SANTOS LIMITED — Major Shareholding Notification 2017

May 4, 2017

Level 30 QV.1 Building 250 St Georges Terrace Perth WA 6000 Australia

T +61 8 9269 7000 F +61 8 9269 7999

www.kwm.com

5 May 2017

ASX Market Announcements Office Level 40, Central Park 152-158 St George's Terrace Perth WA 6000

FAX 1300 135 638

FOR IMMEDIATE RELEASE TO THE MARKET

Dear Sir/Madam

Santos Limited - Notice of change of interests of substantial holder

We act for Hony Partners Group, L.P. (Hony Partners).

On behalf of Hony Partners, in accordance with section 671B of the Corporations Act 2001 (Cth), we attach a "Form 604 - Notice of change of interests of substantial holder" in respect of Santos Limited.

The attached notice has also been provided to Santos Limited.

Yours faithfully

Shaun McRobert Partner

David Jewkes Senior Associate

Encl 1

604 GUIDE page 1/1 13 March 2000

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Santos Limited
ACN/ARSN	007 550 923	die Staatsburg
1. Details of substantial holder (1)	the control of the control of the
Name	Managing Partners Limited, Exponential Fortune Group Limited and Mr John Zhao	Great Multitude Limited (Great Multitude), Well Honour Developments Limited (Well Honour), Hony Partners Group, L.P., Hony
ACN/ARSN (if applicable)	Not applicable
There was a change in the interests of thesubstantial holder on	03/05/2017
The previous notice was given to the company on	01/05/2017
The previous notice was dated	01/05/2017

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 (5)	Person's votes	Voting power (5)
Fully paid ordinary shares	261.734.518	12.56% based on	309,734,518	14.87% based on
		2,082 911 041 fully paid		2,082,911,041 fully paid
		ordinary shares on issue		ordinary shares on issue

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 scheme, 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 relevantinterest changed	Nature ofchange (6)	Considerationgiven in relationto change (7)	Class andnumber ofsecurities affected	Person's votesaffected
03/05/2017	Great Multitude, WellHonour, Hony PartnersGroup, L.P., HonyManaging PartnersLimited, ExponentialFortune Group Limitedand Mr John Zhao	48,000,000 fully paidordinary shares acquiredpursuant to a specialcrossina	$3.84 per share (total of$184,320,000)and the control	48,000,000 fullypaid ordinaryshares	48.000.000

4. Present relevant Interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevantinterest	Realsteredholder ofsecurities	Person entitledto be registeredas holder (8)	Nature ofrelevantSunday of Stateinterest (6)	Class andnumber ofsecurities	Parson's votes
Great Mullitude	Great Multitude	Great Multitude	Legal and beneficial owner of ordinaryshares acquired pursuant to a specialcrossing and on market	100,000,000 fullypaid ordinaryshares	100.000.000
Well Honour	Great Multitude	Great Multitude	Controls the exercise of a power todispose of the ordinary shares andcontrols the exercise of the right to voteattaching to the ordinary shares as the	100,000,000 fullypaid ordinarysharas	100.000.000

			holding company of Great Multilude
Hony Partners	Great Multitude	Great Multitude	Controls the exercise of a power to	100,000,000 fully	100,000,000
Group, L.P.			dispose of the ordinary shares and	paid ordinary
			controls the exercise of the right to vote	shares
			attaching to the ordinary shares as the
			ultimate holding company of Great
			Mullitude
Hony Managing	Great Multitude	Great Multitude	Controls the exercise of a power to	100,000,000 fully	100,000,000
Partners Limited			dispose of the ordinary shares and	paid ordinary
			controls the exercise of the right to vote	shares
			attaching to the ordinary shares as the
			general partner of Hony Partners Group,
			LP.
Exponential Fortune	Great Multitude	Great Multitude	Controls the exercise of a power to	100,000,000 fully	100,000,000
Group Limited			dispose of the ordinary shares and	paid ordinary
			controls the exercise of the right to vote	shares
			attaching to the ordinary shares as the
			controller of Hony Managing Partners
			Limited
Mr John Zhao	Great Multitude	Great Multitude	Deemed to have a relevant interest inthe ordinary shares pursuant to section	100,000,000 fullypaid ordinary	100,000,000
			608(3)(a) of the Corporations Act	shares
United Faith	United Faith	United Faith	Legal and beneficial owner of ordinary	209,734,518 fully	209,734,518
Ventures Limited			shares and associate pursuant to the	paid ordinary
(United Faith)			Acting in Concert Agreement dated 27	shares
			April 2017
Xinneng (Hong	United Faith	United Faith	Controls the exercise of a power to	309,734.518 fully	309,734,518
Kong) Energy			dispose of the ordinary shares and	paid ordinary
Investment Limited			controls the exercise of the right to vote	shares
			attaching to 209,734,518 ordinary	College
			shares held by United Falth as the
			holding company of United Faith and
			associate pursuant to the Acting in
			Concert Agreement
			Controls the exercise of a power to
			dispose of ordinary shares and controls
			the exercise of the right to vote attaching
			to 100,000,000 ordinary shares held by
			Great Multitude pursuant to the Acting in
			Concert Agreement
ENN Ecological	United Faith	United Faith	Controls the exercise of a power to	309,734,518 fully	309,734,518
Holdings Co., Ltd			dispose of the ordinary shares and	paid ordinary
			controls the exercise of the right to vote	shares
			attaching to 209,734,518 ordinary
			shares held by United Faith as the
			uitimate holding company of United Faith
			and associate pursuant to the Acting in
			Concert Agreement
			Controls the exercise of a power to
			dispose of ordinary shares and controls
			the exercise of the right to vote attaching
			to 100,000,000 ordinary shares held by
			Great Multitude pursuant to the Acting in
			Concert Agreement

5. Changes in association

The parsons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder inrelation to voting interests in the company or scheme are as fo l.

	___________________________STATISTICSName and ACN/ARSN (ifapplicable..	..Nature of association,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
ppicableThe component component of the component component contains and the component contains and component component component contains and the component of the component of the component of the component of the component of th

6. Addresses

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

--------------Name--------	Address
Great Multitude	---------Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands
Well Honour Developments Limited	Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin IslandsThe common of the common the common the common construction of the common of the common common the common of the

32478366(2)_ASIC Form 604_ Notice of change of interests of substantial (3)

Hony Partners Group, L.P.	P.O. Box 309, Ugland House, Grand Cayman, KYI-1104, Cayman Islands
Hony Managing Partners Limited	P.O. Box 309, Ugland House, Grand Cayman, KYI-1104, Cayman Islands
Exponential Fortune Group Limited	P.O. Box 309, Ugland House, Grand Cayman, KYI-1104, Cayman Islands
Mr John Zhao	d-P.O. Box 309, Ugland House, Grand Cayman, KYI-1104, Cayman Islands
United Faith	Suite 2701, Ore Exchange Square, Central, Hong Kong
Xinneng (Hong Kong) Energy Investment Limited	3101-04, Tower 1, Lippo Centre, 89 Queensway, Hong Kong
ENN Ecological Holdings Co., Ltd.	No. 393 Hepingdong Road, Shijazhuang City, Hebel Province, People's Republic ofChina

Signature

DIRECTIONS

• $(1)$ 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 annexure to the form. If the relevant interests of a group of persons are essentially similar, 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 torm.
• $\left( 2\right)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• 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. $(a)$ a copy 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 $(b)$ the securities to which the relevant 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 entitied 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 of 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 interest was acquired.
• If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write "unknown". $(6)$
• $(9)$ Give detalls, If appropriate, of the present association and any change in that association since the last substantial holding notice.