PILOT ENERGY LIMITED — Major Shareholding Notification 2016

Jun 28, 2016

Form 604: Notice of change of interests of substantial holder
in Pilot Energy Limited (ACN 115 229 984)

From	Natalle Lonergan Phone Fax	+61 2 9225 5938 +61 2 9322 4000	29 June 2016
Pages		including cover sheet
To	Phone Fax	ASX Market Announcements Office 1800 021 965 1300 135 638
Copy	Pilot Energy Limited	lain Smith, Managing Director
	Email Phone Fax.	ismith@pilotenergy.com.au +61 412 638019 +61893898327

Please see attached.

-504	page 1/2	15 July 2001

Form 604 Corporations Act 2001

Notice of change of interests of substantial holder

To Company Name/Scheme	Pilot Energy Limited (PGY)
ACN/ARSN	115 229 984
1. Details of substantial holder (1)
Zhihong Huang Name Hul Xiong Xue
n/e ACN/ARSN (if applicable)
There was a change in the interests of the
substantial holder on		27/08/2016
The previous notice was given to the company on		28/04/2016
The previous notice was dated		28/04/2016
	٠

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows;

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (6)	Parson's votes	Voting power (8)
Fully paid ordinary shares	400 000 000	19,95% (based on 2.005,476,834 ordinary (shares on [ssue)	1,333,340,000	145.37% (based on 2,938,816,834 jordinary shares on llasue)

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or acheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant Interest changed	Nature of спалде (6)	Consideration given in relation to change (7) .	Class and number of securities affected	Person's votes affected
lSee Annexure			.

4. Present relevant Interests

Particulars of each relevant interest of the substantial holder in voting sequrities after the change are ea follows:

Holder of	Registered	Person entitled	Nature of	Class and	Person's votes
relevant	holder of	to be registered	relavant	number of
Interest	securities	as holder (6)	interest (6)	securities
18ae Annexure	.

604 GUIDE

13 March 2000 page 1/1

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

---------- . . Ш /ARSN Name and . A ⊟li app cabla) __	. ____ . . association Na t ure. or . . $\cdots$ -- .
Not a. plicable DO --- --	assiisaal IN NICEDIO . __ ___ -----

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address 1.11111
Zhihong Huang	(Care of: Unit A, 15/F, Sunshine Plaza, 353 Lockhart Road, Wanchai, Hong Kong
Hul Xiong Xue .	ICare of: Unit A, 15/F, Bunshine Piaza, 353 Lockhart Road, Wanchai, Hong Kong

Signature

	print name Hul Xiong Xue	capacity	himself	Signed with authority of Zhihong Huang and for
sign hero		date		/08/2016

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg, a corporation and its related corporations, or the manager and
  trustee of an equity trust), the names could be included in an ann $(1)$ they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy $(\mathbf{u})$ of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the $(b)$ securities to which the relevent interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001,

• $(7)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant intere
• $(8)$ If the substantial holder is unable to determine the identity of the person (eg. If the relevant interest arises because of an option) wite "unknown".
• $(\theta)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

4/6

ANNEXURE A

THIS IS ANNEXURE A OF 1 PAGE REFERRED TO IN FORM 604 (NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER) IN RESPECT OF PILOT ENERGY LIMITED ACN 115 229 984 SIGNED BY ME AND DATED $29/$ JUNE 2018

HUI XIONG XUE

SIGNED WITH AUTHORITY OF ZHIHONG HUANG AND FOR HIMSELF

Date of change	Person whose Nature of relevant interest change (6) changed		Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
27/06/2016	Hul Xlong Xue	increase in relevant interest. pursuant to sections 608(3)(1) and 808(3)(b) of the Corporations Act (Corporations Act) as a result of lissue of fully paid ordinary shares in PGY to the Subscribers pursuant to: a Subscription Agreement, dated 30/03/2016 (Subscription Agreement) between PGY and the Subscribers (see Annexure B); and shareholder approval given by the passing of a resolution at PGY's general meeting on 23 June 2016. The Subscription Agreement is annexed to the ASIC Form 603 "Notice of initial substantial holder" prepared by the Subscribers in respect of PGY dated 27 April 2016 and released to the ASX on that date (Subscribers Form 603).	NIL'	933.340,000 fully paid ordinary lshares	933,340,000
27/06/2016	Zhihong Huang ۱۱, 12. Hul Xiong Xue	increase in relevant interest pursuant to sections 608(3)(1) and 608(3)(a) of the Corporations Act as a result of issue of fully paid ordinary shares in PGY to the Subscribers pursuant to: the Subscription Agreement; and shareholder approval given by the passing of a resolution at PGY's general meeting on 23 June 2016.	lnil 1	933,340,000 fully paid ordinary shares	933,340,000

