Newton Resources Ltd — Proxy Solicitation & Information Statement 2019

Jul 5, 2019

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

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, 24 JULY 2019

I/We,[(Note 1)]

of

being the registered holder(s) of[(Note 2)]

shares of HK$0.10 each in the share capital of

Newton Resources Ltd (the “ Company ”) HEREBY APPOINT the Chairman of the meeting[(Note 3)] or of as my/our proxy to attend and vote for me/us and on my/our behalf on the resolution as directed below or, if no such indication is given, as my/our proxy thinks fit at the extraordinary general meeting (the “ EGM ”) 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 Wednesday, 24 July 2019 at 11:45 a.m. (and at any adjournment thereof).

Please put a “✓” in the appropriate box to indicate how you wish your vote(s) to be cast[(Note 4)] .

ORDINARY RESOLUTION FOR[(Note 4)] AGAINST[(Note 4)] To approve the Assignment and Novation Agreement (as defined and described in the circular of the Company dated 8 July 2019 (the “ Circular ”)) entered into between Shougang Concord International Enterprises Company Limited (“ Shougang Concord International ”) and the Company on 31 May 2019 in connection with the assignment and novation of the respective rights and obligations of Shougang Concord International as the guarantor and SCIT Trading Limited as the buyer under the Long Term Hematite Supply Agreement (as defined and described in the Circular) to the Company as the new guarantor and Ace Profit Investment Limited as the new buyer respectively and the transaction contemplated thereunder (including but not limited to the execution of the Novation Deed (as defined and described in the Circular) and the transactions contemplated thereunder), and to approve, confirm and ratify the execution of the Assignment and Novation Agreement, the Novation Deed and all documents ancillary or incidental thereto by a director of the Company (“ Director ”) by hand or under seal for and on behalf of the Company on 31 May 2019; and to authorise any Director or any other person authorised by the Directors to do and execute all such acts, matters, deeds, documents and things as he/she may in his/her absolute discretion consider necessary or desirable for or in connection with the Assignment and Novation Agreement, the Novation Deed, the transactions contemplated thereunder and/or the matters ancillary or incidental thereto, and/or the implementation of any of the foregoing, to waive compliance from and/or agree to any amendment or supplement to any of the provisions of the Assignment and Novation Agreement, the Novation Deed and all documents ancillary or incidental thereto which is in his/her opinion not of a material nature, and to effect or implement any other matters referred to in this resolution.

Date:

Signature[(Note 5)] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. A member entitled to attend and vote at the EGM may appoint more than one proxy (who must be an individual), if he is the holder of two or more shares, to attend and vote on his behalf, provided that 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. A proxy need not be a member of the Company but must attend the relevant meeting in person. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO

SIGNS IT.

1. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ ✓ ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ ✓ ”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

2. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer, attorney or other person duly authorised.

3. Where there are joint registered holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

4. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must 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, Hong Kong (which address will be changed to Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong with effect from 11 July 2019) not less than 48 hours before the time appointed for holding the EGM (i.e. at or before 11:45 a.m. on Monday, 22 July 2019 (Hong Kong time)) or any adjournment thereof.

5. Completion and delivery of this form of proxy will not preclude you from attending and voting in person at the EGM if you so wish and in such event, this form of proxy shall be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Cap 486 (“ PDPO ”), which includes but is not limited to your name, mailing address, contact telephone number, e-mail address, and/or your choice. Your Personal Data provided in this form will be used in connection with processing your request for obtaining printed copy of the relevant corporate communication(s). Your supply of Personal Data is on a voluntary basis. However, we may not be able to process your request unless you provide us with your Personal Data. Your Personal Data may be disclosed or transferred by the Company to the Company’s Share Registrar and/or other companies or bodies for the purpose stated above, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency’s request, and will be retained for such period as may be necessary for our verification and record purpose. You have the right to request access to and/or correction of your Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing by the following means:

By mail to: Personal Data Privacy Officer

Tricor Investor Services Limited

Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong

(New address: Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, with effect from 11 July 2019)