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JX Energy Ltd. Major Shareholding Notification 2021

Sep 6, 2021

50836_rns_2021-09-06_dd2d61ba-2107-42d6-b194-7197081811f0.pdf

Major Shareholding Notification

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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 representations 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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Persta Resources Inc.

(incorporated under the laws of Alberta with limited liability) (Stock Code: 3395)

INSIDE INFORMATION

(1) CHANGE IN SHAREHOLDING STRUCTURE OF THE CONTROLLING SHAREHOLDER; AND (2) AMENDMENT OF UNANIMOUS SHAREHOLDERS AGREEMENT

This announcement is made by the board (the ‘‘Board’’) of directors (the ‘‘Directors’’) of Persta Resources Inc. (the ‘‘Company’’) pursuant to Rule 13.09(2) 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 (Chapter 571 of the Laws of Hong Kong) (the ‘‘SFO’’).

CHANGE IN SHAREHOLDING STRUCTURE OF THE CONTROLLING SHAREHOLDER

On 3 September 2021 (after trading hours), the Board received notice from Aspen Investment Holdings Ltd. (‘‘Aspen’’), the controlling shareholder of the Company, that 吉林省弘原經貿集團有限公司 (Ji Lin Hong Yuan Trade Group Limited*) (‘‘JLHY’’) and Mr. Le Bo (‘‘Mr. Bo’’) have entered into an agreement (the ‘‘Agreement’’) on 3 September 2021 (after trading hours), pursuant to which JLHY shall purchase and Mr. Bo shall sell all of the shares in Aspen held by 1648557 Alberta Ltd. (‘‘164 Co’’) no later than the 60th day following the date of the Agreement.

As at the date of this announcement, Aspen holds 181,194,306 common shares of the Company (the ‘‘Shares’’), which represent approximately 50.07% of the total issued Shares, and is owned as to approximately 41.09%, 39.69% and 19.22% by JLHY, 164 Co and 長春市麗源投資有限公司 (Changchun Liyuan Investment Co., Ltd.*) (‘‘Liyuan’’), respectively; JLHY is held as to 60% by Mr. Yuan Jing (‘‘Mr. Jing’’) and 40% by Mr. Guang Jing (being Mr. Jing’s brother); and Liyuan is owned as to approximately 98%, 1% and 1% by JLHY, Zhou Li Mei and Jing Yue Li, respectively.

Upon completion of the sale of 164 Co’s shares in Aspen to JLHY, JLHY will become the owner of approximately 80.78% of the total issued shares in Aspen, and the remaining 19.22% of the total issued shares in Aspen will continue to be held by Liyuan. As such, Mr. Jing will continue to retain shareholding control of Aspen and Aspen will continue to remain as the controlling shareholder of the Company.

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The Company will publish further announcement(s) in accordance, and in compliance, with the Listing Rules as and when appropriate.

AMENDMENT OF THE UNANIMOUS SHAREHOLDERS AGREEMENT

On 18 December 2015, 164 Co, JLHY, Mr. Bo, Mr. Jing and Aspen signed a unanimous shareholders agreement (the ‘‘USA’’), pursuant to which 164 Co, JLHY, Mr. Bo and Mr. Jing confirmed, among other things, they would act in concert as to voting in the shareholders’ and board meetings of the Company and/or Aspen from the date of signing of the USA and during the term of the USA.

On 29 April 2016, Liyuan and the parties to the USA entered into the first supplemental unanimous shareholders agreement (‘‘FSUSA’’) to supplement the USA, pursuant to which Liyuan was included as a party thereto, and pursuant to which they confirmed, among other things, that they will act in concert as to voting in the shareholders’ and board meetings of the Company and/or Aspen from the date of the USA.

As a result of the USA and the FSUSA, 164 Co, JLHY, Liyuan, Mr. Bo, Mr. Jing and Aspen were considered as a group of shareholders of the Company acting-in-concert and they were deemed to be interested in each other’s interest in the Shares. Immediately upon listing of the Company on the Main Board of the Stock Exchange of Hong Kong Limited on 9 March 2017, JLHY, 164 Co, Liyuan, Mr. Bo, Ms. Jing Hou (‘‘Ms. Hou’’) (being Mr. Bo’s spouse), Mr. Jing and Aspen (the ‘‘Concert Parties’’) were considered as a group of controlling shareholders of the Company acting in concert as defined under the Listing Rules.

On 3 September 2021 (after trading hours), the Board received notice from Aspen that, since the parties to the USA and FSUSA considered it unnecessary to maintain their acting in concert arrangement thereunder as Mr. Bo decided to dispose of all of 164 Co’s shares in Aspen to JLHY, an amended and restated unanimous shareholders agreement (the ‘‘Amended USA’’) was entered into by 164 Co, JLHY, Liyuan, Mr. Bo, Mr. Jing, 齊桂珍 (Guizhen Qi*) (as Liyuan’s nominee to the Amended USA) and Aspen on 3 September 2021 (after trading hours), pursuant to which, among other things, (1) the acting-in-concert arrangement under the USA and the FSUSA was terminated; and (2) Mr. Jing will replace Mr. Bo as Aspen’s sole director.

Immediately prior to the signing of the Amended USA, pursuant to the USA and the FSUSA, the Concert Parties were deemed to be interested in the Shares in which Mr. Jing and Mr. Bo were interested in under the SFO, which in aggregate represented approximately 51.24% of the issued share capital of the Company.

Immediately upon the execution of the Amended USA, the Concert Parties are no longer deemed to be interested in all the Shares in which Mr. Jing and Mr. Bo are interested in under the SFO, and the Concert Parties are no longer a group of shareholders of the Company acting-in-concert under the Code on Takeovers and Mergers issued by the Securities and Futures Commission. Given that the Concert

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Parties continue to be entitled to exercise 30% or more of the voting power at general meetings of the Company, the Concert Parties will together continue to be considered as the controlling shareholders of the Company as defined under the Listing Rules.

Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

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

Calgary, 5 September 2021 Hong Kong, 6 September 2021

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. Peter David Robertson and Mr. Larry Grant Smith.

  • For identification purpose only.

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