XENITRA LIMITED — AGM Information 2021

Feb 9, 2021

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10 February 2021

Notice of Extraordinary General Meeting and Proxy Form

Sydney, Australia – Aumake Limited ( ASX: AUK , Aumake, or the Company ), attaches in relation to its General Meeting, the following documents:

• Notice of Extraordinary General Meeting; and

• Proxy Form

ENDS

This announcement has been authorised for release by the Board of Aumake Limited.

Corporate Investor Enquiries Media Enquiries Keong Chan Craig Sainsbury Tristan Everett Executive Chairman Market Eye Market Eye T: +61 2 8330 8844 M: 0428 550 499 M: 0403 789 096 keong.chan@Aumake.com.au craig.sainsbury@marketeye.com.au Tristan.everett@marketeye.com.au

About Aumake Limited

Aumake Limited (ASX:AUK) operates an online platform that directly connects Asian influencers with highquality and authentic Australian brands. It offers the best possible prices, end-to-end customer service and a comprehensive product range – all on one integrated platform. Aumake also operates physical stores, located in key precincts on Australia’s east coast and in New Zealand, delivering a fully integrated online and in-store shopping experience for Asian consumers.

Aumake Limited ABN 79 150 110 017 T +61 2 8330 8844 | Suite 1.01, 22–36 Mountain Street, Ultimo, NSW 2007, Australia

AUMAKE LIMITED ACN 150 110 017 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 1:00pm (AEDT) DATE : Friday 12 March 2021 PLACE : As a Virtual Meeting:

https://web.lumiagm.com/342507156

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

This Notice of Meeting 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 10 March 2021.

VENUE AND VOTING INFORMATION

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 1:00 pm (AEDT) on Friday 12 March 2021 as a virtual meeting.

Shareholders will be able to attend and participate in the Virtual Meeting (which will be broadcast as a live webinar):

(a) From their computer, by entering the URL into their browser: https://web.lumiagm.com/342507156 (b) From their mobile device by entering the URL in their browser: https://web.lumiagm.com/342507156

Shareholders will be able to vote and ask questions at the virtual meeting. Shareholders are also encouraged to submit questions in advance of the Meeting to the Company. Questions must be submitted in writing to David Franks, Company Secretary at david.franks@automicgroup.com.au at least 5 business days before the Meeting.

Your vote is important

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

Voting virtually at the Meeting

A shareholder entitled to attend and vote at the Meeting may vote by:

• (a) attending the Meeting virtually; or

• (b) appointing a proxy, attorney or in the case of a corporate shareholder, a corporate representative, to vote at this Meeting on their behalf.

Online voting procedures during the Meeting

If you choose to participate in the Meeting online or through the app, you can log in to the meeting by entering:

1. The meeting ID, which is 342507156.

2. Your username, which is your HIN or SRN (located on any recent statement or documentation).

3. Your password, which is the postcode registered to your holding if you are an Australian shareholder. Overseas shareholders should refer to the user guide for their password details.

4. If you have been nominated as a third party proxy, please contact Computershare Investor Services on +61 3 9415 4024.

Attending the meeting online enables shareholders to view the Meeting live and to also ask questions and cast direct votes at the appropriate times whilst the meeting is in progress.

More information regarding participating in the Meeting online can be found in the Online Meeting User Guide which has been attached to this Notice of Meeting.

Voting by proxy

To vote by proxy, please use one of the following methods:

Online	Lodge the Proxy Form online at www.investorvote.com.au and follow the prompts. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and the control number as shown on the front of the Proxy Form.
By mobile	Scan the QR Code on your Proxy Form and follow the prompts.
By facsimile	1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia)
By post	Computershare Investor Services Pty Ltd, GPO Box 242, Melbourne Victoria 3001

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Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should provide the Share Registry with adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

Asking Questions

We encourage you to submit questions in advance of the Meeting on any matter that may be relevant to the Meeting. You can do this by logging onto www.investorcentre.com, select ‘Voting’ then click ‘Ask a Question’, or alternatively by sending your question to the Company Secretary by email to david.franks@automicgroup.com.au.

To allow time to collate questions and prepare answers, you must submit any questions at least 5 days before the Meeting.

Questions will be collated and, during the Meeting, the Chair of the Meeting will seek to address as many of the more frequently raised topics as possible. However, there may not be sufficient time available at the Meeting to address all topics raised. Please note that individual responses will not be sent to shareholders.

Shareholders and proxy holders will also have the ability to listen to the discussion at the Meeting and ask questions during the Meeting via the online meeting platform.

Technical difficulties

Technical difficulties may arise during the course of the General Meeting. The Chair has discretion as to whether and how the Meeting should proceed in the event that a technical difficulty arises. In exercising his discretion, the Chair will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected. Where he considers it appropriate, the Chair may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a proxy not later than 48 hours before the commencement of the Meeting.

