PACIFIC RESOURCES LIMITED — AGM Information 2023

Oct 26, 2023

AUSTCHINA HOLDINGS LIMITED

ACN 075 877 075

Notice of 2023 Annual General Meeting and Explanatory Memorandum

Date of Meeting: Monday, 27 November 2023 Time of Meeting: 10:00am (AEST) Place of Meeting: To be held at the offices of Piper Alderman, Level 26, Riparian Plaza, 71 Eagle Street, Brisbane QLD 4000

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of AustChina Holdings Limited ACN 075 877 075 ( Company ) will be held physically at the offices of Piper Alderman, Level 26, Riparian Plaza, 71 Eagle Street, Brisbane, QLD, 4000 on Monday, 27 November 2023 at 10:00am (AEST).

Capitalised terms used in this Notice of Meeting and the Explanatory Memorandum have the meaning ascribed to them in the Glossary contained at the end of the Explanatory Memorandum.

This Notice of Meeting should be read in its entirety, together with the Explanatory Memorandum and the enclosed proxy form.

Observe the Meeting via a Webcast Platform

The Meeting will also be accessible to Shareholders via the webcast platform, Teams, which will allow Shareholders to listen to and observe the Meeting. Please note that no live online voting will be offered as part of this webcast and therefore, you must appoint a proxy to cast your vote on your behalf.

Shareholders observing the Meeting in this manner will not be able to lodge questions or comments during the Meeting. However, they may submit questions prior to the Meeting by addressing them to the Company Secretary at suzanne.yeates@oasolutions.com.au

If you are a Shareholder who wishes to observe the Meeting via Teams, you must pre-register for the Meeting by 5:00pm (AEST) on Friday, 24 November 2023 by emailing the Company Secretary at suzanne.yeates@oasolutions.com. au.

Shareholders who pre-register to observe the Meeting will be emailed details of the webcast between 48-24 hours before the start of the Meeting.

Financial Reports

To receive and consider the Company’s Annual Report comprising the Directors’ Report and Auditor’s Report, Directors’ Declaration, Consolidated Statement of Profit or Loss and Other Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash Flows and notes to the Consolidated Financial Statements for the Company for the financial year ended 30 June 2023. The Company’s reports can be accessed on the Company’s website at http://austchinaholdings.com/.

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Notice of Annual General Meeting

1. Resolution 1 – Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an Advisory Resolution:

“That, for the purposes of section 250R(2) of the Corporations Act, and for all other purposes, the Remuneration Report for the year ended 30 June 2023 (as set out in the Directors’ Report) be adopted.”

Note: The vote on this Resolution 1 is advisory only and does not bind the Directors or the Company.

Voting exclusion: The Company will disregard any votes cast (in any capacity) on Resolution 1 by, or on behalf of, any person who is either:

• (a) a member of the Key Management Personnel, for whom details of their remuneration are included in the Remuneration Report; and

• (b) a Closely Related Party of such a member. However, a person (the Voter ) described in paragraphs (a) and (b) above may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described in paragraphs (a) and (b) and either:

• (c) the Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on Resolution 1; or

• (d) the Voter is the Chair and the appointment of the Chair as proxy: (1) does not specify the way the proxy is to vote on Resolution 1; and (2) expressly authorises the Chair to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

Additionally, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 1 connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity if:

• (e) the person is either: (1) a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity; or

• (2) a Closely Related Party of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity; and

• (f) the appointment does not specify the way the proxy is to vote on Resolution 1, however, this does not apply if:

• (g) the person is the Chair at which Resolution 1 is voted on; and

• (h) the appointment expressly authorises the Chair to exercise the proxy even if Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company or, if the Company is part of a consolidated entity, for the entity.

For these reasons, Shareholders who intend to vote by proxy should carefully consider the identity of their proxy and are encouraged to direct their proxy as to how to vote on all Resolutions. In particular, Shareholders who intend to appoint the Chair as their proxy

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Notice of Annual General Meeting

(including an appointment by default) are encouraged to direct the Chair as to how to vote on all Resolutions.

If the Chair is appointed, or is taken to have been appointed, as your proxy, you can direct the Chair to vote for, against or abstain from voting on Resolution 1 by marking the appropriate box opposite Resolution 1 on the Proxy Form.

