate were exercised in full, the shareholding percentage of the Substantial Shareholders, who have an interest in 10% or more of the issued share capital of the Company as at the Latest Practicable Date, before and after such repurchase would be as follows:

			Percentage of
			shareholding if
			Share Repurchase
	Number of	Percentage of	Mandate is
Name of Shareholder	Shares held	shareholdings	exercised in full
Cheng Yu Tung Family (Holdings) Limited(1)	1,920,000,000	48.00%	53.33%
Cheng Yu Tung Family (Holdings II) Limited(2)	1,920,000,000	48.00%	53.33%
Chow Tai Fook Capital Limited	1,920,000,000	48.00%	53.33%
(“CTF Capital”)(3)
Chow Tai Fook (Holding) Limited	1,920,000,000	48.00%	53.33%
(“CTF Holding”)(4)
Chow Tai Fook Enterprises Limited	1,920,000,000	48.00%	53.33%
(“CTF Enterprises”)(5)
NWD(6)	1,920,000,000	48.00%	53.33%
NWS(7)	1,920,000,000	48.00%	53.33%
NWS Resources Limited	1,920,000,000	48.00%	53.33%
(“NWS Resources”)(7)
NWS Mining Limited (“NWS Mining”)(7)	1,920,000,000	48.00%	53.33%
Modern Global Holdings Limited	1,920,000,000	48.00%	53.33%
(“Modern Global”)(7)
Perfect Move Limited (“Perfect Move”)(7)	1,920,000,000	48.00%	53.33%
Faithful Boom Investments Limited	1,920,000,000	48.00%	53.33%
(“Faithful Boom”)(7)
Shougang Holding (Hong Kong) Limited	598,570,000	14.96%	16.63%
(“Shougang Hong Kong”)(8)
Lord Fortune Enterprises Limited	370,000,000	9.25%	10.28%
(“Lord Fortune”)(8)
Plus All Holdings Limited (“Plus All”)(8)	228,570,000	5.71%	6.35%
Mak Siu Hang, Viola(9)	480,000,000	12.00%	13.33%
VMS Holdings Limited (“VMS Holding”)(9)	480,000,000	12.00%	13.33%
VMS Investment Group Limited (“VMS”)(9)	480,000,000	12.00%	13.33%
Fast Fortune Holdings Limited	480,000,000	12.00%	13.33%
(“Fast Fortune”)(9)

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EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE

APPENDIX II

Notes:

• (1) Cheng Yu Tung Family (Holdings) Limited holds approximately 48.98% direct interest in CTF Capital and is accordingly deemed to have an interest in the Shares interested by or deemed to be interested by CTF Capital.

• (2) Cheng Yu Tung Family (Holdings II) Limited holds approximately 46.65% direct interest in CTF Capital and is accordingly deemed to have an interest in the Shares interested by or deemed to be interested by CTF Capital.

• (3) CTF Capital holds approximately 78.58% direct interest in CTF Holding and is accordingly deemed to have an interest in the Shares interested by or deemed to be interested by CTF Holding.

• (4) CTF Holding holds 100% direct interest in CTF Enterprises and is accordingly deemed to have an interest in the Shares interested by or deemed to be interested by CTF Enterprises.

• (5) CTF Enterprises, together with its subsidiaries, hold more than one-third of the issued shares of NWD and is accordingly deemed to have an interest in the Shares interested by or deemed to be interested by NWD.

• (6) NWD holds approximately 61.31% direct interest in NWS and is accordingly deemed to have an interest in the Shares interested by or deemed to be interested by NWS.

• (7) NWS holds a 100% direct interest in NWS Resources, which holds a 100% direct interest in NWS Mining. NWS Mining holds a 100% interest in Modern Global, which holds a 100% direct interest in 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.

• (8) Lord Fortune and Plus All 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 Lord Fortune and Plus All.

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

In the event that the Share Repurchase Mandate is exercised in full and assuming that no Shares are issued or repurchased between the Latest Practicable Date and the date of repurchase, the shareholding of these Shareholders in the Company would be increased to approximately the respective percentage as shown in the last column of the table above. Such increases will give rise to an obligation to make a mandatory offer for all the issued Shares under Rules 26 and 32 of the Takeovers Code. The Directors will not exercise the Share Repurchase Mandate to such an extent that would give rise to the mandatory offer obligation or that the amount of Shares held by the public would be reduced to less than 25% of the issued share capital of the Company.