¹ Note: each Subscriber paid cash consideration of \$0.003 per ordinary share on the date the Subscribers acquired these shares, as
disclosed in the ASIC Form 604 "Notice of change of interests of substantial holder" prep

ANNEXURE B

THIS IS ANNEXURE 8 OF 1 PAGE REFERRED TO IN FORM 604 (NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER) IN RESPECT OF PILOT ENERGY LIMITED ACN 115 229 984 SIGNED BY ME AND DATED $297$ JUNE 2016

HUI XIONG XUE SIGNED WITH AUTHORITY OF ZHIHONG HUANG AND FOR HIMSELF

SUBSCRIBERS

ENTITY	JURISDICTION REGISTERED IN	ACN
BILLION POWER CAPITAL INVESTMENT LIMITED (BPCI)	HONG KONG	N/A
SUNPEX INTERNATIONAL LIMITED (SUNPEX)	HONG KONG	N/A
GS ENERGY PTY LTD (GSE)	AUSTRALIA	607 871 876
AUSTAR NOMINEES PTY LTD (AUSTAR) IN ITS CAPACITY AS TRUSTEE OF THE WANG FAMILY TRUST	AUSTRALIA	600 830 028

$E/E$

ANNEXURE C

THIS IS ANNEXURE C OF 1 PAGE REFERRED TO IN FORM 604 (NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER) IN RESPECT OF PILOT ENERGY LIMITED ACN 115 229 984 SIGNED BY ME AND DATED $29 / J$ JUNE 2016

HUI XIONG XVE-SIGNED WITH AUTHORITY OF ZHIHONG HUANG AND FOR HIMSELF

Holder of relevant Interest	Registered holder of aecurities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
	IBPCI	BPCI	Deemed relevant interest in those ordinary shares of PGY in which BPCI	370,380,000 fully paid ordinary shares	370,380,000
Hui Xiong Xue	Sunpex	Sunpex	holds a relevant interest, being those shares that are: registered in BPCI's name, under section 608(1)(a) of the Corporations Act, and	186,187,000 fully paid ordinary lshares	185,187,000
	IGSE	GSE	held by each other Subscriber under sections 608(1)(b) and 608(1)(c) of the Corporations Act, las the sole director of BPCI under sections 608(1) and 608(3)(b) of the	740,747,000 fully paid ordinary lshares	740,747,000
	Austar in its capacity as trustee of The Wang Family Trust	Austar in its capacity as trustee of The Wang Family Trust	Corporations Act, as described further in the Subscribers Form 603.	37,026,000 fully paid ordinary lshares	37,028,000
	BPCI	BPCI	Deemed relevant interest in those. ordinary shares of PGY in which BPCI	370,380,000 fully paid ordinary İshares	1370.380,000
1. Zhihong Huang	Sunpex	Sunpex	hoids a relevant interest, being those shares that are: registered in BPCI's name, under section 608(1)(a) of the Corporations Act; and	185,187,000 fully paid ordinary laharea	185,187,000
2. Hui Xiong Xue	GSE	GSE	held by each other Subscriber under sections 608(1)(b) and 608(1)(c) of the Corporations Act, as the joint controlling shareholders of BPCI under sections 608(1) and 608(3)(a)	740,747,000 fully paid ordinary shares	740,747,000
	Austar in its capacity as trustee of The Wang Family Trust	Austar in its capacity as trustee of The Wang Family Trust	of the Corporations Act, as described further in the Subscribers Form 603.	37 028,000 fully paid ordinary lshares	37,026,000

Service

$\sim 10$