PACIFIC RESOURCES LIMITED — Proxy Solicitation & Information Statement 2024

Dec 12, 2024

AUSTCHINA HOLDINGS LIMITED ACN 075 877 075 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME: 10AM (AEST)

DATE: Wednesday, 15 January 2025

PLACE: To be held at the offices of MUFG Corporate Markets (formerly Link Market Services), Level 21, 10 Eagle Street, BRISBANE QLD 4000

The business of the Meeting affects your shareholding and your vote is important.

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00pm (AEDT) on Monday 13 January 2025.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES UNDER THE TRANCHE 1 PLACEMENT

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 300,000,000 Shares to Tranche 1 Placement Participants on the terms and conditions set out in the Explanatory Statement."

2. RESOLUTION 2 – APPROVAL TO ISSUE PLACEMENT OPTIONS TO TRANCHE 1 PLACEMENT PARTICIPANTS

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

"That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 300,000,000 Placement Options to Tranche 1 Placement Participants on the terms and conditions set out in the Explanatory Statement."

3. RESOLUTION 3 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SECURITIES TO MR HABIB

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

"That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 20,000,000 Shares and 20,000,000 Placement Options to Mr Mena Habib (or his nominee(s)) on the terms and conditions set out in the Explanatory Statement."

4. RESOLUTION 4 – APPROVAL TO ISSUE SECURITIES TO PARTICIPANTS UNDER EMPLOYEE INCENTIVE SECURITIES PLAN

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

"That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to issue up to maximum of 400,000,000 Securities under the Employee Incentive Securities Plan, on the terms and conditions set out in the Explanatory Statement."

Dated: 13 December 2024

Voting Prohibition Statements

Resolution 4 – Approval toissue Securities to Participants	A person appointed as a proxy must not vote, on the basis of that appointment,on this Resolution if:
under Employee IncentiveSecurities Plan	(a)the proxy is either:(i)a member of the Key Management Personnel; or(ii)a Closely Related Party of such a member; and(b)the appointment does not specify the way the proxy is to vote on thisResolution.However, the above prohibition does not apply if:
	(a)the proxy is the Chair; and(b)the appointment expressly authorises the Chair to exercise the proxyeven though this Resolution is connected directly or indirectly withremuneration of a member of the Key Management Personnel.

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons:

Resolution 1 – Ratification ofPrior Issue of Shares under theTranche 1 Placement	Tranche 1 Placement Participants or any other person who participated in theissue or an associate of that person or those persons.
Resolution 2 – Approval toIssue Placement Options to theTranche 1 PlacementParticipants	Tranche 1 Placement Participants or any other person who is expected toparticipate in, or who will obtain a material benefit as a result of, the proposedissue (except a benefit solely by reason of being a holder of ordinary securitiesin the Company) or an associate of that person (or those persons).
Resolution 3 – Approval toIssue Tranche 2 PlacementSecurities to Mr Habib	Mr Mena Habib (or their nominee(s)) and any other person who will obtain amaterial benefit as a result of the issue of the securities (except a benefit solelyby reason of being a holder of ordinary securities in the Company) or anassociate of that person or those persons.
Resolution 4 – Approval toIssue Securities to ParticipantsUnder the Employee IncentiveSecurities Plan	A person who is eligible to participate in the employee incentive scheme or anassociate of that person or those persons.

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

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
  • (i) 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 the Resolution; and
  • (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

You may still attend the Meeting and vote in person even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment unless you actually vote at the Meeting for which the proxy is proposed to be used, in which case, the proxy's appointment is deemed to be revoked with respect to voting on that Resolution.

Please bring your personalised Proxy Form with you as it will help you to register your attendance at the Meeting. If you do not bring your Proxy Form with you, you can still attend the Meeting but representatives from the Company's share registry will need to verify your identity. You can register from 9:30am on the day of the Meeting.

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 439 310 818.

