STAR COMBO PHARMA LIMITED — AGM Information 2020

Oct 22, 2020

STAR COMBO PHARMA LIMITED

ACN 615 728 375

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of members of Star Combo Pharma Limited (Company) is to be held for the purpose of conducting the business of the meeting as itemised.

Venue:	Star Combo Conference Room
	171 – 177 Woodpark Rd, Smithfield, NSW, 2164.

Date: Tuesday 24th November 2020 Time: 11.00 a.m. (Sydney time)

BUSINESS OF THE MEETING

Ordinary Business

Financial Statements and Reports

To receive and consider the Financial Statements and Reports of the Directors and Auditor for the financial year ended 30 June 2020.

Resolution 1: Remuneration Report

To consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That for the purpose of section 250R of the Corporations Act and for all other purposes, the Remuneration Report as set out in the Directors' Report for the year ended 30 June 2020 be adopted."

Voting Exclusion Statement

The Company will disregard any votes on Resolution 1 by or on behalf of a member of the Key Management Personnel of the Company (including Directors) ("KMP") whose details are included in the Remuneration Report, or their closely related parties. However, the Company will not disregard a vote cast on Resolution 1 by a KMP or closely related party of a KMP if:

• (a) the person is acting as proxy and the proxy form specifies how the proxy is to vote, and the vote is not cast on behalf of a person who is otherwise excluded from voting on Resolution 1 as described above; or
• (b) the person is the Chair voting an undirected proxy which expressly authorises the Chair to vote the proxy on a resolution connected with the remuneration of a member of the KMP.

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

Resolution 2: Re-election of Director – Ms Su Zhang

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

"That, for the purposes of ASX Listing Rule 14.4 and the Constitution and for all other purposes, Ms Su Zhang, who retires by rotation in accordance with the Company's constitution and, being eligible, offers herself for re-election, be re-elected as a Director of the Company."

Voting Exclusion Statement

The Company will disregard any votes on Resolution 2 by Ms Su Zhang and her nominee and any of his associates. However, the Company need not disregard a vote if it is cast:

• (a) by Ms Zhang or an associate of Ms Zhang as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form; or
• (b) by the Chair as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 3: Re-election of Director – Dr Ziye Sui

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

"That, for the purposes of ASX Listing Rule 14.4 and the Constitution and for all other purposes, Dr Ziye Sui, who retires by rotation in accordance with the Company's constitution and, being eligible, offers herself for re-election, be re-elected as a Director of the Company."

Voting Exclusion Statement

The Company will disregard any votes on Resolution 3 by Dr Ziye Sui and her nominee and any of his associates. However, the Company need not disregard a vote if it is cast:

• (c) by Dr Sui or an associate of Ms Zhang as a proxy for a person who is entitled to vote, in accordance with the direction on the proxy form; or
• (d) by the Chair as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 4: Cancellation of Shares issued to DW & RL Pty Ltd and to Liang Zuo

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

"That 494,479 shares in the Company issued to DW & RL Pty Ltd and 329,653 shares in the Company issued to Liang Zuo pursuant to the ATY and KOM Share Sale and Purchase Agreement dated 5 February 2019 be cancelled and the capital of the Company be reduced accordingly."

Resolution 5: Appointment of Auditor

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

"That, for the purposes of section 327B (1) of the Corporations Act 2001 and for all other purposes, BDO Audit Pty Ltd of 1 Margaret Street, having been nominated by a shareholder and consented in writing to act as auditor of the Company, be appointed auditor of the Company, effective immediately".

General

To consider any other business as may be lawfully put forward in accordance with the Constitution.

Other Information

The Explanatory Memorandum accompanies and forms part of this Notice.

All Shareholders should read the Explanatory Memorandum carefully and in its entirety. Shareholders who are in doubt regarding any part of the business of the annual general meeting should consult their financial or legal adviser for assistance.

Voting by Proxy

Any Shareholder of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of that Shareholder.

The proxy does not need to be a Shareholder of the Company. 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 no proportion or number is specified, each proxy may exercise half of the Shareholder's votes (in which case any fractional votes will be disregarded).

Proxies must be:

• (a) lodged (by hand) or posted to the Company's share registry, Link Market Services;
• (b) faxed at the fax number specified below; or
• (c) lodged online at the website specified below,

not later than 11:00 a.m. (Sydney time) on Sunday 22 November 2020.