However, if the Chair is your proxy and you do not direct the Chair how to vote, you will be deemed to have directed, and expressly authorised, the Chair to vote your proxy in favour of Resolution 1. This express authorisation acknowledges that the Chair may vote your proxy even though:

• (a) Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; or

• (b) the Chair may have an interest in Resolution 1.

ORDINARY BUSINESS

2. Resolution 2 – Re-Election of Dr George Lam

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“That Dr George Lam, who retires by rotation under the Company’s constitution and Listing Rule 14.4 and, being eligible, offers himself for re-election, is re-elected as a director.”

3. Resolution 3 – Re-Election of Mr Andrew MacIntosh

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“That Mr Andrew MacIntosh, who retires by rotation under the Company’s constitution and Listing Rule 14.4 and, being eligible, offers himself for re-election, is re-elected as a director.”

4. Resolution 4 – Election of Mr Mena Habib

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“That Mr Mena Habib, who was appointed as an additional director under the Company’s constitution and Listing Rule 14.4 and, being eligible, offers himself for election, is elected as a director.”

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Notice of Annual General Meeting

SPECIAL BUSINESS

5. Resolution 5 – Approval to issue an additional 10% of the issued capital of the Company over a 12 month period pursuant to Listing Rule 7.1A

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

“That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities in a number which is up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, over a 12 month period from the date of the Meeting, at a price not less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions in the Explanatory Statement ( Placement Securities ).”

Voting exclusion: The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit arising solely by reason of being a holder of Shares) and any of their respective Associates.

However, this does not apply to a vote cast in favour of Resolution 5 by:

• a person as proxy or attorney for a person who is entitled to vote on Resolution 5, in accordance with directions given to the proxy or attorney to vote on Resolution 5 in that way; or

• • the Chair as proxy or attorney for a person who is entitled to vote on Resolution 5, in accordance with a direction given to the Chair to vote on Resolution 5 as the Chair decides; or

• • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on Resolution 5; and

• • the holder votes on Resolution 5 in accordance with directions given by the beneficiary to the holder to vote in that way.

By order of the Board

Ms Suzanne Yeates Company Secretary AustChina Holdings Limited 27 October 2023

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Explanatory Memorandum

The following notes and the Explanatory Memorandum form part of the Notice of Meeting.

Voting and Attendance Entitlement

The Board has determined that those persons who are registered as holding Shares as at 10:00am (AEST) on Saturday, 25 November 2023, will be entitled to attend and vote at the Meeting.

Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Shareholders may vote by:

• (a) Attending the Meeting in person. Due to capacity restrictions, it is possible that all Shareholders wishing to attend in person may not be able to attend.

• (b) Appointing a proxy to attend and vote on your behalf, using the enclosed proxy form.

If more than one joint holder of a Share is present at the Meeting (whether personally, by proxy, by attorney or by representative) and tenders a vote, only the vote of the joint holder whose name appears first on the register will be counted.

Action to be Taken by Shareholders

A Shareholder who is entitled to attend and vote at the Meeting may appoint a person, who need not be a Shareholder of the Company, as the Shareholder’s proxy to attend and vote on behalf of the Shareholder.

For proxies without voting instructions that are exercisable by the Chair, the Chair intends to vote those proxies in favour of the Resolutions. The Chair will be deemed to be appointed where a signed proxy form is returned that does not contain the name of the proxy or where the person appointed on the form is absent from the Meeting.

A proxy form accompanies this Notice of Meeting. Should you wish to appoint a proxy, please complete the proxy form and return it at least 48 hours before the Meeting, being no later than 10:00am (AEST) on Saturday, 25 November 2023 to:

• (a) if online: https://investorcentre.linkgroup.com

• (b) if by fax: on +61 2 9287 0309; or

• (c) if by mail:

AustChina Holdings Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

• (d) by hand:

Link Market Services Limited Parramatta Square, Level 22, Tower 6 10 Darcy Street, Parramatta NSW 2150

If the appointment is signed by an attorney, the power of attorney or a certified copy of it must be sent with the proxy form.

Corporate Representatives

A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

If you wish to indicate how your proxy should vote, please mark the appropriate boxes on the proxy form. If in respect of any of the items of business you do not direct your proxy how to vote, you are directing your proxy to vote as he or she decides.

