General Announcement::Minutes of extraordinary general meeting held on 18 June 2021

SHEN YAO HOLDINGS LIMITED

(Registered in the Republic of Singapore)

(Company Registration Number: 202042117W)

MINUTES OF EXTRAORDINARY GENERAL MEETING

Minutes of the Extraordinary General Meeting of the Company held by way of electronic means on 18 June 2021, Friday at 10.00 A.M.

Present:	As per attendance list maintained by the Company

CHAIRMAN OF MEETING

In the absence of Mr Yao Liang, Chairman of the board of Directors, Mr Sun Shu (the "Chairman of Meeting" or "Mr Sun"), Lead Independent Director, called the extraordinary general meeting (the "Meeting") to order at 10.00 a.m., and welcomed the shareholders of the Company (the "Shareholders") and attendees present at the Meeting by way of electronic means.

The Chairman of Meeting requested Ms Chew Bee Leng ("Ms Chew"), the Company Secretary, to read the script of the Meeting on his behalf. Ms Chew informed that there was a quorum for the Meeting.

Ms Chew informed the Meeting that due to the pandemic, the Company was unable to host the Shareholders and attendees in person. Based on measures prescribed by the Singapore government to minimise the risk of COVID-19 infection in the community, the Meeting was convened and held in accordance with the guidance on safe distancing measures when conducting general meetings, issued by amongst others, the Singapore Exchange Securities Trading Limited ("SGX-ST").

Ms Chew recapped that the Company was also unable to allow the Shareholders to vote during the Meeting. Instead, the Shareholders who wished to exercise their votes would have submitted a proxy form appointing and directing the Chairman of Meeting to vote on their behalf. The proxy forms lodged by the Shareholders had been checked and found to be in order.

In addition, the Shareholders would not be able to ask questions at the Meeting during the live webcast or audio-onlytele-conferencing. Instead, Shareholders had been requested to submit their questions in advance of the Meeting. The Company has received questions that were relevant to the Meeting from some Shareholders. The Company has addressed and replied to most of the questions relating to the proposed resolutions and uploaded the questions and responses onto the Company's corporate website and via SGXNet on 15 June 2021. As such, the Meeting would not go through the questions and responses.

Ms Chew informed the Meeting that Mr Yao Liang, the Executive Chairman, had apologised for not being able to attend the Meeting due to exigency at a mine site. Ms Chew introduced the following Directors, joint-Company Secretary, key management personnel, and representatives from professional firms present at the Meeting:

21381680_3.doc

SHEN YAO HOLDINGS LIMITED

Minutes of Extraordinary General Meeting

Page 2

1. Mr Yao Yilun, Non-Executive,Non-Independent Director;
2. Mr Sun Shu, Lead Independent Director;
3. Mr Zhan Shu, Independent Director;
4. Mr Pang Kee Chai, Independent Director;
5. Mr Hsu Li Chuan, joint-Company Secretary;
6. Ms Zhou Ying, Deputy Chief Executive Officer and Financial Controller;
7. Ms Yao Jiajia, Head of Corporate Investments;
8. Ms Jessica Teo, Assistant Chief Executive Officer (Corporate Finance)
9. Ms Chua Shiu Jean, Senior Legal Counsel;
10. Mr Sun He, General Manager (Ironbark Mining Pty Ltd);
11. Audit Partner of Baker Tilly TFW LLP, the former auditors of the Company;
12. Audit Partner of Ernst & Young LLP, the incoming auditors of the Company;
13. Dentons Rodyk & Davidson LLP, the corporate secretarial agents of the Company;
14. W Capital Markets Pte. Ltd., the sponsor of the Company;
15. B.A.C.S. Private Limited, the Share Registrar of the Company, and Polling Agent; and
16. Finova BPO Pte. Ltd., the Scrutineers for the conduct of the poll for the proposed resolutions.

Ms Chew informed the Meeting of its purpose, and the details of the proposed resolution have been set out in the circular to shareholders dated 2 June 2021 published on the Company's website and SGXNet announcement. The notice convening the Meeting has also been published on the Company's website and SGXNet announcement within the required period, hence the notice was taken as read.

To accord due respect to the full voting rights of the Shareholders, the proposed resolutions tabled at the Meeting would be voted on by way of a poll as required under Rule 730A(2) of the Listing Manual Section B: Rules of Catalist of the SGX-ST. The Shareholders who wished to exercise their votes would have already directed the Chairman of Meeting to vote on all proposed resolutions prior to the Meeting. All the proposed resolutions were deemed to be duly proposed and seconded. The Company had appointed B.A.C.S. Private Limited (the "Polling Agent") and Finova BPO Pte Ltd (the "Scrutineers"), to act as polling agent and scrutineers respectively, for the conduct of the poll for the proposed resolutions. The Polling Agent had counted the proxy votes received as at the cut-off date on 15 June 2021 at 10.00 a.m., and the Scrutineers had verified the results of the proxy voting. The Meeting proceeded to business.