Link Market Services (hand deliveries)	Link Market Services Level 12, 680 George Street, Sydney, NSW 2000
Link Market Services (postal deliveries)	Link Market Services Level 12, 680 George Street, Sydney, NSW 2000
Fax number for lodgment	+61 2 9287 0309
Online	www.linkmarketservices.com.au

A form of proxy is provided with this notice.

Proxies given by corporate Shareholders must be executed in accordance with the Corporations Act and their constitutions, or signed by a duly authorised attorney.

A proxy may decide whether to vote on any motion, except where the proxy is required by law or the Constitution to vote or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on a resolution, the proxy may vote on that item only in accordance with that direction. Any directed proxies which are not voted on a poll will automatically default to the Chair of the Meeting, who must vote the proxies as directed. If a proxy is not directed how to vote on a resolution, a proxy may vote as they think fit. If a Shareholder appoints the Chair of the Meeting as a Shareholder's proxy and does not specify how the Chair is to vote on the resolution, the Chair will vote, as proxy for that Shareholder, in favour of the resolution.

Voting by corporate representatives

A corporate Shareholder wishing to appoint a person to act as its representative at the Meeting must provide that person with an authority executed in accordance with the Company's constitution and the Corporations Act authorising him or her to act as a corporate representative. The authority must be sent to the Company or its share registry in advance of the Meeting or be handed in at the Meeting when registering as a corporate representative.

Entitlement to Vote

In accordance with Section 1074E(2)(g)(i) of the Corporations Act and Regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the meeting all shares will be taken to be held by the persons who held them as registered Shareholders at 7.00 p.m. (Sydney time) on Sunday 22 November 2020. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Shareholder questions and comments

The Chair of the Meeting will provide Shareholders with an opportunity at the meeting to ask questions and make comments.

By Order of the Board Star Combo Pharma Limited

Patrick Raper 23 October 2020

STAR COMBO PHARMA LIMITED

ACN 615 728 375

EXPLANATORY MEMORANDUM

This Explanatory Memorandum relates to the Annual General Meeting of the Company to be held in the Star Combo Conference Room at 171 – 177 Woodpark Rd, Smithfield, NSW, 2164 on Tuesday 24 November 2020 at 11:00 am (Sydney time).

Financial Report and Reports of the Directors and Auditor

This item allows Shareholders the opportunity to consider the Financial Report, Directors' Report and Auditor's Report of the Company. Under Section 317 of the Corporations Act the Company is required to lay these three reports, together comprising the Company's Annual Report, before its Shareholders at the Meeting.

Resolution 1 Remuneration Report

Resolution 1 provides Shareholders the opportunity to vote on the Company's Remuneration Report. Under Section 250R(2) of the Corporations Act, the Company must put the adoption of its Remuneration Report to a vote at the annual general meeting. The Remuneration Report is contained in the Directors' Report. Section 250R(3) of the Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors or the Company, and a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any arrangements in the Remuneration Report. The Chairman will allow reasonable opportunity for Shareholders to ask about or make comments on the Remuneration Report.

The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention.

The Board recommends that Shareholders vote for this resolution.

Noting that four of the current executive and non-executive Directors have a personal interest in their own remuneration from the Company as set out in the Remuneration Report, and that each of them (and their closely related parties) would be excluded from voting on Resolution 1, the Board recommends that Shareholders vote in favour of adopting the Remuneration Report.

Resolution 2: Re-election of Ms Su Zhang

ASX Listing Rule 14.5 and rule 26.6 of the Company's Constitution provide that an election of directors must be held each year at the annual general meeting of the Company. The Board has determined that Ms Su Zhang will retire and, being eligible, offers herself for re-election.

Resolution 2 provides for the re-election of Su Zhang as an executive Director of the Company in accordance with Listing Rule 14.4 and rule 26.3 of the Constitution.

Su was appointed to the Board in 2018 as an executive Director.

Su has been working in the pharmaceutical industry for over 10 years, starting her career with Terry White Chemists after graduating in 2006. Upon leaving Terry White Chemists, Su worked for 3 years at Abbott Australia. She commenced at Abbott Australia as a Senior Drug Safety Associate and later moved into the role of Asia Pacific Regional Manager. In 2009, Su commenced employment with Star Combo, initially focusing her efforts on obtaining a TGA license for Costar Pharma. Su's responsibilities within Star Combo include quality control and compliance, operational management, production planning and sales cycle management.