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BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES - LISTING RULE 7.1

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 59,864,548 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF TRANCHE 1 PLACEMENT SHARES - LISTING RULE 7.1A

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 41,885,451 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

3. RESOLUTION 3 – APPROVAL TO ISSUE SHARES UNDER TRANCHE 2 OF THE 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 ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 2,416,667 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

4. RESOLUTION 4 – APPROVAL TO ISSUE FREE ATTACHING OPTIONS UNDER THE PLACEMENT

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

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 52,083,335 Placement Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

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5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES ISSUED IN CONSIDERATION FOR JUMBUCK ACQUISITION

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 2,325,581 Shares to Ms Kemei Bai in consideration for the Jumbuck Acquisition on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

6. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF LOYALTY OPTIONS ISSUED TO FORMER STAFF

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 400,000 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

7. RESOLUTION 7 – DIRECTOR PARTICIPATION IN PLACEMENT - MR QUENTIN FLANNERY

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 up to 8,333,333 Shares and 4,166,666 Options to Mr Quentin Flannery (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

8. RESOLUTION 8 – DIRECTOR PARTICIPATION IN PLACEMENT - MR KEONG CHAN

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 up to 1,666,667 Shares and 833,333 Options to Mr Keong Chan (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

9. RESOLUTION 9 – DIRECTOR PARTICIPATION IN PLACEMENT - MR JACKY YANG

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

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“That, for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 1,666,667 Shares and 833,333 Options to Mr Jacky Yang (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

10. RESOLUTION 10 – DIRECTOR PARTICIPATION IN PLACEMENT – MR JIAHUA (JOSHUA) ZHOU

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 up to 833,333 Shares and 416,666 Options to Mr Jiahua (Joshua) Zhou (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

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Voting Exclusion Statements

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

Resolution 1 – Ratification of Prior Issue of Tranche 1 Placement Shares - Listing Rule 7.1	A person who participated in the issue under Listing Rule 7.1 or is a counterparty to the agreement being approved (namely the applicable Tranche 1 Participants) or an associate of that person or those persons.
Resolution 2 – Ratification of Prior Issue of Tranche 1 Placement Shares - Listing Rule 7.1A	A person who participated in the issue under Listing Rule 7.1A or is a counterparty to the agreement being approved (namely the applicable Tranche 1 Participants) or an associate of that person or those persons.
Resolution 3 – Approval to Issue Shares under Tranche 2 of the Placement	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely the Tranche 2 Participants or an associate of that person (or those persons).
Resolution 4 – Approval to Issue Free Attaching Options	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely, the Placement Participants) or an associate of that person (or those persons).
Resolution 5 – Ratification of Prior Issue of Placement Shares Issued in Consideration for Jumbuck Acquisition	A person who participated in the issue or is a counterparty to the agreement being approved (namely, Ms Kemei Bai) or an associate of that person or those persons.
Resolution 6 – Ratification of Prior Issue of Loyalty Options Issued to Former Staff	A person who participated in the issue or is a counterparty to the agreement being approved (namely, Ms Lifang Chen and Ms Mingming Zhang) or an associate of that person or those persons.
Resolution 7 – Director Participation in Placement – Quentin Flannery	Mr Quentin Flannery (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 8 – Director Participation in Placement – Keong Chan	Mr Keong Chan (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 9 – Director Participation in Placement – Jacky Yang	Mr Jacky Yang (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 10 – Director Participation in Placement – Jiahua (Joshua) Zhou	Mr Jiahua (Joshua) Zhou (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

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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.

BY ORDER OF THE BOARD

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David Franks Company Secretary 10 February 2021

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EXPLANATORY STATEMENT

1. BACKGROUND TO THE PLACEMENT

1.1 Background

On 23 December 2020, the Company announced that it had secured firm commitments from sophisticated and professional investors to subscribe for a total of 116,666,667 Shares at an issue price of $0.06 per Share ( Placement Shares ) to raise up to $7,000,000 (before costs) ( Placement ).

On 7 January 2021, the Company issued 101,749,999 Shares under Tranche 1 of the Placement, comprising 59,864,548 Shares under its Listing Rule 7.1 placement capacity (the subject of Resolution 1) and 41,885,451 Shares under its Listing Rule 7.1A placement capacity (the subject of Resolution 2).

The balance of the Placement (comprising 14,916,667 Shares) will be issued subject to the receipt of Shareholder approval, being 2,416,667 Shares to nonrelated parties (the subject of Resolution 3) and 12,500,000 Shares to related party Directors (the subject of Resolutions 7 to 10 inclusive).

Subject to Shareholder approval (the subject of Resolution 4), each non-related participant in the Placement will also receive one free attaching quoted option for every two Shares subscribed for under the Placement, exercisable at $0.14 within 3 years of the date of the date of issue, and otherwise on the terms and conditions set out in Schedule 1 ( Placement Options ). Likewise, each related party director (the subject of Resolutions 7 to 10 inclusive) will receive Placement Options.

1.2 Director Participation in the Placement

The Directors intend to participate in the Placement on the same terms as the unrelated placement participants as follows:

• (a) Mr Quentin Flannery will be issued up to 8,333,333 Shares and 4,166,666 Options under Tranche 2 of the Placement to raise $500,000 (subject to Shareholder approval sought pursuant to Resolution 7);

• (b) Mr Keong Chan will be issued up to 1,666,667 Shares and 833,333 Options under Tranche 2 of the Placement to raise $100,000 (subject to Shareholder approval sought pursuant to Resolution 8);

• (c) Mr Jacky Yang will be issued up to 1,666,667 Shares and 833,333 Options under Tranche 2 of the Placement to raise $100,000 (subject to Shareholder approval sought pursuant to Resolution 9); and

• (d) Mr Jiahua (Joshua) Zhou will be issued up to 833,333 Shares and 416,666 Options under Tranche 2 of the Placement to raise $50,000 (subject to Shareholder approval sought pursuant to Resolution 10),

(together, the Proposed Director Participation ).