If you mark the abstain box for a particular item you are directing your proxy to not vote on your behalf and your Shares will not be counted in computing the required majority in the event of a poll.

A Shareholder which is a corporation may appoint an individual to act as its representative to attend and vote at the Meeting. The appointment must comply with section 250D of the Corporations Act, meaning that Company will require a Certificate of Appointment of Corporate Representative executed in accordance with section 250D of the Corporations Act. The completed certificate should be lodged with Company’s share registry before the Meeting or at the registration desk on the day of the Meeting.

Polls

In the event that a poll is demanded, every Shareholder shall have one vote for every Share registered in their name as at 10:00am (AEST) on 25 November 2023.

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Explanatory Memorandum

Required Majority

Each of Resolutions 1 to 4 (inclusive) are Ordinary Resolutions, requiring a simple majority of the votes cast by Shareholders entitled to vote on them.

Resolution 5 is a Special Resolution, requiring at least 75% of the votes cast by Shareholders entitled to vote on Resolution 5.

General

All Shareholders are invited to attend the Meeting or, if they are unable to attend in person, to sign and return the proxy form to the Company in accordance with the instructions set out on the proxy form.

Shareholders, their proxy or corporate representatives who plan on attending the Meeting are asked to arrive at the venue at least 30 minutes prior to the time the Meeting is scheduled to commence, so that Shareholders can be checked against the Company’s share register, or appointment as proxy, attorney or corporate representative can be verified and their attendance noted.

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Explanatory Memorandum

This Explanatory Memorandum contains an explanation of, and information about, the Resolutions to be considered at the General Meeting. Shareholders should read this Explanatory Memorandum in full. This Explanatory Memorandum forms part of the accompanying Notice of Meeting and should be read with the Notice of Meeting.

This Explanatory Memorandum does not take into account the individual investment objectives, financial situation and needs of individual Shareholders or any other person. If you are in any doubt about what to do in relation to the Resolutions, you should consult your financial or other professional adviser.

Capitalised words used in the Notice of Meeting and in this Explanatory Memorandum are defined in the Glossary section at the end of this Explanatory Memorandum. Unless otherwise stated, all references to sums of money, '$' and 'dollars' are references to Australian currency.

Resolution 1 – Remuneration Report

In accordance with section 250R of the Corporations Act, the Board has submitted its Remuneration Report to Shareholders for consideration and adoption by way of a non-binding Advisory Resolution.

The Remuneration Report is set out in the Directors’ Report section of the Annual Report, for the period ending 30 June 2023. The Annual Report is available to download on the Company’s website, http://austchinaholdings.com/.

The Remuneration Report:

• (a) explains the Board’s policy for determining the nature and amount of remuneration of Key Management Personnel of the Company;

• (b) explains the relationship between the Board’s remuneration policy and the Company’s performance;

• (c) sets out remuneration details for each member of Key Management Personnel of the Company; and

• (d) details and explains any performance conditions applicable to the remuneration of Key Management Personnel of the Company.

• A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting.

At the 2022 Annual General Meeting of the Company, more than 98% of the votes cast were in favour of the Remuneration Report.

In the interests of good corporate governance, the Directors abstain, from making a recommendation in relation to this Resolution 1.

A vote on this Resolution 1 is advisory only and does not bind the Directors or the Company.

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Explanatory Memorandum

Resolution 2 – Re-Election of Dr George Lam

Clause 21.5(a) of the Company’s constitution ( Constitution ) provides that a Director must retire from office no later than the longer of the third annual general meeting of the Company or three years, following that Director’s last election or appointment.

Dr Lam was appointed as a Director of the Company on 22 November 2013, having been most recently re-appointed at the Company’s annual general meeting on 30 November 2020, and retires by rotation in accordance with clause 21.5(a) of the Constitution.

Dr Lam has over 30 years of international experience in general management, strategy consulting, corporate governance, direct investment, investment banking and asset management.