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. BACKGROUND

On 5 November 2024, the Company announced that it had received firm commitments from professional and sophisticated investors to raise approximately $320,000 (before costs) through the issue of up to 320,000,000 Shares at an issue price of $0.001 per Share (Placement), together with one free attaching Option for every one Share applied for and issued under the Placement (Placement Options). The Placement Options will be exercisable at $0.003 each on or before on 4 November 2029. The full terms and conditions of the Placement Options are set out in Schedule 1.

Director, Mena Habib has also committed to subscribe for $20,000 worth of Shares under the Placement, subject to Shareholder approval.

The Shares issued under the Placement will be completed in two tranches, comprising:

• (a) 300,000,000 Shares issued on 12 November 2024 pursuant to the Company's existing placement capacity under Listing Rule 7.1 (ratification of which is sought pursuant to Resolution 1) (Tranche 1 Placement); and
• (b) 20,000,000 Shares proposed to be issued to Mr Mena Habib subject to Shareholder approval being obtained under Resolution 3 (Tranche 2 Placement).

The Notice also seeks Shareholder approval for the issue of up to 300,000,000 Placement Options to the professional and sophisticated investors who participated in the Tranche 1 Placement (Tranche 1 Placement Participants) and the issue of 20,000,000 Placement Options to Mr Mena Habib in respect of his participation in the Tranche 2 Placement.

The funds raised under the Placement are intended to be applied towards progressing the Company's Blackall Coal Project, towards funding due diligence in respect of a number of potential new high-quality projects, and for general working capital.

Further information in respect of the Placement is set out in the ASX announcement released on 5 November 2024.

2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES

2.1 General

This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 300,000,000 Shares under the Tranche 1Placement. Further information in relation to the Placement is set out in Section 1 above.

2.2 Listing Rule 7.1

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of the issue.

2.3 Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.

2.4 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the issue will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

If this Resolution is not passed, the issue will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of the issue.

2.5 Technical information required by Listing Rules 7.4 and 7.5

REQUIRED INFORMATION	DETAILS
Names of persons to whomSecurities were issued or thebasis on which those personswere identified/selected	The Tranche 1 Placement Participants were identified bythe Directors. The Company confirms that no MaterialPersons were issued more than 1% of the issued capital ofthe Company, other than existing substantial ShareholderBlackcro Investments Pty Ltd who subscribed for $100,000worth of Shares (being 100,000,000 Shares).
Number and class ofSecurities issued	300,000,000 Shares were issued pursuant to the Company'sexisting placement capacity under Listing Rule 7.1.
Terms of Securities	The Shares were fully paid ordinary shares in the capital ofthe Company issued on the same terms and conditions asthe Company's existing Shares.
Date(s) on or by which theSecurities were issued	The Shares will be issued on 12 November 2024.
Price or other considerationthe Company received forthe Securities	$0.001 per Share.
Purpose of the issue,including the intended use ofany funds raised by the issue	Refer to Section 1 for details of the proposed use of funds.
Summary of material terms ofagreement to issue	The Shares were not issued under an agreement.
Voting Exclusion Statement	A voting exclusion statement applies to this Resolution.
Compliance	The issue did not breach Listing Rule 7.1.

3. RESOLUTION 2 – APPROVAL TO ISSUE TRANCHE 1 PLACEMENT OPTIONS

3.1 General

This Resolution seeks Shareholder approval for the purposes of Listing Rule 7.1 for the issue of up to 300,000,000 Placement Options to the Tranche 1 Placement Participants.

3.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 2.2 above.

The proposed issue falls within exception 17 of Listing Rule 7.2. It therefore requires the approval of Shareholders under Listing Rule 7.1.

3.3 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to proceed with the issue. In addition, the issue will be excluded from the calculation of the number of equity

securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If this Resolution is not passed, the Company will not be able to proceed with the issue.