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1.3 Use of Funds

The funds raised under the Placement will be applied towards:

• (a) promotion and marketing of the Company’s new online platform in Asia to drive new active user growth and GMV;

• (b) continued technology build-out of the Company’s social e-commerce platform, including peer-to-peer review, short-form video, gamification and group buying capability;

• (c) launch of new brand marketing campaigns in Asia;

• (d) refurbishment and launch of the Company’s flagship Town Hall concept store in Sydney; and

• (e) corporate purposes, including general working capital,

(together, the Placement Funding Purposes ).

Prenzler Group Pty Ltd (ACN 621 100 730) ( Prenzler Group ) acted as lead manager to the Placement and will receive a fee of up to 6% of the amount raised under the Placement in consideration for their services.

Further details in respect of the Placement are available in the announcement released on the Company’s ASX platform on 23 December 2020.

2. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF SHARES – LISTING RULE 7.1 AND LISTING RULE 7.1A

2.1 General

Resolutions 1 and 2 seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of a total of 101,749,999 Shares issued under Tranche 1 of the Placement (as detailed further in Section 1.1 above).

2.2

Listing Rule 7.1 and 7.1A

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.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 30 November 2020.

The issue of the Shares under Tranche 1 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 25% limit in Listing Rule 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder

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approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the Tranche 1 Shares.

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 of the Tranche 1 Shares.

Resolutions 1 and 2 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Shares under Tranche 1 of the Placement.

2.4

Technical information required by Listing Rule 14.1A

If Resolutions 1 and/or 2 are passed, the Shares (or the portion of the Shares pertaining to the Resolution that is passed) will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Shares (or the portion of the Shares pertaining to the Resolution that is passed).

If Resolutions 1 and/or 2 are not passed, the Shares (or the portion of the Shares pertaining to the Resolution that is not passed) will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Shares (or the portion of the Shares pertaining to the Resolution that is not passed).

2.5 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolutions 1 and 2:

• (a) the Tranche 1 Shares were issued to professional and sophisticated investors, including clients of Prenzler Group and professional and sophisticated investors identified by the Directors. The recipients were identified through a bookbuild process, which involved Prenzler Group and the Directors seeking expressions of interest to participate in the capital raising from non-related parties of the Company. None of the recipients are related parties of the Company;

• (b) a total of 101,749,999 Shares were issued on the following basis:

• (i) 59,864,548 Shares were issued pursuant to ASX Listing Rule 7.1 (ratification of which is sought under Resolution 1); and

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• (ii) 41,885,451 Shares were issued pursuant to ASX Listing Rule 7.1A (ratification of which is sought under Resolution 2);

• (c) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that:

• (i) 16,666,667 Shares (comprising 3.19% of the issued capital of the Company) were issued to Pan Woods Global Limited, British Virgin Islands; and

• (ii) 8,333,333 Shares (comprising 1.59% of the issued capital of the Company) were issued to CS Third Nominees Pty Ltd,

Other than the above named parties, the Company confirms that none of the recipients were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (d) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (e) the Shares were issued on 7 January 2021;

• (f) the issue price was $0.06 per Share under both the issue of Shares pursuant to Listing Rule 7.1 and Listing Rule 7.1A. The Company has not and will not receive any other consideration for the issue of the Tranche 1 Shares;

• (g) the purpose of the issue of the Tranche 1 Shares was to raise $6,105,000 (before costs) to be applied towards the Placement Funding Purposes set out in Section 1.3 above; and

• (h) the Tranche 1 Shares were not issued under an agreement.

3. RESOLUTION 3 – APPROVAL TO ISSUE SHARES UNDER TRANCHE 2 OF THE PLACEMENT

3.1 General

Resolution 3 seeks Shareholder approval for the issue of 2,416,667 Shares under Tranche 2 of the Placement (as detailed in section 1.1 above).

As summarised in Section 1.1 above, 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 proposed issue does not fall within any of the exceptions to Listing Rule 7.1 and would otherwise breach the 15% limit. It therefore requires the approval of Shareholders under Listing Rule 7.1.

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3.2 Technical information required by Listing Rule 14.1A

If Resolution 3 is passed, the Company will be able to proceed with the issue of the Shares. In addition, the issue of the Shares 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 Resolution 3 is not passed, the Company will not be able to proceed with the issue of the Shares, unless either of Resolutions 1 or 2 are passed and the Company’s placement capacity is refreshed.

3.3 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 3:

• (a) the Shares will be issued to professional and sophisticated investors who are clients of Prenzler Group. The recipients were identified through a bookbuild process, which involved Prenzler Group seeking expressions of interest to participate in the capital raising from non-related parties of the Company. None of the recipients are related parties of the Company;

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of Shares to be issued is 2,416,667. The Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Shares will occur on the same date;

• (e) the issue price of the Shares will be $0.06 per Share. The Company will not receive any other consideration for the issue of the Shares;

• (f) the purpose of the issue of the Shares is to raise $145,000, to be applied towards the Placement Funding Purposes as detailed in Section 1.3 above;

• (g) the Shares are not being issued under an agreement; and

• (h) the Shares are not being issued under, or to fund, a reverse takeover.

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4. RESOLUTION 4 – APPROVAL TO ISSUE FREE ATTACHING OPTIONS UNDER THE PLACEMENT

4.1 General

Resolution 4 seeks Shareholder approval for the issue of 52,083,335 Placement Options to participants in the Placement (as detailed in section 1.1 above).