The Board, other than Ms Su Zhang, recommends the reappointment of Ms Su Zhang as an executive Director.

Resolution 3: Re-election of Dr Ziye Sui

ASX Listing Rule 14.5 and rule 26.6 of the Company's Constitution provide that an election of directors must be held each year at the annual general meeting of the Company. The Board has determined that Dr Ziye Sui will retire and, being eligible, offers herself for re-election.

Resolution 3 provides for the re-election of Dr Sui as a non-executive Director of the Company in accordance with Listing Rule 14.4 and rule 26.3 of the Constitution.

Dr Sui was appointed to the Board in 2018 as a non-executive Director.

As a senior manager in the Medical Device industry, Dr. Sui has extensive knowledge and experience in Medical Device production, regulation, sales and marketing in both Chinese and international market. With recent experience in pharmaceutical wholesale and retail business, she managed to build up a B2C platform of homecare medical devices and healthcare products, which could be helpful for Costar products introduction in Chinese market.

The Board, other than Dr Sui, recommends the reappointment of Dr Sui as a non-executive Director.

Resolutions 4: Cancellation of Shares issued to DW & RL Pty Ltd and to Liang Zuo Overview

Star Combo Pharma Limited announced on 19 February 2019 that it had completed the acquisition of the businesses of Koala Mall Pty Ltd ("KOM") and Austoyou Group Pty Ltd ("ATY") for A\$10 million.

Austoyou and Koala Mall were acquired via the Share Sale and Purchase Agreement dated 5 February 2019 which set out a three stage completion process.

• Stage 1. Completed on 19 February 2019 consisted of 70% of the Purchase Amount structured as 50% cash payment and 50% payment in shares issued at \$0.51.
• Stage 2. 12 months post settlement, a further \$1.5m or 15% of the Purchase Amount. If any shares are to be issued for this payment, they will be issued at a 10% discount from the VWAP in the 10 days prior to payment.
• Stage 3. 24 months post settlement, a final \$1.5m or 15% of the Purchase Amount. If any shares are to be issued for this payment, they will be issued at a 10% discount from the VWAP in the 10 days prior to payment.

The Stage 1 payment included 6,981,115 shares issued at \$0.51

Terms of Issue of the shares under stage 1

The terms of the issue of the shares are as follows:

• (a) The Shares were issued at \$0.51 per Share raising \$3,560,368.
• (b) The Shares have the same rights as all other Shares on issue.
• (c) The funds raised from the issue of the shares were used as part payment for the acquisition of the businesses of Koala Mall Pty Limited and Austoyou Group Pty limited.

Adjustment to the Purchase Consideration

The initial acquisition accounting of Austoyou and Koala Mall was provisionally determined in the annual financial report for the year ended 30 June 2019.

The Group has subsequently worked with the external valuation expert to gather evidence around the values, to reflect any new information. Under this process an adjustment was made to Austoyou FY18 NPAT.

The purchase consideration has been adjusted in the financial report for the year ended 30 June 2020 to reflect the changes. The value of the identifiable net assets of Austoyou and Koala Mall have now been finalised.

Had the purchase accounting been finalised, the annual financial report ended 30 June 2019 would have differed to those previously reported in that the purchase consideration would have been \$1.1m lower due to an adjustment made to Austoyou FY18 NPAT.

The \$1.1m decrease in the purchase consideration is made up of a decrease in the stage 1 cash payment of \$420k, a decrease in the stage 1 shares payment of \$420k and \$300k for each of the two 15% deferred consideration payments referred to under stage 2 and stage 3 above.

Pursuant to s.256C(2)(a) of the Corporations Act the cancellation of the Shares requires a special resolution passed at a general meeting of the Company as the cancellation is a selective reduction of capital of the Company.

The Company therefore now seeks Shareholder approval to cancel 824,132 shares being the number of excess shares issued to the vendors of Koala Mall Pty Ltd and Austoyou Group Pty Ltd as part of the stage 1 payment in February 2019.

Number of Shares on Issue:

The following table sets out the shares on issue before the share cancellation and after the proposed share cancellation.