3.4 Technical information required by Listing Rule 7.3

REQUIRED INFORMATION	DETAILS
Names of persons to whomSecurities will be issued or thebasis on which those personswere or will beidentified/selected	The Tranche 1 Placement Participants were identified bythe Directors. The Company confirms that no MaterialPersons will be issued more than 1% of the issued capital ofthe Company, other than existing substantial ShareholderBlackcro Investments Pty Ltd who subscribed for $100,000worth of Shares and will receive 100,000,000 PlacementOptions.
Number of Securities andclass to be issued	Up to 300,000,000 Placement Options will be issued.
Terms of Securities	The Placement Options will be issued on the terms andconditions set out in Schedule 1.
Date(s) on or by which theSecurities will be issued	The Company expects to issue the Placement Optionswithin 5 Business Days of the Meeting. In any event, theCompany will not issue any Placement Options later thanthree months after the date of the Meeting (or such laterdate to the extent permitted by any ASX waiver ormodification of the Listing Rules).
Price or other considerationthe Company will receive forthe Securities	The Placement Options will be issued free attaching to theShares issued under the Tranche 1 Placement on a 1:1basis.
Purpose of the issue,including the intended use ofany funds raised by the issue	Refer to Section 1 for details of the proposed use of funds.
Summary of material terms ofagreement to issue	The Placement Options will not be issued under anagreement.
Voting exclusion statement	A voting exclusion statement applies to this Resolution.

4. RESOLUTION 3 – APPROVAL TO ISSUE TRANCHE 2 PLACEMENT SECURITIES TO MR HABIB

4.1 General

As set out in Section 1 above, Director Mena Habib wishes to participate in the Placement on the same terms as unrelated participants in the Placement.

Accordingly, this Resolution seeks Shareholder approval for purposes of Listing Rule 10.11 for the issue of 20,000,000 Shares and 20,000,000 Placement Options (the Tranche 2 Placement Securities) to Mr Mena Habib (or his nominee(s)), to enable his participation in the Company's capital raising activities on the same terms as unrelated participants.

4.2 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and
• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The issue constitutes giving a financial benefit and Mr Mena Habib is a related party of the Company by virtue of being a Director.

The Directors (other than Mr Mena Habib) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue because the Securities will be issued to Mr Mena Habib (or his nominee(s)) on the same terms as Securities issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm's length terms.

4.3 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• 10.11.1 a related party;
• 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;
• 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;
• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or
• 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX's opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

The issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

4.4 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to proceed with the issue within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and will raise an additional $20,000 which will be used in the manner set out in Section 1. As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.11), the issue will not use up any of the Company's 15% annual placement capacity.

If this Resolution is not passed, the Company will not be able to proceed with the issue and no further funds will be raised.

4.5 Technical Information required by Listing Rule 10.13

REQUIRED INFORMATION	DETAILS
Name of the person to whomSecurities will be issued	Mr Mena Habib (or his nominee(s)).
Categorisation under ListingRule 10.11	Mr Mena Habib falls within the category set out in ListingRule 10.11.1 as he is a related party of the Company byvirtue of being a Director.
	Any nominee(s) of Mr Mena Habib who receive Securitiesmay constitute 'associates' for the purposes of Listing Rule10.11.4.
Number of Securities andclass to be issued	20,000,000 Shares and 20,000,000 Placement Options willbe issued.
Terms of Securities	The Shares will be fully paid ordinary shares in the capital ofthe Company issued on the same terms and conditions asthe Company's existing Shares.
	The Options will be issued on the terms and conditions set

REQUIRED INFORMATION	DETAILS
	out in Schedule 1.
Date(s) on or by which theSecurities will be issued	The Company expects to issue the Tranche 2 PlacementSecurities within 5 Business Days of the Meeting. In anyevent,theCompanywillnotissueanyTranche2Placement Securities later than one month after the dateof the Meeting (or such later date to the extent permittedby any ASX waiver or modification of the Listing Rules).
Price or other considerationthe Company will receive forthe Securities	$0.001 per Share and nil per Placement Option as thePlacement Options will be issued free attaching with theShare on a 1:1 basis.
Purpose of the issue,including the intended use ofany funds raised by the issue	Refer to Section 1 for details of the proposed use of funds.
Summary of material terms ofagreement to issue	The Tranche 2 Placement Securities will not be issued underan agreement.
Voting exclusion statement	A voting exclusion statement applies to this Resolution.