As summarised in Section 1.1 above, 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 proposed issue does not fall within any of the exceptions to Listing Rule 7.1 and would otherwise breach the 15% limit. It therefore requires the approval of Shareholders under Listing Rule 7.1.

4.2 Technical information required by Listing Rule 14.1A

If Resolution 4 is passed, the Company will be able to proceed with the issue of the Placement Options. In addition, the issue of the Placement Options 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 Resolution 4 is not passed, the Company will not be able to proceed with the issue of the Placement Options.

4.3 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 4:

• (a) the Placement Options will be issued to the Placement Participants, who were/will be identified through a bookbuild process, which involves Prenzler Group seeking expressions of interest to participate in the capital raising from non-related parties of the Company. None of the recipients are related parties of the Company;

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of Placement Options to be issued is 52,083,335. The Placement Options will be issued on the terms and conditions set out in Schedule 1;

• (d) the Placement Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Placement Options will occur on the same date;

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• (e) the Placement Options are being issued for nil cash consideration, free attaching to Shares issued under the Placement (on a one for two basis);

• (f) the Placement Options are not being issued pursuant to an agreement; and

• (g) the Placement Options are not being issued under, or to fund, a reverse takeover.

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF SHARES ISSUED IN CONSIDERATION FOR JUMBUCK ACQUISITION

5.1 General

On 8 November 2017, the Company (through its wholly owned subsidiary ITM Corporation Limited (ACN 605 374 570) ( ITM )) entered into a share sale agreement ( Acquisition Agreement ) with Kemei Bai (the Seller ) and Jumbuck Australia Pty Ltd (ACN 161 916 936) ( Jumbuck ). Under the Acquisition Agreement, the Company agreed to acquire 100% of Jumbuck from the Seller, being the registered holder of 100% of the issued capital in Jumbuck (the Jumbuck Acquisition ).

Under the Acquisition Agreement:

• (a) Sale and purchase : the Seller agreed to sell all of its issued capital in Jumbuck to ITM in two stages as follows:

• (i) 49% of the Seller’s interest (representing 49% of the total issued capital) in Jumbuck, on 8 November 2017 (or another date as agreed between the parties) ( First Completion Date ); and

• (ii) 51% of the Seller’s interest (representing 51% of the total issued capital) in Jumbuck, on the date that the Company issues the Shares under the Placement (refer to the background in Section 1.1 of this Notice above) ( Second Completion Date );

• (b) Subscription Price: The subscription price means the 5-day volume weighted average price per Share calculated from either the First Completion Date (in respect of the issue of the Shares under (c)(ii)(A) below) or the Second Completion Date (in respect of the issue of the issue of Shares under (c)(ii)(B);

• (c) Consideration : in consideration for the sale of the Seller’s interest in Jumbuck, the Company agreed to pay/issue to the Seller:

• (i) a $200,000 cash payment; and

• (ii) a total of $250,000 worth of Shares in the Company, comprising:

  • (A) that amount of shares equivalent to $100,000 divided by the Subscription Price, to be issued on 8 November 2017; and

  • (B) that amount of shares equivalent to $150,000 divided by the Subscription Price (refer above), to be issued on the

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date that Shares in the Capital Raising (defined below) are issued (being the Shares the subject of this Resolution 5); and

• (d) Additional Payments : the Company also agreed to pay to the Seller:

• (i) a cash payment of $75,000, 7 days after the Second Completion Date; and

• (ii) a cash payment of $75,000, 28 days after the Second Completion Date.

The Acquisition Agreement contains terms and conditions considered otherwise standard for an agreement of this nature.

On 7 January 2021, the Company issued a total of 2,325,581 Shares, in satisfaction of the remaining consideration owed to the Seller pursuant to the Acquisition Agreement, as set out above ( Acquisition Shares ).

5.2 Listing Rule 7.1

As summarised in Section 2.2 above, 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 securities it had on issue at the start of that 12 month period.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 30 November 2020.

The issue of the Acquisition Shares 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 issue of the Acquisition Shares.

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 of the Acquisition Shares.

Resolution 5 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Acquisition Shares.

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5.3 Technical information required by Listing Rule 14.1A

If Resolution 5 is passed, the Acquisition Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Acquisition Shares.

If Resolution 5 is not passed, the Acquisition Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Acquisition Shares.

5.4 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 5:

• (a) the Acquisition Shares were issued to Ms Kemei Bai, being the Seller under the Acquisition Agreement to whom the Company agreed to issue the Acquisition Shares in consideration for the sale of 100% of the issued capital held by Ms Bai in Jumbuck;

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients (namely, Ms Bai) were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) 2,325,581 Acquisition Shares were issued and the Acquisition Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Acquisition Shares were issued on 7 January 2021;

• (e) the Acquisition Shares were issued at a nil issue price, in consideration for the acquisition by the Company of 49% of the total issued capital in Jumbuck from the Seller. The Company has not and will not receive any other consideration for the issue of the Acquisition Shares;

• (f) the purpose of the issue of the Acquisition Shares was to satisfy the Company’s obligations under the Acquisition Agreement and settle the outstanding consideration obligations under the Jumbuck Acquisition; and

• (g) the Acquisition Shares were issued pursuant to the Acquisition Agreement, a summary of which is set out above in Section 5.1.

