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STAR COMBO PHARMA LIMITED Share Issue/Capital Change 2018

Jun 26, 2018

65746_rns_2018-06-26_050d8d02-f6fe-49bb-b300-9621f937e7f5.pdf

Share Issue/Capital Change

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Star Combo Pharma Limited ACN 615 728 375 of 171 - 177 Woodpark Rd, Smithfield, NSW 2164 www.starcombo.com.au

27 June 2018

Company Announcements ASX Limited 20 Bridge Street SYDNEY NSW 2000

ASX Announcement Re-lodgement of Appendix 3B

Re-lodgement of Appendix 3B that was released on 26 June 2018 (attached) with Item 9 corrected to include all the options the Company has issued.

For further information: Su Zhang CEO Star Combo Pharma Limited +61 2 9756 6555 [email protected]

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement. application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Star Combo Pharma Limited

ABN

ACN 615 728 375

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$ +Class of +securities issued or to be issued

Unlisted options

  • Number of +securities issued or $\overline{2}$ to be issued (if known) or maximum number which may be issued
  • Principal terms of the $\overline{\mathbf{3}}$ *securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities. the conversion price and dates for conversion)

1,670,000

Exercise price: \$0.50 Expiry date: 16/06/2023

Appendix 3B Page 1

+ See chapter 19 for defined terms.

4 Do the + securities rank equally
in all respects from the + issue
date with an existing + class of
quoted +securities?
If the additional *securities do
not rank equally, please state:
the date from which they do
the extent to which they
participate for the
next
dividend, (in the case of a
distribution)
trust,
Or
interest payment
• the extent to which they do
not rank equally, other than
in relation to the next
dividend,
distribution
or
interest payment
No
The options will not be quoted. Shares to be
issued upon exercise of options will rank
equally with all other fully paid ordinary
shares on issue.
5 Issue price or consideration Nil issue price as the options are being
issued as part consideration for
the
employees' services.
6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
The options are being issued as part
consideration for the employees' services.
6a
Is the entity an $\pm$ eligible entity No
that has
obtained
security
holder approval under rule 7.1A?
If Yes, complete sections 6b - 6h
in relation to the + securities the
subject of this Appendix 3B, and
comply with section 6i
6b The date the security holder
resolution under rule 7.1A was
passed
Not applicable.
Number of + securities issued
without security holder approval
under rule 7.1
Not applicable.

+ See chapter 19 for defined terms.

  • 6d Number of +securities issued with security holder approval under rule 7.1A
  • Number of +securities issued 6e with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
  • 6f Number of +securities issued under an exception in rule 7.2
  • If *securities issued under rule 6g 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the tissue date and both values. Include the source of the VWAP calculation.
  • 6h If +securities were issued under rule $7.1A$ for non-cash consideration, state date on which valuation $\sigma$ consideration was released to ASX Market Announcements
  • Calculate the entity's remaining 6i issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

+Issue dates $\overline{7}$

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and +class of all *securities quoted on ASX (including the +securities in section 2 if applicable)

Number + Class
75,505,315 Fully paid ordinary
shares

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Rule $7.1 - 9.655,797$ Rule 7.1A - Not applicable.

15 June 2018

  • See chapter 19 for defined terms.

Appendix 3B Page 3

Number + Class
9 Number and + class of
all
1,670,000 Unlisted
options
*securities not quoted on ASX
(including the + securities in
exercisable at \$0.50
section 2 if applicable) expiring 16 June
2023.
3,960,171 Unlisted options
exercisable at \$0.455
expiring 14 August
2018.
100,000 Unlisted options
exercisable at \$0.55
expiring 14 May 2019.
100,000 Unlisted options
exercisable at \$0.60
expiring 14 May
2020.
800,000 Unlisted
options
exercisable at \$0.625
expiring 11 May 2021.
1,000,000 Unlisted options
exercisable at \$0.625
expiring 11 May 2021.
100,000 Unlisted options
exercisable at \$0.65
expiring 14 May 2021.

Dividend policy (in the case of a
trust, distribution policy) on the 10 increased capital (interests)

Not applicable.

Part 2 - Pro rata issue

$\mathbf n$ holder approval Not applicable.
security
Is.
required?
12 Is the issue renounceable or non- Not applicable.
renounceable?
13 Ratio in which the + securities Not applicable.
will be offered
14 + Class of + securities to which the Not applicable.
offer relates

+ See chapter 19 for defined terms.

15 + Record
date
determine
to
entitlements
Not applicable.
16 Will
holdings
different
on
registers (or subregisters) be
for
calculating
aggregated
entitlements?
Not applicable.
17 Policy for deciding entitlements
in relation to fractions
Not applicable.
18 Names of countries in which the
entity has security holders who
will not be sent new offer
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
Not applicable.
19 Closing date for
receipt
$of \, $
acceptances or renunciations
Not applicable.

Appendix 3B Page 5

+ See chapter 19 for defined terms.

