JX Energy Ltd. — Capital/Financing Update 2020

Dec 23, 2020

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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Persta Resources Inc.

(incorporated under the laws of Alberta with limited liability)

(Stock code: 3395)

COMPLETION OF SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

Reference is made to the announcements of Persta Resources Inc. (the ‘‘Company’’) dated 27 October 2020, 30 November 2020 and 16 December 2020 (the ‘‘Announcements’’). Unless defined otherwise, capitalized terms used herein shall have the same meanings as those defined in the Announcements.

COMPLETION OF THE SUBSCRIPTION

The Board announces that all the Conditions Precedent have been fulfilled and Closing took place on 22 December 2020 (Hong Kong time). A total of 60,000,000 Subscription Shares have been allotted and issued by the Company to the Subscriber at the Subscription Price pursuant to the terms and conditions of the Subscription Agreement.

To the best of the Director’s knowledge, information and belief, having made all reasonable enquiries, the Subscriber and its ultimate beneficial owner, Mr. ZHANG Zhong (張鐘), are Independent Third Parties.

EFFECT ON SHAREHOLDING STRUCTURE

The 60,000,000 Subscription shares represent (i) approximately 19.9% of the issued share capital of the Company immediately before Closing; and (ii) approximately 16.6% of the issued share capital of the Company as enlarged by the Subscription.

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Set out below is the shareholding structure of the Company immediately before and after Closing:

Shareholders Capacity/Nature of interest Substantial Shareholders Aspen Investment Holdings Ltd. (Note 1) Beneficial owner and parties acting in concert Ji Lin Hong Yuan Trade Group Limited (Note 1) Interest in controlled corporation and parties acting in concert 1648557 Alberta Ltd. (Note 1) Interest in controlled corporation and parties acting in concert Changchun Liyuan Investment Co. Ltd. (Note 3) Interest in controlled corporation and parties acting in concert Mr. Yuan Jing (Notes 1 & 4) Interest in controlled corporation and parties acting in concert Mr. Guang Jing (Note 5) Interest in controlled corporation and parties acting in concert Mr. Le Bo (Note 6) Interest in controlled corporation and parties acting in concert Ms. Jing Hou (Note 7) Beneficial owner, interest of spouse and parties acting in concert Jixing Gas Holdings Limited (Note 8) Security Interest Changchun City Jixing Gas Service for Auto Co. Ltd. (Note 8) Beneficial owner Security Interest Interest in controlled corporation Ms. Zhang Lijun (Notes 8 & 9) Interest in controlled corporation and interest of spouse Interest in controlled corporation and interest of spouse Directors Mr. Liu Yongtan (Note 8) Security interest Interest in controlled corporation and interest of spouse Mr. Pingzai Wang (Note 10) Beneficial owner Public Shareholders Subscriber Beneficial owner Other public Shareholders (excluding the Subscriber) Beneficial owner Total	As at the date of this announcement No. of Shares (Shares) Approximate percentage of total issued Shares (%) (Note 11) 185,438,846 61.43 185,438,846 61.43 185,438,846 61.43 185,438,846 61.43 185,438,846 61.43 185,438,846 61.43 185,438,846 61.43 185,438,846 61.43 181,194,306 60.02 23,600,000 7.82 181,194,306 60.02 23,600,000 7.82 181,194,306 60.02 23,600,000 7.82 181,194,306 60.02 23,600,000 7.82 593,167 0.20 — — 92,254,507 30.56 301,886,520 100.00	Immediately upon completion of the Subscription No. of Shares (Shares) Approximate percentage of total issued Shares (%) (Note 11) 185,438,846 51.24 185,438,846 51.24 185,438,846 51.24 185,438,846 51.24 185,438,846 51.24 185,438,846 51.24 185,438,846 51.24 185,438,846 51.24 181,194,306 50.07 23,600,000 6.52 181,194,306 50.07 23,600,000 6.52 181,194,306 50.07 23,600,000 6.52 181,194,306 50.07 23,600,000 6.52 593,167 0.16 60,000,000 16.68 92,254,507 25.49 361,886,520 100.00	Immediately upon completion of the Subscription No. of Shares (Shares) Approximate percentage of total issued Shares (%) (Note 11) 185,438,846 51.24 185,438,846 51.24 185,438,846 51.24 185,438,846 51.24 185,438,846 51.24 185,438,846 51.24 185,438,846 51.24 185,438,846 51.24 181,194,306 50.07 23,600,000 6.52 181,194,306 50.07 23,600,000 6.52 181,194,306 50.07 23,600,000 6.52 181,194,306 50.07 23,600,000 6.52 593,167 0.16 60,000,000 16.68 92,254,507 25.49 361,886,520 100.00
			100.00

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Notes:

1. Aspen Investment Holdings Ltd. (‘‘Aspen’’) holds 181,194,306 Shares and is owned as to approximately 41.09% by Ji Lin Hong Yuan Trade Group Limited (‘‘JLHY’’), 39.69% by 1648557 Alberta Ltd. (‘‘164 Co’’), and 19.22% by Changchun Liyuan Investment Co. Ltd. (‘‘Liyuan’’). Pursuant to the unanimous shareholders agreement dated December 18, 2015 (the ‘‘Unanimous Shareholders Agreement’’) and the first supplemental unanimous shareholders agreement dated April 29, 2016 (the ‘‘First Supplemental Unanimous Shareholders Agreement’’), Aspen, Mr. Yuan Jing (‘‘Mr. Jing’’), JLHY, Mr. Le Bo (‘‘Mr. Bo’’), 164 Co, Liyuan and Ms. Jing Hou (‘‘Ms. Hou’’) (being spouse of Mr. Bo) became a group of Controlling Shareholders (as defined in the Listing Rules) acting in concert and therefore Aspen is deemed to be interested in all the Shares in which Mr. Jing and Mr. Bo are interested in under the SFO, which in aggregate represent approximately 60.02% of the total issued Shares of the Company.

2. JLHY is held as to 60% by Mr. Jing and 40% by Mr. Guang Jing, Mr. Jing’s brother. Pursuant to the Unanimous Shareholders Agreement and the First Supplemental Unanimous Shareholders Agreement, JLHY is deemed to be interested in all the Shares in which Aspen, Mr. Jing, Mr. Bo, 164 Co and Liyuan are interested in under the SFO.

3. Liyuan is owned as to approximately 98%, 1% and 1% by JLHY, Zhou Li Mei and Jing Yue Li, respectively. In addition, pursuant to the Unanimous Shareholders Agreement and the First Supplemental Unanimous Shareholders Agreement, Liyuan is deemed to be interested in all the Shares in which Aspen, Mr. Jing, JLHY, Mr. Bo and 164 Co are interested in under the SFO.

4. Mr. Jing is interested in 60% of the equity interest in JLHY. Pursuant to the Unanimous Shareholders Agreement and the First Supplemental Unanimous Shareholders Agreement, Mr. Jing is deemed to be interested in the Shares in which Aspen, JLHY, Mr. Bo, 164 Co and Liyuan are interested in under the SFO.

5. Mr. Guang Jing holds 40% of the equity interest in JLHY and is therefore deemed to be interested in all the Shares in which JLHY is interested in under the SFO.

6. Mr. Bo holds 1,000 class D voting preferred shares in 164 Co, representing approximately 99.01% voting rights of 164 Co. Pursuant to the Unanimous Shareholders Agreement and the First Supplemental Unanimous Shareholders Agreement, 164 Co is deemed to be interested in all the Shares in which Aspen, Mr. Jing, JLHY, Mr. Bo and Liyuan are interested in under the SFO, which in aggregate represent approximately 61.90% of the total number of the issued common shares of the Company.

7. Ms. Hou holds 3,804,540 Shares and is one of the trustees of The Bo Family Trust. She is the spouse of Mr. Bo and is therefore deemed to be interested in all the Shares in which Mr. Bo is interested in under the SFO.

8. Jixing Gas Holdings Limited is owned as to 100% by Changchun City Jixing Gas Service for Auto Co. Ltd. which is owned as to 66.70% and 33.30% by Mr. Liu Yongyan (‘‘Mr. Liu’’) and Ms. Zhang Lijun (‘‘Ms. Zhang’’). Changchun City Jixing Gas Service for Auto Co. Ltd. also has an interest in 181,194,306 Shares as security interests.

9. Ms. Zhang is the spouse of Mr. Liu. Accordingly, Ms. Zhang is deemed, or taken to be, interested in the Shares which Mr. Liu is interested in for the purposes of the SFO.

10. Mr. Pingzai Wang (‘‘Mr. Wang’’) holds 440,000 Shares. Ms. Li Wang (‘‘Ms. Wang’’), the spouse of Mr. Wang, holds 153,167 Shares. Accordingly, Mr. Wang is deemed, or taken to be, interested in the Shares which Ms. Wang is interested in for the purposes of the SFO.

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1. Certain percentage figures in this table have been subject to rounding adjustments to the nearest 2 decimal places. Accordingly, the aggregate of the percentage figures in the above table may not add up to 100%.

By Order of the Board Persta Resources Inc. Yongtan Liu Chairman

Calgary, December 23, 2020 Hong Kong, December 23, 2020

As at the date of this announcement, the Board comprises of two Executive Directors, being Mr. Yongtan Liu and Mr. Pingzai Wang; and three Independent Non-executive Directors, namely Mr. Richard Dale Orman, Mr. Larry Grant Smith and Mr. Peter David Robertson.

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