Dr Lam is Chairman of Hong Kong Cyberport, a member of the Committee on Innovation, Technology and Re-Industrialization, the Governance Committee of the Hong Kong Growth Portfolio, and the Development Bureau Common Spatial Data Advisory Committee of the Hong Kong Special Administrative Region Government, Convenor of the Panel of Advisors on Building Management Disputes of the Hong Kong Government Home Affairs Department, a member of the Court of the City University of Hong Kong, the Metropolitan University of Hong Kong Lee Shau-Kee School of Business and Administration International Advisory Board and the Tencent Finance Academy (Hong Kong) Advisory Board, Chairman of the United Nations Economic and Social Commission for Asia and the Pacific (UN ESCAP) Sustainable Business Network (ESBN), Vice Chairman of Pacific Basin Economic Council (PBEC), and a member of the Hong Kong Trade Development Council Belt and Road and Greater Bay Area Committee and the Sir Murray MacLehose Trust Fund Investment Advisory Committee.

Dr Lam holds a BSc in sciences and mathematics, an MSc in systems science and an MBA from the University of Ottawa in Canada, a post-graduate diploma in public administration from Carleton University in Canada, a post-graduate diploma in English and Hong Kong Law and an LLB (Hons) in law from Manchester Metropolitan University in the UK, and LLM in law from the University of Wolverhampton in the UK, a PCLL in law from the City University of Hong Kong, a Certificate in Professional Accountancy from the Chinese University of Hong Kong SCS and a PhD from the University of Hong Kong. He is also a Solicitor of the High Court of Hong Kong (and formerly a member of the Hong Kong Bar), an Accredited Mediator of the Centre for Effective Dispute Resolution (CEDR), a Fellow of Certified Management Accountants (CMA) Australia, the Hong Kong Institute of Arbitrators, the Hong Kong Institute of Directors and the Institute of Corporate Directors Malaysia (ICDM), and an Honorary Fellow of Certified Public Accountants (CPA) Australia, the Hong Kong Institute of Facility Management and the University of Hong Kong School of Professional and Continuing Education. In 2019, Dr Lam was awarded by the Hong Kong Government a Bronze Bauhinia Star (BBS) for serving the public.

The Directors (Dr Lam abstaining) recommend that Shareholders vote in favour of Resolution 2 and advise that they intend to vote any Shares that they own or control in favour of Resolution 2.

The Chair intends to vote all undirected proxies in favour of Resolution 2.

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Explanatory Memorandum

Resolution 3 – Re-Election of Mr Andrew MacIntosh

Clause 21.5(a) of the Constitution provides that a Director must retire from office no later than the longer of the third annual general meeting of the Company or three years, following that Director’s last election or appointment.

Mr MacIntosh was appointed as a Director of the Company on 4 July 2019, having been most recently re-appointed at the Company’s annual general meeting on 30 November 2020, and retires by rotation in accordance with clause 21.5(a) of the Constitution.

Mr MacIntosh is non-executive Chairman of Acorus Investment Management, a China-Africa private equity fund.

Mr MacIntosh was Managing Partner (Asia) of Entoro Capital, an SEC-licensed oil & gas investment bank based in Houston, and an accredited International Petroleum Negotiator. Mr MacIntosh was CEO (HK) and a director and chair of the investment committee of a Chinese Private Equity group with US$500 million under management. The investment strategy focused on real estate, energy and commodities. Mr MacIntosh held board seats on the Beijing fund, the HK management company, and several investee companies.

Previously, Mr MacIntosh was the General Manager of Banking for National Australia Bank in Hong Kong, where he oversaw the private banking, commercial banking, and retail banking businesses. Mr MacIntosh served on NAB’s Asian leadership committee, asset and liabilities committee (ALCO) and chaired NAB’s Asian investment committee.

Prior to this, Mr MacIntosh worked for Westpac, JP Morgan and investment bank Jardine Fleming. Mr MacIntosh also founded and successfully grew an Australasian technology consultancy company for 9 years. In 2015, Mr MacIntosh founded not-for-profit Community Education Abroad (CEDA), which brings high school children from all over the world to teach primary school in Cambodia, as part of their Community Action Service (CAS) requirements.

Mr MacIntosh holds an MBA from The University of Sydney and a B.Sc. from the US. From 20102018, Mr MacIntosh was an adjunct faculty at Macquarie University’s Graduate School of Management and was a Visiting Scholar at HKUST’s Business School teaching the course “Energy Economics and Geopolitics”. Mr MacIntosh also serves on two school boards in Asia. Mr MacIntosh has lectured on the Australian Institute of Company Directors International Company Directors course since 2012.