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6. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF OPTIONS TO FORMER STAFF

6.1 General

On 4 December 2020, the Company issued 400,000 Options ( Loyalty Options ) to Ms Lifang Chen and Ms Mingming Zhang, who are previous employees of the Company ( Former Staff ). The Company issued the Loyalty Options to the Former Staff in consideration for services provided to the Company and to incentivise the Former Staff, who were ineligible to participate under the Company’s employee incentive plan.

As summarised in Section 2.2 above, 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 securities it had on issue at the start of that 12 month period.

Under Listing Rule 7.1A, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company obtained approval to increase its limit to 25% at the annual general meeting held on 30 November 2020.

The issue of the Loyalty Options 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 issue of the Loyalty Options.

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 of the Loyalty Options.

Resolution 6 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Loyalty Options.

6.2 Technical information required by Listing Rule 14.1A

If Resolution 6 is passed, the Loyalty Options 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 issue of the Loyalty Options.

If Resolution 6 is not passed, the Loyalty Options will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of

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equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Loyalty Options.

6.3 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 6:

• (a) The Loyalty Options were issued to the Former Staff (namely, Ms Lifang Chen and Ms Mingming Zhang) who are not related parties of the Company;

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) 400,000 Loyalty Options were issued and the Loyalty Options were issued on the terms and conditions set out in Schedule 2;

• (d) the Loyalty Options were issued on 4 December 2020;

• (e) the Loyalty Options were issued at a nil issue price, in consideration for services provided by the Former Staff. The Company has not and will not receive any other consideration for the issue of the Loyalty Options (other than in respect of funds received on exercise of the Loyalty Options);

• (f) the purpose of the issue of the Loyalty Options was to reward staff for the provision of services to the Company and to incentivise staff who are ineligible to participate under the Company’s employee incentive plan; and

• (g) the Loyalty Options were not issued under agreements.

7. RESOLUTIONS 7-10 - DIRECTOR PARTICIPATION IN PLACEMENT

7.1 General

As set out in Section 1.2 above, Directors Quentin Flannery, Keong Chan, Jacky Yang and Jiahua (Joshua) Zhou wish to participate in the Placement on the same terms as unrelated participants in the Placement ( Participation ).

Accordingly, Resolutions 7-10 seek Shareholder approval for the issue of up to a total of 12,500,000 Shares and 6,249,998 Options, to be issued as follows:

• (a) Mr Quentin Flannery – 8,333,333 Shares and 4,166,666 Options (being the subject of Resolution 7);

• (b) Mr Keong Chan – 1,666,667 Shares and 833,333 Options (being the subject of Resolution 8);

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• (c) Mr Jacky Yang – 1,666,667 Shares and 833,333 Options (being the subject of Resolution 9); and

• (d) Mr Jiahua (Joshua) Zhou – 833,333 Shares and 416,666 Options (being the subject of Resolution 10),

as a result of the Participation on the terms set out below.

7.2 Chapter 2E of the Corporations Act

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 Participation will result in the issue of Shares which constitutes giving a financial benefit and Messrs Flannery, Chan, Yang and Zhou are related parties of the Company by virtue of being Directors.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the Shares will be issued to Messrs Flannery, Chan, Yang and Zhou on the same terms as those Shares issued to non-related party participants in the Placement and as such the giving of the financial benefit is on arm’s length terms.

7.3 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,

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unless it obtains the approval of its shareholders.

The Participation 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.

Resolutions 7-10 seek Shareholder approval for the Participation under and for the purposes of Listing Rule 10.11.

7.4 Technical information required by Listing Rule 14.1A

If Resolutions 7-10 are passed, the Company will be able to proceed with the issue of the Shares and Options under the Participation 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 additional funds which will be used in the manner set out in Section 10.3 above. As approval pursuant to Listing Rule 7.1 is not required for the issue of the Shares in respect of the Participation (because approval is being obtained under Listing Rule 10.11), the issue of the Shares will not use up any of the Company’s 15% annual placement capacity.

If Resolutions 7-10 are not passed, the Company will not be able to proceed with the issue of the Shares and Options under the Participation (i.e. the Directors will not be entitled to participate in the Placement) and no further funds will be raised in respect of the Capital Raising.

7.5 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolutions 7-10:

• (a) the Shares and Options will be issued to:

• (i) Mr Quentin Flannery (or his nominee);

• (ii) Mr Keong Chan (or his nominee);

• (iii) Mr Jacky Yang (or his nominee); and

• (iv) Mr Jiahua (Joshua) Zhou (or his nominee),

all of whom fall within the category set out in Listing Rule 10.11.1, as all of the Directors are related parties of the Company by virtue of being Directors;

• (b) the maximum number of Shares and Options to be issued is 12,500,000 Shares and 6,249,998 Options, to be issued as follows:

• (i) 8,333,333 Shares and 4,166,666 Options to Mr Quentin Flannery (or his nominee);

(ii) 1,666,667 Shares and 833,333 Options to Mr Keong Chan (or his nominee);

• (iii) 1,666,667 Shares and 833,333 Options to Mr Jacky Yang (or his nominee); and

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• (iv) 833,333 Shares and 416,666 Options to Mr Jiahua (Joshua) Zhou (or his nominee);

• (c) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Options will be issued on the terms and conditions set out in Schedule 1 (being the same terms and conditions as those Options issued to other participants in the Placement);

• (e) the Shares and Options will be issued to the Directors no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Shares will be issued on the same date;

• (f) the issue price will be $0.06 per Share, being the same issue price as Shares issued to other participants in the Placement. The Company will not receive any other consideration for the issue of the Shares;

• (h) the Options are being issued for nil cash consideration, free attaching to Shares issued under the Placement (on a one for two basis);

• (g) the purpose of the issue of Shares under the Participation is to raise capital for the Placement Funding Purposes, as set out in Section 1.3 above;

• (h) the purpose of the issue of Options is to incentivise participants under the Placement, including the participating Directors;

• (i) the Shares and Options to be issued to the Directors are not intended to remunerate or incentivise the Directors;

• (j) the Shares and Options are not being issued under an agreement; and

• (k) voting exclusion statements are included in Resolutions 7-10 of the Notice.