	DW & RL Pty Ltd	Liang Zuo	Other Shareholders	Total Shares on Issue
Shares on Issue as at 13	4,257,669	2,792,446	128,566,486	135,616,601
October 2020 Proposed Cancellation	-494,479	-329,653		-824,132
Shares on Issue after the cancellation	3,763,190	2,462,793	128,566,486	134,792,469

The Chairman intends to exercise all undirected proxies in favour of Resolution 3. If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 3, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention.

Directors' Recommendation

The Board recommends that Shareholders vote in favour of this Resolution.

Resolution 5 Appointment of Auditor

As announced on the ASX on 13 October 2020, BDO Audit Pty Ltd ("BDO Audit") was appointed auditor of the Company following the resignation of BDO East Coast Partnership ("BDO ECP") and ASIC's consent to the resignation in accordance with s329(5) of the Corporations Act 2001 ("the Act").

The change of auditor arose as a result of BDO ECP restructuring its audit practice to provide for audits to be conducted by BDO Audit, an authorised audit company, rather than by BDO ECP.

As a result of the timing of the change, BDO Audit filled a casual vacancy in accordance with s327C(1) of the Act. Under section 327C(2) of the Act, an auditor who has been appointed under s327C(1) of the Act only holds office until the Company's next annual general meeting.

The Company is required to appoint an auditor to fill any vacancy at each annual general meeting (after its first annual general meeting) pursuant to s327B(1)(b) of the Act.

Pursuant to section 328B of the Act, the Company received a valid notice of nomination of auditor that nominated BDO Audit to be appointed as the auditor of the Company. A copy of the nomination is attached as Annexure A to this Notice of Meeting.

BDO Audit has provided the Company with its written consent to act, subject to shareholders' approval being granted, as the Company's auditor in accordance with s328A(1) of the Act.

In accordance with s327B(1)(b) of the Act, an ordinary resolution is required at this Annual General Meeting to appoint BDO Audit as the Company's auditor and shareholders' approval is sought to that appointment.

The Board recommends that Shareholders vote in favour of this Resolution.

Glossary

In this Notice and Explanatory Memorandum:

\$ means Australian Dollars.

Annual General Meeting or Meeting means the annual general meeting to which this Notice relates.

ASX means ASX Limited ACN 008 624 691, and where the context permits the Australian Securities Exchange operated by ASX.

Auditor's Report means the auditor's report in the Financial Report.

Board means the board of Directors.

Chairman means the person appointed to chair the Meeting convened by this Notice.

Company means Star Combo Pharma Limited (ACN 615 728 375).

Constitution means the constitution of the Company as at the commencement of the Meeting.

Corporations Act means Corporations Act 2001 (Cth).

Director means a director of the Company.

Directors' Report means the annual directors' report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Key Management Personnel means 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) of the Company.

Listing Rules means the listing rules of ASX.

Notice means this notice of meeting.

Proxy Form means the proxy form attached to the Notice.

Resolution or Resolutions means the resolutions set out in this Notice.

Share means an ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

ACN 615 728 375

PROXY FORM

I/We being a member(s) of Star Combo Pharma Limited (Company) and entitled to attend and vote hereby appoint:

APPOINT A PROXY

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

STEP 1or 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 11:00am (Sydney time) on Tuesday, 24 November 2020 at Star Combo Conference Room, 171 – 177 Woodpark Road, Smithfield, NSW 2164 (the Meeting) and at any postponement or adjournment of the Meeting. SAMPLE

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 Resolution 1, even though the Resolution is connected directly or indirectly to the Chairman.

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

form must be executed in accordance with the company's constitution and the Corporations Act 2001 (Cth).

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 Appointment of Auditor
P 2 STE	Re-election of Director – 2 Ms Su Zhang 3 Re-election of Director – Dr Ziye Sui 4 Cancellation of Shares issued to DW & RL Pty Ltd and to Liang Zuo  votes will not be counted in computing the required majority on a poll.		* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your
	Shareholder 1 (Individual)	SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED Joint Shareholder 2 (Individual)	Joint Shareholder 3 (Individual)
P 3 STE	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

S66 PRX2002C

*S66 PRX2002C*

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 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. SAMPLE

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 produced prior to admission in accordance with the Notice of 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 11:00am (Sydney time) on Sunday, 22 November 2020, 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

www.linkmarketservices.com.au

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 MAIL

Star Combo Pharma 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* 1A Homebush Bay Drive Rhodes NSW 2138

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