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STAR COMBO PHARMA LIMITED Share Issue/Capital Change 2018

May 13, 2018

65746_rns_2018-05-13_e20aebde-08f0-4fcd-9592-77ec497c1b74.pdf

Share Issue/Capital Change

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STAR COMBO PHARMA LTD ABN 38 6157 283 75 171 -177 Woodpark Rd Smithfield NSW 2164 P: +61 2 9756 6555 [email protected]

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10 May 2018

Star Combo Pharma Limited - Pre-Quotation Disclosure

The following information is required to be provided to ASX Limited ( ASX ) in connection with the admission to the official list and quotation of the fully paid ordinary shares ( Shares ) in Star Combo Pharma Limited ( Company ).

Capitalised terms which have not been otherwise defined in this document have the meaning given to them in the replacement prospectus dated 23 February 2018 ( Prospectus ) as varied by the supplementary prospectus dated 1 May 2018 ( Supplementary Prospectus ).

Issue of shares

The Company confirms the close of the Offer under the Replacement Prospectus dated 23 February 2018 as varied by the Supplementary Prospectus, and the completion of the issue of:

  • (a) 11,600,000 ordinary shares each fully paid to new shareholders under the Offer at an issue price of $0.50 per share;

  • (b) 2,526,315 ordinary shares each fully paid to Richlink Capital Pty Ltd at an issue price of $0.475 per share;

  • (c) 179,000 ordinary shares each fully paid to DFK Richard Hill and its nominees;

  • (d) 100,000 ordinary shares each fully paid to the Terry White Group (as defined in the Prospectus); and

  • (e) 100,000 ordinary shares each fully paid to Ovina Biopharmaceuticals Pty Ltd.

Voluntary escrow arrangements

Set out below is the number of Shares subject to voluntary escrow arrangements and the escrow period applied to those Shares:

Name of shareholder Number of Sharespost-IPO Number of Sharesheld in escrow Escrow period
Star Zhang 38,165,510 38,165,510 24 months from Listing
Su Zhang 11,448,980 11,448,980 24 months from Listing
Huilin Lu 385,510 385,510 24 months from Listing
OvinaBiopharmaceuticals 100,000 100,000 12 months from Listing

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STAR COMBO PHARMA LTD ABN 38 6157 283 75 171 -177 Woodpark Rd Smithfield NSW 2164 P: +61 2 9756 6555 [email protected]

Pty Ltd

The Shares held by a shareholder set out above are subject to voluntary escrow ( Voluntarily Escrowed Shareholders ) and will be permitted an early release from the escrow obligations in certain circumstances including:

  • (a) to enable the Voluntarily Escrowed Shareholder to accept an offer under a takeover bid in relation to its Shares if at least half of the holders of the Shares which are the subject of the bid that are not held by the Voluntarily Escrowed Shareholders have accepted the takeover bid and the bid becomes unconditional;

  • (b) in the case of a corporate holder, to allow a corporate restructure or reorganization to occur, or to allow a transfer to a related entity, provided the transferee of the escrowed Shares executes a voluntary escrow deed in similar form for the remainder of the escrow period; and

  • (c) to allow the Voluntarily Escrowed Shareholder to deal in the Shares to the extent the dealing is required by applicable law (including an order of a court of competent jurisdiction).

Voluntary Escrowed Shareholders may deal with the Voluntary Escrow Shares and exercising rights attaching to, or afforded to the Voluntary Escrowed Shareholders by:

  • (a) exercising any voting rights attaching to the Voluntary Escrow Shares;

  • (b) receiving or being entitled to any dividend, return of capital or other distribution attaching to the Shares; and

  • (c) receiving or participating in any right or bonus issue in connection with the Shares.

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