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GLOSSARY

AEDT means Australian Eastern Daylight Time, as observed in Sydney, Australia.

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

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

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.

Company means Aumake Limited (ACN 150 110 017).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

General Meeting or Meeting means the General Meeting of the Company convened by this Notice of Meeting.

Notice or Notice of Meeting means this Notice of the General Meeting including the Explanatory Statement and Proxy Form.

Placement means the placement of Shares described in Section 1.1 of this Notice.

Placement Participants means participants in the Placement.

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.

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

Shareholder means a registered holder of a Share.

Tranche 1 Participants means participants under Tranche 1 of the Placement, as described in Section 1.1 of this Notice.

Tranche 2 Participants means participants under Tranche 2 of the Placement, as described in Section 1.1 of this Notice.

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SCHEDULE 1 – TERMS AND CONDITIONS OF PLACEMENT OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option is $0.14 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (AEDT) on the date which is three years after the date of issue of the Options ( Expiry Date ).

An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

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

(e) Notice of Exercise

The 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 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 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 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

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• (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 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 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 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 Options.

(k) Change in exercise price

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

(l) Transferability

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

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SCHEDULE 2 – TERMS AND CONDITIONS OF LOYALTY OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option is $0.20 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (AEDT) on 4 December 2024 ( Expiry Date ).

An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

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

(e) Notice of Exercise

The 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 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 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 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

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• (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 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 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 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 Options.

(k)

Adjustment for rights issues

In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of an Option, the Exercise Price of that Option will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

(l)

Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment):

• (i) the number of Shares or other securities which must be issued on the exercise of an Option will be increased by the number of Shares or other securities which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and

• (ii) no change will be made to the Exercise Price.

(m) Change in exercise price

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

• (n) Transferability

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

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Online meeting guide

Getting started

If you choose to participate online you will be able to view a live webcast of the meeting, ask the Directors questions online and submit your votes in real time. To participate online visit https://web.lumiagm.com on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please ensure your browser is compatible.

To log in, you must have the following information:

Meeting ID

• Australian residents Overseas Residents Appointed Proxies > Username > Username To receive your (SRN or HIN) and (SRN or HIN) and unique username and

• Password > Password (three-character password, please contact Computershare Investor

• (postcode of your country code) e.g. New Services on +61 3 9415

• registered address). Zealand - NZL; United 4024 during the online

• Kingdom - GBR; United States of America - USA; registration period which Canada - CAN. will open 1 hour before the start of the meeting.

Meeting ID as provided > Username in the Notice of Meeting. (SRN or HIN) and

A full list of country codes is provided at the end of this guide.

Participating at the meeting

• 1 To participate in the meetingyou will be 2 required to enter the unique 9-digit Meeting ID as provided in the Notice of Meeting.

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• To proceed into the meeting, you will need to read and accept the Terms & Conditions

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Icon descriptions

Voting icon, used to vote. Only visible when the Chair opens the poll.

Home page icon, displays meeting information. Questions icon, used to ask questions.

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The broadcast bar allows you to view and listen to the proceedings.

3 To register as a securityholder , select 'Securityholder or Proxy' and enter your SRN or HIN and Postcode or Country Code.

• 4 To register as a proxyholder , select 'Securityholder or Proxy' and you will need your username and password as provided by Computershare. In the ‘SRN or HIN’ field enter your username and in the ‘Postcode or Country Code’ field enter your password.

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5 and enter your name and email address. To register as a guest , select 'Guest'

• 6 Once logged in, you will see the home page, which displays the meeting title and name of the registered securityholder or nominated proxy.

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Icon descriptions

Voting icon, used to vote. Only visible when the Chair opens the poll.

Home page icon, displays meeting information.

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Questions icon, used to ask questions.

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The broadcast bar allows you to view and listen to the proceedings.

7 To view the webcast you must tap the broadcast arrow on your screen and press the play button. Toggle between the up and down arrow to switch between screens.

• 8 To ask a question tap on the question icon , type your question in the chat box at the bottom of the screen and select the send icon. Confirmation that your message has been received will appear.

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• 9 When the Chair declares the poll open:

A voting icon will appear on screen and the meeting resolutions will be displayed

• To vote, tap one of the voting options. Your response will be highlighted

• To change your vote, simply press a different option to override

The number of items you have voted on or are yet to vote on, is displayed at the top of the screen. Votes may be changed up to the time the Chair closes the poll.

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Icon descriptions

Voting icon, used to vote. Only visible when the Chair opens the poll.

Home page icon, displays meeting information.

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Questions icon, used to ask questions.

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The broadcast bar allows you to view and listen to the proceedings.

For Assistance

If you require assistance before or during the meeting please call +61 3 9415 4024

COUNTRY CODES

Select your country code from the list below and enter it into the ‘Postcode or Country Code’ field.