5. RESOLUTION 4 – APPROVAL TO ISSUE SECURITIES TO PARTICIPANTS UNDER EMPLOYEE INCENTIVE SECURITIES PLAN

5.1 General

This Resolution seeks Shareholder approval for purposes of Listing Rule 7.2 (Exception 13(b)) for the issue of a maximum of 400,000,000 Securities under the employee incentive scheme titled "Employee Incentive Securities Plan" (Plan)).

The objective of the Plan is to attract, motivate and retain key employees, contractors and other persons who provide services to the Company, and the Company considers that the adoption of the Plan and the future issue of Securities under the Plan will provide these parties with the opportunity to participate in the future growth of the Company.

A summary of Listing Rule 7.1 is set out in Section 2.2.

Listing Rule 7.2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity's ordinary securities have approved the issue of equity securities under the scheme as exception to Listing Rule 7.1.

Exception 13(b) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity's notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (Exception 13(b). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the noticeof meeting.

5.2 Technical Information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to issue Securities under the Plan to eligible participants over a period of 3 years. The issue of any Securities to eligible participants under the Plan (up to the maximum number of Securities stated in Section 5.3 below) will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Securities under the Plan to a related party or a person whose relationship with the Company or the related party is, in ASX's opinion, such that approval should be obtained.

If this Resolution is not passed, the Company will be able to proceed with the issue of Securities under the Plan to eligible participants, but any issues of Securities will reduce, to that extent, the Company's capacity to issue equity securities without Shareholder

approval under Listing Rule 7.1 for the 12 month period following the issue of the Securities.

5.3 Technical information required by Listing Rule 7.2 (Exception 13)

REQUIRED INFORMATION	DETAILS
Terms of the Plan	A summary of the material terms and conditions of the Planis set out in Schedule 2 of the Notice.
Number of Securitiespreviously issued under thePlan	The Company has not issued any Securities under the Planas this is the first time that Shareholder approval is beingsought for the adoption of the Plan.
Maximum number ofSecurities proposed to beissued under the Plan	The maximum number of Securities proposed to be issuedunder the Plan in reliance on to Listing Rule 7.2 (Exception13),followingShareholderapproval,is400,000,000Securities. It is not envisaged that the maximum number ofSecurities for which approval is sought will be issuedimmediately.
	The Company will seek Shareholder approval under ListingRule 10.14 in respect of any future issues of Securities underthe Plan to a related party or a person whose relationshipwith the Company or the related party is, in ASX's opinion,such that approval should be obtained.
Voting exclusion statement	A voting exclusion statement applies to this Resolution.
Voting prohibition statement	A voting prohibition statement applies to this Resolution.

GLOSSARY

$ means Australian dollars.

AEST means Australian Eastern Standard Time.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

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

• (a) a spouse or child of the member;
• (b) a child of the member's spouse;
• (c) a dependent of the member or 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 dealing with the entity;
• (e) a company the member controls; or
• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of 'closely related party' in the Corporations Act.

Company means AustChina Holdings Limited (ACN 075 877 075).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

Material Person means a related party of the Company, member of the Key Management Personnel, substantial holder of the Company, adviser of the Company or associate of any of these parties.

Meeting means the meeting convened by the Notice.

Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Placement has the meaning set out in Section 1.

Placement Options has the meaning set out in Section 1.

Plan has the meaning set out in Section 5.1.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Security means a Share, Option or Performance Right (as applicable).

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

Shareholder means a registered holder of a Share.

Tranche 1 Placement has the meaning set out in Section 1.

Tranche 1 Placement Participants has the meaning set out in Section 1.

Tranche 2 Placement has the meaning set out in Section 1.

SCHEDULE 1 – TERMS AND CONDITIONS OF PLACEMENT OPTIONS

(a) Entitlement

Each Placement Option entitles the holder to subscribe for one Share upon exercise of the Placement Option.

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Placement Option will be $0.003 (Exercise Price)

(c) Expiry Date

Each Placement Option will expire at 5:00 pm (AEST) on 4 November 2029 (Expiry Date). A Placement Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Placement Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e) Notice of Exercise

The Placement Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Placement Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Placement Option being exercised in cleared funds (Exercise Date).