The Directors (Mr MacIntosh abstaining) recommend that Shareholders vote in favour of Resolution 3 and advise that they intend to vote any Shares that they own or control in favour of Resolution 3.

The Chair intends to vote all undirected proxies in favour of Resolution 3.

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Explanatory Memorandum

Resolution 4 – Election of Mr Mena Habib

Clause 21.4(a) of the Constitution provides that the Directors may appoint any person as a Director to fill a casual vacancy or as an addition to the existing Directors. A Director appointed under clause 21.4(a) of the Constitution holds office until the end of the next annual general meeting of the Company, at which the Director may be re-elected.

Mr Habib was appointed as an additional Director of the Company on 4 October 2023. Accordingly, Mr Habib holds office only until the end of the General Meeting and offers himself for election to the Board.

Mr Habib is an experienced and results-focused executive and business development management professional whose current and recent roles are in the mineral resources industry.

His strengths and attributes include dynamic leadership, strategic and sales planning and execution, relationship building and strategic alliances, negotiation and financial forecasting and analysis.

Mr Habib has experience on several ASX listed Boards. He currently holds office as a director of Power Minerals Limited (formerly known as Pepinnini Minerals Limited) and Adelong Gold Limited. He previously held office as a director of Equinox Resources Limited.

The Directors (Mr Habib abstaining) recommend that Shareholders vote in favour of Resolution 4 and advise that they intend to vote any Shares that they own or control in favour of Resolution 4.

The Chair intends to vote all undirected proxies in favour of Resolution 4.

Resolution 5 – Approval to issue an additional 10% of the issued capital of the Company over a 12 month period pursuant to Listing Rule 7.1A

Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval to allow it to issue Equity Securities up to 10% of its issued capital over a period up to 12 months after the entity’s annual general meeting ( 10% Additional Placement Capacity ). The 10% Additional Placement Capacity is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of less than $300,000,000.

Accordingly, Resolution 5 seeks Shareholder approval to have the ability to issue Equity Securities pursuant to the 10% Additional Placement Capacity.

If Resolution 5 is passed, the Directors will be able to issue Equity Securities in the Company for up to 10% of the Company’s fully paid ordinary securities on issue during the period up to 12 months after the Meeting ( Placement Securities ), calculated in accordance with the formula prescribed in Listing Rule 7.1A.2.

If Resolution 5 is not passed, the Directors will be unable to issue Placement Securities under the Company’s 10% Additional Placement Capacity and the Company will be unable to raise funds using the Company’s 10% Additional Placement Capacity.

Resolution 5 is a Special Resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 5 for it to be passed. Pursuant to Listing Rule 7.1A, no Placement Securities will be issued until and unless this Special Resolution is passed at the Meeting.

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Explanatory Memorandum

For the purpose of Listing Rule 7.3A, the following information is provided in respect of Resolution 5:

Period of approval	The Placement Securities may be issued under the 10% Additional Placement Capacity commencing on the date of the General Meeting and expiring on the first to occur of the following: (a) the date that is 12 months after the date of the General Meeting; (b) the time and date of the Company’s next annual general meeting; and (c) the time and date of the approval by Shareholders of any transaction under Listing Rules 11.1.2 or 11.2.
Minimum price	The minimum price at which the Placement Securities (which must be in an existing quoted class of the Company’s Equity Securities and issued for cash consideration) may be issued is 75% of the volume weighted average market price of Equity Securities in the same class, calculated over the 15 Trading Days on which trades in that class were recorded immediately before: (a) the date on which the price at which the relevant Placement Securities are to be issued is agreed by the entity and the recipient of the securities; or (b) if the relevant Placement Securities are not issued within 10 Trading Days of the date in paragraph (a) above, the date on which the relevant Placement Securities are issued.
Use of funds	The Company may issue Placement Securities under the 10% Additional Placement Capacity for cash consideration, which the Company intends to use for the acquisition of new assets or investments, continued exploration activities and general working capital and business development (including payment of expenses associated with the issue of Placement Securities).
Risk of economic and voting dilution	Any issue of Placement Securities under the 10% Additional Placement Capacity will dilute the economic and voting interests of Shareholders who do not receive any Equity Securities under the issue. If Resolution 5 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Additional Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below. Shareholders should note that there is a risk that: (a) the market price for the Company’s Equity Securities may be significantly lower on the issue date of any Placement Securities than on the date of the General Meeting; and (b) the Placement Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the date of issue, which may have an effect on the amount of funds raised by the issue of the Placement Securities. The table below displays the potential dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A(2) on the basis of three (3) different assumed issue prices and values for variable “A” in the formula in Listing Rule 7.1A.2:

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Explanatory Memorandum

Listing Rule 7.1A.2 Dilution $0.002 $0.004 $0.008 50% decrease in Market Price Market Price 100% increase in Market Price Current Issued Capital 10% voting dilution 207,788,364 Shares 207,788,364 Shares 207,788,364 Shares 2,077,883,635 Funds raised $415,577 $831,153 $1,662,307 50% increase in current issued capital 10% voting dilution 311,682,545 Shares 311,682,545 Shares 311,682,545 Shares 3,116,825,453 Funds raised $623,365 $1,246,730 $2,493,460 100% increase in current issued capital 10% voting dilution 415,576,727 Shares 415,576,727 Shares 415,576,727 Shares 4,155,767,270 Funds raised $831,153 $1,662,307 $3,324,614 The table above uses the following assumptions: (a) Resolution 5 is passed. (b) The current Shares on issue are the Shares on issue as at 19 October 2023. (c) The Share price set out above is the closing price of the Shares on the ASX on 19 October 2023 (being the last trading day before the finalisation of this Notice of Meeting). (d) The Company issues the maximum possible number of Equity Securities under the 10% Additional Placement Capacity. (e) The above table only shows the dilutionary effect based on the 10% Additional Placement Capacity under Listing Rule 7.1A and not the 15% issue under Listing Rule 7.1. (f) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. (g) The issued capital has been calculated in accordance with the formula in Listing Rule 7.1A(2) as at 19 October 2023 and as provided for by the assumptions. (h) The issue price of the Placement Securities used in the table is the same as the Share price and does not take into account any discount to the share price (if any). (i) No Options or Rights are exercised into Shares before the date of the issue of the Equity Securities under Listing Rule 7.1A.

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Explanatory Memorandum

	(j) The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances. (k) Only Shares will be issued under the 10% Additional Placement Capacity.
Allocation policy	The allottees of the Placement Securities to be issued under the 10% Additional Placement Capacity have not yet been determined. However, the allottees of Placement Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties or Associates of a related party of the Company. Further, if the Company is successful in acquiring new assets or investments, it is likely that the allottees under the Additional 10% Placement Capacity will be vendors of the new assets or investments. The Company will determine the allottees at the time of the issue under the 10% Additional Placement Capacity, having regard to the following factors: (a) the purpose of the issue; (b) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate; (c) the effect of the issue of the Placement Securities on the control of the Company; (d) the Company’s circumstances, including, but not limited to, its financial position and solvency; (e) prevailing market conditions; and (f) advice from corporate, financial and broking advisers (if applicable).
Total number of Equity Securities issued or agreed to be issued in the 12 months preceding the date of the Meeting under Listing Rule 7.1A.2	The number of equity security on issue twelve (12) months before the date of the Meeting was 2,293,956,192 Equity Securities: (a) 2,077,883,635 ordinary shares (b) 125,202,705 [unlisted Options] (c) 90,869,852 [listed Option] In the previous twelve (12) months before the date of the Meeting, there were no Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2. Accordingly, the total number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the twelve (12) months preceding the date of the Meeting represents 0% of the total Equity Securities on issue at the commencement of that 12 month period.

As at the date of this Notice of Meeting, the Company does not have any intention to issue any Equity Securities under Listing Rule 7.1A which has not previously been disclosed.

The Directors unanimously recommend that you vote in favour of Resolution 5.

The Chair intends to vote all undirected proxies in favour of Resolution 5.