ABW	ARUBA	DEUGERMANY	KHM	CAMBODIA	PRKKOREA DEM PEOPLES	TJKTAJIKISTAN
AFG	AFGHANISTAN	DJIDJIBOUTI	KIR	KIRIBATI	REPUBLIC OF	TKLTOKELAU
AGO	ANGOLA	DMADOMINICA	KNA	ST KITTS AND NEVIS	PRTPORTUGAL	TKMTURKMENISTAN
AIA	ANGUILLA	DNKDENMARK	KOR	KOREA REPUBLIC OF	PRYPARAGUAY	TLSEAST TIMOR
ALA	ALAND ISLANDS	DOMDOMINICAN REPUBLIC	KWT	KUWAIT	PSEPALESTINIAN TERRITORY	DEMOCRATIC REP OF
ALB	ALBANIA	DZAALGERIA	LAO	LAO PDR	OCCUPIED	TMPEAST TIMOR
AND	ANDORRA	ECUECUADOR	LBN	LEBANON	PYFFRENCH POLYNESIA	TONTONGA
ANT	NETHERLANDS ANTILLES	EGYEGYPT	LBR	LIBERIA	QATQATARPL NEPAL	TTOTRINIDAD & TOBAGO
ARE	UNITED ARAB EMIRATES	ERIERITREA	LBY	LIBYAN ARAB	NRUNAURU	TKMTURKMENISTAN
ARG	ARGENTINA	ESHWESTERN SAHARA		JAMAHIRIYA	NZLNEW ZEALAND	TLSEAST TIMOR
ARM	ARMENIA	ESPSPAIN	LCA	ST LUCIA	OMNOMAN	DEMOCRATIC REP OF
ASM	AMERICAN SAMOA	ESTESTONIA	LIE	LIECHTENSTEIN	PAKPAKISTAN	TMPEAST TIMOR
ATA	ANTARCTICA	ETHETHIOPIA	LKA	SRI LANKA	PANPANAMA	TONTONGA
ATF	FRENCH SOUTHERN	FINFINLAND	LSO	LESOTHO	PCNPITCAIRN ISLANDS	TTOTRINIDAD & TOBAGO
	TERRITORIES	FJIFIJI	LTU	LITHUANIA	PERPERU	TZATANZANIA UNITED
ATG	ANTIGUA AND BARBUDA	FLKFALKLAND ISLANDS	LUX	LUXEMBOURG	PHLPHILIPPINES	REPUBLIC OF
AUS	AUSTRALIA	(MALVINAS)	LVA	LATVIA	PLWPALAU	UGAUGANDA
AUT	AUSTRIA	FRAFRANCE	MAC	MACAO	PNGPAPUA NEW GUINEA	UKRUKRAINE
AZE	AZERBAIJAN	FROFAROE ISLANDS	MAF	ST MARTIN	POLPOLAND	UMIUNITED STATES MINOR
BDI	BURUNDI	FSMMICRONESIA	MAR	MOROCCO	PRIPUERTO RICO	OUTLYING
BEL	BELGIUM	GABGABON	MCO	MONACO	PRKKOREA DEM PEOPLES	URYURUGUAY
BEN	BENIN	GBRUNITED KINGDOM	MDA	MOLDOVA REPUBLIC OF	REPUBLIC OF	USAUNITED STATES OF
BFA	BURKINA FASO	GEOGEORGIA	MDG	MADAGASCAR	PRTPORTUGAL	AMERICA
BGD	BANGLADESH	GGYGUERNSEY	MDV	MALDIVES	PRYPARAGUAY	UZBUZBEKISTAN
BGR	BULGARIA	GHAGHANA	MEX	MEXICO	PSEPALESTINIAN TERRITORY	VATHOLY SEE (VATICAN CITY
BHR	BAHRAIN	GIBGIBRALTAR	MHL	MARSHALL ISLANDS	OCCUPIED	STATE)
BHS	BAHAMAS	GINGUINEA	MKD	MACEDONIA FORMER	PYFFRENCH POLYNESIA	VCTST VINCENT & THE
BIH	BOSNIA & HERZEGOVINA	GLPGUADELOUPE		YUGOSLAV REP	QATQATAR	GRENADINES
BLM	ST BARTHELEMY	GMBGAMBIA	MLI	MALI	REUREUNION	VENVENEZUELA
BLR	BELARUS	GNBGUINEA-BISSAU	MLT	MALTA	ROUROMANIA	VGBBRITISH VIRGIN ISLANDS
BLZ	BELIZE	GNQEQUATORIAL GUINEA	MMR	MYANMAR	RUSRUSSIAN FEDERATION	VIRUS VIRGIN ISLANDS
BMU	BERMUDA	GRCGREECE	MNE	MONTENEGRO	RWARWANDA	VNMVIETNAM
BOL	BOLIVIA	GRDGRENADA	MNG	MONGOLIA	SAUSAUDI ARABIA KINGDOM	VUTVANUATU
BRA	BRAZIL	GRLGREENLAND	MNP	NORTHERN MARIANA	OF	WLFWALLIS AND FUTUNA
BRB	BARBADOS	GTMGUATEMALA		ISLANDS	SCGSERBIA AND	WSMSAMOA
BRN	BRUNEI DARUSSALAM	GUFFRENCH GUIANA	MOZ	MOZAMBIQUE	MONTENEGRO	YEMYEMEN
BTN	BHUTAN	GUMGUAM	MRT	MAURITANIA	SDNSUDAN	YMDYEMEN
BUR	BURMA	GUYGUYANA	MSR	MONTSERRAT	SENSENEGAL	DEMOCRATIC
BVT	BOUVET ISLAND	HKGHONG KONG	MTQ	MARTINIQUE	SGPSINGAPORE	YUGYUGOSLAVIA SOCIALIST
BWA	BOTSWANA	HMDHEARD AND MCDONALD	MUS	MAURITIUS	SGSSTH GEORGIA & STH	FED REP
BLR	BELARUS	ISLANDS	MWI	MALAWI	SANDWICH ISL	ZAFSOUTH AFRICA
CAF	CENTRAL AFRICAN	HNDHONDURAS	MYS	MALAYSIA	SHNST HELENA	ZARZAIRE
	REPUBLIC	HRVCROATIA	MYT	MAYOTTE	SJMSVALBARD & JAN MAYEN	ZMBZAMBIA
CAN	CANADA	HTIHAITI	NAM	NAMIBIA	SLBSOLOMON ISLANDS	ZWEZIMBABWE
CCK	COCOS (KEELING)	HUNHUNGARY	NCL	NEW CALEDONIA	SLESIERRA LEONE
	ISLANDS	IDNINDONESIA	NER	NIGER	SLVEL SALVADOR
CHE	SWITZERLAND	IMNISLE OF MAN	NFK	NORFOLK ISLAND	SMRSAN MARINO
CHL	CHILE	INDINDIA	NGA	NIGERIA	SOMSOMALIA
CHN	CHINA	IOTBRITISH INDIAN OCEAN	NIC	NICARAGUA	SPMST PIERRE AND
CIV	COTE D’IVOIRE	TERRITORY	NIU	NIUE	MIQUELON
CMR	CAMEROON	IRLIRELAND	NLD	NETHERLANDS	SRBSERBIA
COD	CONGO DEMOCRATIC	IRNIRAN ISLAMIC	NOR	NORWAY	STPSAO TOME AND
	REPUBLIC OF	REPUBLIC OF	PL	NEPAL	PRINCIPE
COG	CONGO PEOPLES	IRQIRAQ	NRU	NAURU	SURSURINAME
	REPUBLIC OF	ISLICELAND	NZL	NEW ZEALAND	SVKSLOVAKIA
COK	COOK ISLANDS COL	ISMBRITISH ISLES	OMN	OMAN	SVNSLOVENIA
	COLOMBIA	ISRISRAEL	PAK	PAKISTAN	SWESWEDEN
COM	COMOROS	ITAITALY	PAN	PANAMA	SWZSWAZILAND
CPV	CAPE VERDE	JAMJAMAICA	PCN	PITCAIRN ISLANDS	SYCSEYCHELLES
CRI	COSTA RICA	JEYJERSEY	PER	PERU	SYRSYRIAN ARAB REPUBLIC
CUB	CUBA	JORJORDAN	PHL	PHILIPPINES	TCATURKS AND CAICOS
CXR	CHRISTMAS ISLAND	JPNJAPAN	PLW	PALAU	ISLANDS
CYM	CAYMAN ISLANDS	KAZKAZAKHSTAN	PNG	PAPUA NEW GUINEA	TCDCHAD
CYP	CYPRUS	KENKENYA	POL	POLAND	TGOTOGO
CZE	CZECH REPUBLIC	KGZKYRGYZSTAN	PRI	PUERTO RICO	THATHAILAND