(g) Timing of issue of Shares on exercise

Within five Business Days after the Exercise Date, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Placement Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Placement Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Placement Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Placement Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Placement Options.

(k) Change in exercise price

A Placement Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Placement Option can be exercised.

(l) Transferability

The Placement Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

SCHEDULE 2 – MATERIAL TERMS OF THE PLAN

A summary of the material terms of the Company's Employee Incentive Securities Plan (Plan) is set out below.

Eligible Participant	Eligible Participant means a person that is a 'primary participant' (as that term isdefined in Division 1A of Part 7.12 of the Corporations Act) in relation to theCompany or an Associated Body Corporate (as defined in the CorporationsAct) and has been determined by the Board to be eligible to participate in thePlan from time to time.
Purpose	The purpose of the Plan is to:
	(a)assist in the reward, retention and motivation of Eligible Participants;
	(b)link the reward of Eligible Participants to Shareholder value creation;
	and(c)align the interests of Eligible Participants with shareholders of theGroup (being the Company and each of its Associated BodiesCorporate), by providing an opportunity to Eligible Participants toreceive an equity interest in the Company in the form of a security inthe capital of the Company, including Share, Option, PerformanceRight or other Convertible Security (Securities).
Maximum number ofConvertible Securities	The Company will not make an invitation under the Plan which involves monetaryconsideration if the number of Shares that may be issued, or acquired uponexercise of Convertible Securities offered under an invitation, when aggregatedwith the number of Shares issued or that may be issued as a result of allinvitations under the Plan during the 3 year period ending on the day of theinvitation, will exceed 5% of the total number of issued Shares at the date of theinvitation (unless the Constitution specifies a different percentage and subjectto any limits approved by Shareholders under Listing Rule 7.2 Exception 13(b)).
Plan administration	The Plan will be administered by the Board. The Board may exercise any poweror discretion conferred on it by the Plan rules in its sole and absolute discretion(except to the extent that it prevents an Eligible Participant who has beengranted any Security under the Plan (Participant) relying on the deferred taxconcessions under Subdivision 83A-C of the Income Tax Assessment Act1997 (Cth)). The Board may delegate its powers and discretion.
Eligibility, invitation andapplication	The Board may from time to time determine that an Eligible Participant mayparticipate in the Plan and make an invitation to that Eligible Participant toapply for any (or any combination of) the Securities provided under the Plan onsuch terms and conditions as the Board decides.
	On receipt of an invitation, an Eligible Participant may apply for the Securitiesthe subject of the invitation by sending a completed application form to theCompany. The Board may accept an application from an Eligible Participant inwhole or in part.
	If an Eligible Participant is permitted in the invitation, the Eligible Participantmay, by notice in writing to the Board, nominate a party in whose favour theEligible Participant wishes to renounce the invitation.
Grant of Securities	The Company will, to the extent that it has accepted a duly completedapplication, grant the Participant the relevant number and type of Securities,subject to the terms and conditions set out in the invitation, the Plan rules andany ancillary documentation required.
Rights attaching toConvertible Securities	A Convertible Security represents a right to acquire one or more Shares inaccordance with the Plan (for example, an Option or a Performance Right).
	Prior to a Convertible Security being exercised, the holder:
	(a)does not have any interest (legal, equitable or otherwise) in any Sharethe subject of the Convertible Security other than as expressly set outin the Plan;
	(b)is not entitled to receive notice of, vote at or attend a meeting of theshareholders of the Company;
	(c)is not entitled to receive any dividends declared by the Company;and

