Newton Resources Ltd — Declaration of Voting Results & Voting Rights Announcements 2017

Jun 15, 2017

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.

==> picture [365 x 88] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1231)

POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON 15 JUNE 2017

References are made to the announcement of Newton Resources Ltd (the “ Company ”) dated 25 April 2017, the circular of the Company dated 23 May 2017 (the “ Circular ”) and the notice of extraordinary general meeting of the Company (the “ EGM ”) dated 23 May 2017 (the “ Notice ”) in relation to, among other things, the continuing connected transactions under the Master Purchase Agreement. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Circular.

The Board is pleased to announce that at the EGM held on Thursday, 15 June 2017, the proposed ordinary resolution as set out in the Notice as well as the Circular was duly passed by the Independent Shareholders by way of poll pursuant to Rule 13.39(4) of the Listing Rules.

The poll results in respect of the resolution proposed at the EGM are set out as follows:

Ordinary Resolution	Number of shares actually voted(approximate %)	Number of shares actually voted(approximate %)
	For	Against
To approve the Master Purchase Agreement (asdefined and described in the Circular) entered intobetween SCIT Trading Limited (“SCIT”) assupplier and the Company (for itself and as trusteefor the benefits of its subsidiaries) as purchaser on25 April 2017 in relation to the purchase of iron oreby the Company and its subsidiaries from SCIT, thetransactions contemplated thereunder and theAnnual Caps (as defined and described in theCircular), and to approve, confirm and ratify theentering into of the Master Purchase Agreement bya director of the Company (“Director”) for and onbehalf of theCompanyon 25April 2017;and to	2,625,269,634(99.65%)	9,210,000(0.35%)

-1-

authorise any Director or any 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 implementation of the Master Purchase Agreement and all transactions and other matters contemplated thereunder or ancillary thereto, to waive compliance from and/or agree to any amendment or supplement to any of the provisions of the Master Purchase Agreement which is in his/her opinion not of a material nature and to effect or implement any other matters referred to in this resolution.

As more than 50% of the votes were cast in favour of the above resolution, such resolution was duly passed as an ordinary resolution of the Company.

As at the date of the EGM, the number of Shares in issue was 4,000,000,000. Shougang Hong Kong, Lord Fortune, Plus All and their respective associates (who, as far as the Directors were aware, together held 1,098,570,000 Shares, representing approximately 27.46% of the total number of Shares in issue as at the date of the EGM) were required under the Listing Rules to abstain, and had abstained as stated in the Circular, from voting on the proposed resolution at the EGM. Accordingly, excluding the Shares held by Shougang Hong Kong, Lord Fortune, Plus All and their respective associates, the total number of Shares entitling the Independent Shareholders to attend and vote for or against the proposed resolution at the EGM was 2,901,430,000. There were no Shares entitling the Shareholders to attend and abstain from voting in favour of the proposed resolution at the EGM as set out in Rule 13.40 of the Listing Rules. None of the Shareholders have stated their intention in the Circular to vote against the proposed resolution at the EGM.

The Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, acted as the scrutineer for the poll at the EGM.

By Order of the Board Newton Resources Ltd Wu Wai Leung, Danny Non-executive Director

Hong Kong, 15 June 2017

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 and Mr. Wu Wai Leung, Danny; and the independent non-executive Directors are Mr. Tsui King Fai, Mr. Lee Kwan Hung and Mr. Shin Yick, Fabian.

-2-