Appendix 3B
New issue announcement

20 Names of any underwriters Not applicable.
21 Amount of any underwriting fee
or commission
Not applicable.
22 Names of any brokers to the
issue
Not applicable.
23 Fee or commission payable to the
broker to the issue
Not applicable.
24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
Not applicable.
25 If the issue is contingent on
security holders' approval, the
date of the meeting
Not applicable.
26 Date entitlement and acceptance
form and offer documents will be
sent to persons entitled
Not applicable.
27 If the entity has issued options,
and the terms entitle option
holders
participate
to
on
exercise, the date on which
notices will be sent to option
holders
Not applicable.
28 Date rights trading will begin (if
applicable)
Not applicable.
29 Date rights trading will end (if Not applicable.
applicable)
30 How do security holders sell
their entitlements in full through
a broker?
Not applicable.
31 How do security holders sell part
of their entitlements through a
broker
and
accept
for the
balance?
Not applicable.

+ See chapter 19 for defined terms.

How do security holders dispose $32$ of their entitlements (except by sale through a broker)?

+Issue date 33

Not applicable.

Not applicable.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • Type of +securities 34 (tick one) $(a)$ *Securities described in Part 1 $(b)$ All other +securities
  • Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

  • If the 'securities are 'equity securities, the names of the 20 largest holders of the 35 additional *securities, and the number and percentage of additional *securities held by those holders
  • 36 If the 'securities are 'equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000 10,001 - 100,000 100,001 and over

37

A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38 Number of + securities for which
+ quotation is sought
Not applicable.
39 + Class of + securities for which
quotation is sought
Not applicable.
40 Do the + securities rank equally in
all respects from the + issue date
with an existing + class of quoted
*securities?
Not applicable.
If the additional + securities do not
rank equally, please state:
the date from which they do
the extent to which they
٠
participate
for
the
next
dividend, (in the case of a
trust, distribution) or interest
payment
• the extent to which they do
not rank equally, other than in
relation to the next dividend,
distribution
interest
Or
payment
41 Reason for request for quotation
now
Example: In the case of restricted securities, end
of restriction period
Not applicable.
(if issued upon conversion of
another + security, clearly identify
that other + security)
42 Number
and
+ class
$\sigma$ f
all
+ securities
quoted on
ASX
(including the + securities in clause
38)
Number
Not applicable.
+ Class
Not applicable.

+ See chapter 19 for defined terms.

Quotation agreement

  • $\mathbf{1}$ +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
  • We warrant the following to ASX. $\overline{\mathbf{2}}$
  • The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those *securities should not be granted *quotation.
  • An offer of the 'securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any 'securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
  • If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
  • We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{\mathbf{3}}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
  • We give ASX the information and documents required by this form. If any $\overline{4}$ information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign here: (Director/Company secretary) Date: 26 June 2018

==

Print name:

Richard Hill

+ See chapter 19 for defined terms.

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placement
capacity is calculated
Add the following:
Number of fully paid +ordinary securities
issued in that 12 month period under an
exception in rule 7.2
Number of fully paid +ordinary securities
issued in that 12 month period with
shareholder approval
75,505,314
Number of partly paid +ordinary
$\bullet$
securities that became fully paid in that
12 month period
Note:
Include only ordinary securities here -
other classes of equity securities cannot
be added
$\bullet$
Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid +ordinary
securities cancelled during that 12 month
period
Nil
"А" 75,505,315

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B" 0.15
[Note: this value cannot be changed]
Multiply "A" by 0.15 11,325,797
Step 3: Calculate "C", the amount of placement capacity under rule
7.1 that has already been used
Insert number of + equity securities issued
or agreed to be issued in that 12 month
period not counting those issued:
1,670,000 15 June 2018
Under an exception in rule 7.2
Under rule 7.1A
With security holder approval under rule
7.1 or rule 7.4
Note:
This applies to equity securities, unless
specifically excluded - not just ordinary
securities
Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
It may be useful to set out issues of
securities on different dates as separate
line items
"C" 1,670,000
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining
placement capacity under rule 7.1
"A" x 0.15 11,325,797
Note: number must be same as shown in
Step 2
Subtract "C" 1,670,000
Note: number must be same as shown in
Step 3
Total ["A" $\times$ 0.15] - "C" 9,655,797
[Note: this is the remaining placement
capacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A - Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement
capacity is calculated
Not applicable.
0.10
Note: this value cannot be changed
Step 3: Calculate "E", the amount of placement capacity under rule

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining
placement capacity under rule 7.1A
"A" $\times$ 0.10
Note: number must be same as shown in
Step 2
Subtract "E"
Note: number must be same as shown in
Step 3
Total ["A" $\times$ 0.10] – "E"
Note: this is the remaining placement
capacity under rule 7.1A

$\tilde{Q}_n$

+ See chapter 19 for defined terms.

$\mathsf{r}$