	(d)is not entitled to participate in any new issue of Shares (seeAdjustment of Convertible Securities section below).
Restrictions on dealingwith ConvertibleSecurities	Convertible Securities issued under the Plan cannot be sold, assigned,transferred, have a security interest granted over or otherwise dealt with unlessin Special Circumstances as defined under the Plan (including in the case ofdeath or total or permanent disability of the holder) with the consent of theBoard in which case the Convertible Securities may be exercisable on termsdetermined by the Board.
	A holder must not enter into any arrangement for the purpose of hedging theireconomic exposure to a Convertible Security that has been granted to them.
Vesting of ConvertibleSecurities	Any vesting conditions applicable to the Convertible Securities will bedescribed in the invitation. If all the vesting conditions are satisfied and/orotherwise waived by the Board, a vesting notice will be sent to the Participantby the Company informing them that the relevant Convertible Securities havevested. Unless and until the vesting notice is issued by the Company, theConvertible Securities will not be considered to have vested. For the avoidanceof doubt, if the vesting conditions relevant to a Convertible Security are notsatisfied and/or otherwise waived by the Board, that security will lapse.
Forfeiture of Convertible	Convertible Securities will be forfeited in the following circumstances:
Securities	(a)in the case of unvested Convertible only, where a Participant actsfraudulently, dishonestly, negligently, in contravention of any theCompany and any Associated Bodies Corporate (as defined in theCorporations Act) (the Group) policy or wilfully breaches their dutiesto the Group;
	(b)where there is a failure to satisfy the vesting conditions in accordancewith the Plan;
	(c)on the date the Participant becomes insolvent; or
	(d)on the Expiry Date,
	subject to the discretion of the Board.
Listing of ConvertibleSecurities	Convertible Securities granted under the Plan will not be quoted on the ASX orany other recognised exchange. The Board reserves the right in its absolutediscretion to apply for quotation of Convertible Securities granted under thePlan on the ASX or any other recognised exchange.
Exercise of ConvertibleSecurities and cashlessexercise	To exercise a security, the Participant must deliver a signed notice of exerciseand, subject to a cashless exercise (see next paragraph below), pay theexercise price (if any) to or as directed by the Company, at any time followingvesting of the Convertible Securities (if subject to vesting conditions) and prior tothe expiry date as set out in the invitation or vestingnotice.
	An invitation to apply for Convertible Securities may specify that at the time ofexercise of the Convertible Securities, the Participant may elect not to berequired to provide payment of the exercise price for the number ofConvertible Securities specified in a notice of exercise, but that on exercise ofthose Convertible Securities the Company will transfer or issue to the Participantthat number of Shares equal in value to the positive difference between theMarket Value of the Shares at the time of exercise and the exercise price thatwould otherwise be payable to exercise those Convertible Securities.
	Market Value means, at any given date, the volume weighted average priceper Share traded on the ASX over the 5 trading days immediately precedingthat given date, unless otherwise specified in an invitation.
	Convertible Securities may not be exercised unless and until that security hasvested in accordance with the Plan rules, or such earlier date as set out in thePlan rules.
Timing of issue of Sharesand quotation of Shareson exercise	Within five business days after the issue of a valid notice of exercise by aParticipant, the Company will issue or cause to be transferred to that Participantthe number of Shares to which the Participant is entitled under the Plan rules andissue a substitute certificate for any remaining unexercised Convertible Securitiesheld by that Participant.
Restriction periods andrestrictions on transfer ofShares on exercise	If the invitation provides that any Shares issued upon the valid exercise of aConvertible Security are subject to any restrictions as to the disposal or otherdealing by a Participant for a period, the Board may implement any procedure