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Explanatory Memorandum

Any inquiries in relation to the Resolutions or the Explanatory Memorandum should be directed to Suzanne Yeates (Company Secretary): Level 7, 344 Queen Street, Brisbane, QLD, 4000, Australia Ph: +61 439 310 818

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Explanatory Memorandum

Glossary

10% Additional Placement Capacity means the Equity Securities issued by the Company pursuant to Listing Rule 7.1A.

Advisory Resolution means a Resolution which, the result of voting by Shareholders, does not bind the Company.

AEST means Australian Eastern Standard Time.

Associate has the meaning given to that term in the Corporations Act.

ASX means ASX Limited (ABN 98 008 624 691) or the securities market operated by ASX Limited (as the context requires).

Board means the board of Directors of the Company.

Chair means the chair of the Meeting.

Closely Related Party means, of a member of the Key Management Personnel:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependant of the member or of the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member or be influenced by the member, in the member’s dealings with the Company;

• (e) a company the member controls; or

• (f) a person prescribed by the regulations for the purpose of the above definition.

Company means AustChina Holdings Limited ACN 075 877 075.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company as at the date of this Explanatory Memorandum.

Directors’ Report means the document entitled ‘Directors’ Report’ contained within pages 27 to 38 (inclusive) of the Annual Report.

Eligible Entity has the meaning given to that term in the Listing Rules.

Equity Securities has the meaning given to that term in the Listing Rules.

Explanatory Memorandum means this explanatory memorandum that accompanies, and forms part of, the Notice of Meeting.

General Meeting or Meeting means the annual general meeting of the Company to be convened by the Notice of Meeting.

Key Management Personnel means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise);

Listing Rules means the listing rules of the ASX.

Notice of Meeting means the notice convening the general meeting of Shareholders that accompanies this Explanatory Memorandum.

Option means an option to subscribe for a Share.

Ordinary Resolution means a resolution passed by more than 50% of the votes at a general meeting of Shareholders.

Placement Securities means Equity Securities issued pursuant to the Company's 10% Additional Placement Capacity.

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Explanatory Memorandum

Related Party has the meaning given to that term in the Listing Rules.

Resolution means a resolution referred to in this Notice of Meeting.

Remuneration Report means the section of the Directors’ Report in the Annual Report dealing with the remuneration of the Company’s Directors, Company Secretary and senior executives described as ‘Remuneration Report’.

Rights means a performance right issued to acquire Shares in the Company.

Shareholder means a holder of a Share.

Share means a fully paid ordinary share in the capital of the Company.

Special Resolution means a resolution:

• (a) of which notice has been given as set out in paragraph 249L(1)(c) of the Corporations Act; and

• (b) passed by at least 75% of the votes cast by members entitled to vote on the Resolution.

Trading Days means has the meaning given to that term in the Listing Rules.

17

LODGE YOUR VOTE

ABN 20 075 877 075

ONLINE  www.linkmarketservices.com.au BY MAIL  AustChina Holdings Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150  ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

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PROXY FORM

I/We being a member(s) of AustChina Holdings Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy

or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am (AEST), on Monday, 27 November 2023 at the offices of Piper Alderman, Level 26, Riparian Plaza, 71 Eagle Street, Brisbane QLD 4000 (the Meeting ) and at any postponement or adjournment of the Meeting.

Important for Resolution 1: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ).

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

VOTING DIRECTIONS

Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

• Resolutions For Against Abstain * For Against Abstain * 1 Remuneration Report 5 Approval to issue an additional 10% of the issued capital of the

• 2 Re-Election of Company over a 12 month period pursuant to Listing Rule 7.1A

• Dr George Lam

• 3 Re-Election of Mr Andrew Macintosh

• 4 Election of Mr Mena Habib

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 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)

Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

AUH PRX2301C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name and email address of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

• (b) return both forms together.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (AEST), on Saturday, 25 November 2023, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Proxy Forms may be lodged using the reply paid envelope or:

ONLINE

https://investorcentre.linkgroup.com

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

BY MOBILE DEVICE

QR Code

Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link https://investorcentre.linkgroup.com into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

BY MAIL



AustChina Holdings Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

+61 2 9287 0309

 BY HAND

delivering it to Link Market Services Limited* Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150

*During business hours Monday to Friday (9:00am - 5:00pm)

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be received at registrars@linkmarketservices.com.au prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO PARTICIPATE IN AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.