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Need assistance?

Phone:

Aumake Limited ABN 79 150 110 017

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

AUK

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 1:00 PM (AEDT) on Wednesday, 10 March 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

==> picture [47 x 49] intentionally omitted <==

Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

I ND

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



I 9999999999

Proxy Form

Step 1 Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

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XX
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I/We being a member/s of Aumake Limited hereby appoint

the Chairman OR of the Meeting

PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Aumake Limited to be held as a virtual meeting on Friday, 12 March 2021 at 1:00 PM (AEDT) and at any adjournment or postponement of that meeting.

Step 2 Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

For Against Abstain Director participation in Placement – Mr Jiahua (Joshua) Zhou

1 Ratification of prior issue of Tranche 1 Placement Shares - Listing Rule 7.1	1 Ratification of prior issue of Tranche 1 Placement Shares - Listing Rule 7.1	1 Ratification of prior issue of Tranche 1 Placement Shares - Listing Rule 7.1	1 Ratification of prior issue of Tranche 1 Placement Shares - Listing Rule 7.1	1 Ratification of prior issue of Tranche 1 Placement Shares - Listing Rule 7.1	1 Ratification of prior issue of Tranche 1 Placement Shares - Listing Rule 7.1	1 Ratification of prior issue of Tranche 1 Placement Shares - Listing Rule 7.1	10 Director participation in Placement – Mr Jiahua (Joshua) Zhou
2 Ratification of prior issue of Tranche 1 Placement Shares - Listing Rule 7.1A
3 Approval to issue Shares under Tranche 2 of the Placement
4 Approval to issue free attaching Options under the Placement
5 Ratification of prior issue of Placement Shares issued in consideration for Jumbuck acquisition
6 Ratification of prior issue of Loyalty Options issued to former staff
7 Director participation in Placement - Mr Quentin Flannery
8 Director participation in Placement - Mr Keong Chan
9 Director participation in Placement - Mr Jacky Yang

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

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Step 3 Signature of Securityholder(s)
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This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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A U K