7. SHARE REPURCHASE MADE BY THE COMPANY

During the 6 months immediately prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).

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EXPLANATORY STATEMENT FOR THE SHARE REPURCHASE MANDATE

APPENDIX II

8. UNDERTAKING OF THE DIRECTORS

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) has any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands and in accordance with the regulations set out in the memorandum and articles of association of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [177 x 39] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1231)

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN THAT an Annual General Meeting of Newton Resources Ltd (the “Company”) will be held at Meeting Room S228 (Harbour Road Entrance), Hong Kong Convention and Exhibition Centre, 1 Expo Drive, Wanchai, Hong Kong on Thursday, 21 May 2015 at 11:45 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated financial statements of the Company and the reports of the directors and independent auditors for the year ended 31 December 2014.

2. To re-elect Dr. Cheng Kar Shun as a non-executive director of the Company.

3. To re-elect Mr. Lee Kwan Hung as an independent non-executive director of the Company.

4. To re-elect Mr. Wu Wai Leung, Danny as an independent non-executive director of the Company.

5. To re-elect Mr. Luk Yue Kan as an executive director of the Company.

6. To authorise the board of directors of the Company to fix the directors’ remuneration.

7. To re-appoint Messrs. Ernst & Young as the auditors of the Company and to authorise the board of directors of the Company to fix their remuneration.

8. To consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

9. (1) “ THAT :

10. (a) subject to paragraph (b) of this resolution, a general mandate be and is hereby generally and unconditionally given to the directors of the Company (the “Directors”) to exercise all the powers of the Company during the Relevant Period (as hereinafter defined) to repurchase its shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws, rules and regulations including but not limited to the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or that of any other stock exchange as amended from time to time;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the total nominal amount of shares of the Company to be repurchased by the Company pursuant to the mandate in paragraph (a) of this resolution shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution and the said mandate shall be limited accordingly; and

• (c) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

  - (i) the conclusion of the next annual general meeting of the Company;

  - (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

  - (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”

• (2) “ THAT :

• (a) subject to paragraph (c) of this resolution, a general mandate be and is hereby generally and unconditionally approved and given to the Directors during the Relevant Period (as hereinafter defined) to allot, issue and deal with additional shares in the capital of the Company or securities convertible into such shares or options, warrants, or similar rights to subscribe for any shares or convertible securities and to make or grant offers, agreements and options which would or might require the exercise of such powers;

• (b) the mandate in paragraph (a) of this resolution shall authorize the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the mandate in paragraph (a) of this resolution, otherwise than pursuant to:

  • (i) a Rights Issue (as hereinafter defined);

  • (ii) the exercise of any conversion rights attaching to any securities which are convertible into shares of the Company;

  • (iii) the exercise of the rights under any option scheme of the Company or similar arrangement for the time being adopted for the grant or issue to Directors and/or employees of the Company and/or any of its subsidiaries of options to subscribe for, or rights to acquire, shares of the Company; or

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NOTICE OF ANNUAL GENERAL MEETING

• (iv) any issue of shares as scrip dividends or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on the shares of the Company in accordance with the articles of association of the Company from time to time,

shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company in issue on the date of the passing of this resolution and the said mandate shall be limited accordingly; and

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register of members on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognised regulatory body or any stock exchange).”

• (3) “ THAT conditional upon the passing of the ordinary resolutions set out in items 8(1) and 8(2) of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 8(2) of the Notice be and is hereby extended by the addition to the aggregate nominal amount of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the aggregate nominal amount of shares of the Company repurchased by the Company pursuant to the mandate referred to in resolution set out in item 8(1) of the Notice, provided that such amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution.”

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

Hong Kong, 20 April 2015

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. All resolutions at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and the articles of association of the Company and the poll voting results will be published on the websites of the Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and vote instead of him/her/it. A member of the Company who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at the meeting or any adjournment thereof. A proxy (who must be an individual) need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. In addition, a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation is entitled to exercise the same powers on behalf of the member of the Company which he or they represent(s) as such member of the Company could exercise.

3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, shall be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Monday, 18 May 2015 to Thursday, 21 May 2015, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at the meeting, all transfers of shares of the Company accompanied by the relevant properly completed transfer forms and the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Friday, 15 May 2015.

5. An explanatory statement containing further details regarding the ordinary resolution item 8(1) above in this Notice is set out in Appendix II to the circular of the Company dated 20 April 2015.

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