	it deems appropriate to ensure the compliance by the Participant with thisrestriction.
	Additionally, Shares issued on exercise of the Convertible Securities are subjectto the following restrictions:
	(a)if the Company is required but is unable to give ASX a notice thatcomplies with section 708A(5)(e) of the Corporations Act, Shares issuedon exercise of the Convertible Securities may not be traded until 12months after their issue unless the Company, at its sole discretion,elects to issue a prospectus pursuant to section 708A(11) of theCorporations Act;
	(b)all Shares issued on exercise of the Convertible Securities are subject torestrictions imposed by applicable law on dealing in Shares by personswho possess material information likely to affect the value of the Sharesand which is not generally available; and
	(c)all Shares issued on exercise of the Convertible Securities are subject tothe terms of the Company's Securities Trading Policy.
Rights attaching toShares on exercise	All Shares issued upon exercise of Convertible Securities will rank equally in allrespects with the then Shares of the Company.
Change of control	If a change of control event occurs (being an event which results in any person(either alone or together with associates) owning more than 50% of theCompany's issued capital), unvested Convertible Securities will vest unless theBoard determines in its discretion otherwise. The Board's discretion indetermining the treatment of any unvested Convertible Securities on a changeof control event is limited to vesting or varying any vesting conditions in respectto the Convertible Securities and does not include a discretion to lapse or forfeitunvested Convertible Securities for less than fair value.
Participation inentitlements and bonusissues	Subject always to the rights under the following two paragraphs, Participants willnot be entitled to participate in new issues of capital offered to holders ofShares such as bonus issues and entitlement issues.
Adjustment for bonusissue	If Shares are issued by the Company by way of bonus issue (other than an issuein lieu of dividends or by way of dividend reinvestment), the Participant isentitled, upon exercise of the Convertible Securities, to receive an issue of asmany additional Shares as would have been issued to the holder if the holderheld Shares equal in number to the Shares in respect of which the ConvertibleSecurities are exercised.
Reorganisation	If there is a reorganisation of the issued share capital of the Company (includingany subdivision, consolidation, reduction, return or cancellation of such issuedcapital of the Company), the rights of each Participant holding ConvertibleSecurities will be changed to the extent necessary to comply with the ASXListing Rules applicable to a reorganisation of capital at the time of thereorganisation.
Employee Share Trust	The Board may in its sole and absolute discretion use an employee share trust orother mechanism for the purposes of holding Convertible Securities for holdersunder the Plan and delivering Shares on behalf of holders upon exercise ofConvertible Securities.
Amendment of Plan	Subject to the following paragraph, the Board may at any time amend anyprovisions of the Plan rules, including (without limitation) the terms andconditions upon which any Securities have been granted under the Plan anddetermine that any amendments to the Plan rules be given retrospective effect,immediate effect or future effect.
	No amendment to any provision of the Plan rules may be made if theamendment materially reduces the rights of any Participant as they existedbefore the date of the amendment, other than an amendment introducedprimarily for the purpose of complying with legislation or to correct manifesterror or mistake, amongst other things, or is agreed to in writing by allParticipants.
Plan duration	The Plan continues in operation until the Board decides to end it. The Board mayfrom time to time suspend the operation of the Plan for a fixed period orindefinitely and may end any suspension. If the Plan is terminated or suspendedfor any reason, that termination or suspension must not prejudice the accruedrights of the Participants.

	If a Participant and the Company (acting by the Board) agree in writing thatsome or all of the Securities granted to that Participant are to be cancelled on aspecified date or on the occurrence of a particular event, then those Securitiesmay be cancelled in the manner agreed between the Company and theParticipant.
Income Tax AssessmentAct	The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act1997 (Cth) applies (subject to the conditions in that Act) except to the extentan invitation provides otherwise.

X99999999999

PROXY FORM

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

APPOINT A PROXY

STEP 1

STEP 3

STEP 2

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or 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 General Meeting of the Company to be held at 10:00am (AEST) on Wednesday, 15 January 2025 at the offices of MUFG Corporate Markets (formerly Link Market Services), Level 21, 10 Eagle Street, Brisbane QLD 4000 (the Meeting) and at any postponement or adjournment of the Meeting.

Important for Resolution 4: 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 Resolution 4, 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

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED * 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. 1 Ratification of prior issue of Shares under the Tranche 1 Placement 2 Approval to issue Placement Options to Tranche 1 Placement Participants 3 Approval to issue Tranche 2 Placement securities to Mr Habib 4 Approval to Issue Securities to Participants under Employee Incentive Securities Plan Resolutions For Against Abstain*

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 PRX2501C

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.

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 General Meeting. A form of the certificate may be obtained from the Company's share registry or online at www. linkmarketservices.com.au.

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 Monday, 13 January 2025 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:

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

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

+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)

IMPORTANT INFORMATION

Link Group is now known as MUFG Pension & Market Services. Over the coming months, Link Market Services will progressively rebrand to its new name MUFG Corporate Markets, a division of MUFG Pension & Market Services.