ORDINARY RESOLUTIONS

1. PROPOSED GRANT OF OPTIONS TO MR SUN SHU AS AN INTERESTED PERSON TRANSACTION

Ms Chew informed the Meeting that Resolution 1 was to deal with the proposed grant of options to Mr Sun Shu as an interested person transaction, and that the full text of the resolution was set out in the notice.

As the proposed resolution had been duly voted on by Shareholders through the submission of the proxy forms and based on the poll results, the following results of the poll were presented to Shareholders:

SHEN YAO HOLDINGS LIMITED

Minutes of Extraordinary General Meeting

Page 3

	No. of Shares	Percentage (%)
No. of votes in favour of the resolution	5,420,000,000	99.51
No. of votes against the resolution	26,630,000	0.49
Total no. of votes cast	5,446,630,000	100

The following resolution was passed: "RESOLVED that:

1. approval be and is hereby given for the allotment and issuance by the Company of an aggregate of 125,000,000 share options (the "Options to Mr Sun Shu") to Mr Sun Shu, with each Option carrying the right to subscribe for one (1) new Share (the "Option Shares to Mr Sun Shu") at the Exercise Price of S$0.0028 on and subject to the terms of the option agreement entered into with Mr Sun Shu, and which constitutes an interested person transaction under the Catalist Rules (the "Option Agreement with Mr Sun Shu");
2. the allotment and issue of an aggregate of 125,000,000 Option Shares upon the exercise of the Options to Mr Sun Shu shall be fully paid and shall rank pari passu in all respects with the then existing Shares except that such Option Shares to Mr Sun Shu shall not be entitled to any dividends, rights, allotments, distributions or other entitlements, the Record Date of which falls on or prior to the date of allotment of the Option Shares to Mr Sun Shu, and will be admitted to listing on the Catalist of the SGX-ST;
3. approval be and is hereby given for the issue of additional Options to Mr Sun Shu and/or the adjustment to the Exercise Price of the Options to Mr Sun Shu as may be required or permitted to be issued on and subject to the terms of the Option Agreement with Mr Sun Shu, whereby such additional Options to Mr Sun Shu shall rank pari passu in all respects with the existing Options to Mr Sun Shu and for all purposes form part of the same series;
4. approval be and is hereby given for the allotment and issue of such further Option Shares to Mr Sun Shu as may be required to be allotted and issued upon the exercise of any Options to Mr Sun Shu referred to in paragraph (c) of this resolution, whereby such further Option Shares shall rank pari passu in all respects with the then existing Shares except that such further Option Shares shall not be entitled to any dividends, rights, allotments, distributions or other entitlements, the Record Date of which falls on or prior to the date of allotment of the Option Shares, and will be admitted to listing on the Catalist of the SGX-ST;
5. the directors of the Company ("Directors") be and are hereby authorised to allot and issue the Option Shares and any further Option Shares to Mr Sun Shu pursuant to the terms of the Option Agreement with Mr Sun Shu; and
6. the Directors and each of them be and are hereby authorised to do all such acts and things and execute all such documents which they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the matters referred to in paragraphs (a) to (e) of this resolution, including but not limited to the Option Agreement with Mr Sun Shu, the transactions contemplated thereunder, the Proposed Grant of

SHEN YAO HOLDINGS LIMITED

Minutes of Extraordinary General Meeting

Page 4

Options to Mr Sun Shu and the allotment and issue of the Option Shares to Mr Sun Shu."

2.	PROPOSED GRANT OF OPTIONS TO MR ZHAN SHU AS AN INTERESTED PERSON
	TRANSACTION
	Ms Chew then proceeded to deal with Resolution 2 to deal with the proposed grant of
	options to Mr Zhan Shu as an interested person transaction, and informed that the full
	text of the resolution was set out in the notice.
	As the proposed resolution had been duly voted on by Shareholders through the
	submission of the proxy forms and based on the poll results, the following results of the
	poll were presented to Shareholders:
				No. of Shares	Percentage (%)
	No. of votes in favour of the resolution		5,420,000,000	99.51
	No. of votes against the resolution		26,630,000	0.49
	Total no. of votes cast		5,446,630,000	100
	The following resolution was passed:
	"RESOLVED that:
	(a)	approval be and is hereby given for the allotment and issuance by the
		Company of an aggregate of 100,000,000 share options (the "Options to Mr
		Zhan Shu") to Mr Zhan Shu, with each Option carrying the right to subscribe for
		one (1) new Share (the "Option Shares to Mr Zhan Shu") at the exercise price
		of S$0.0028 on and subject to the terms of the option agreement entered into
		with Mr Zhan Shu, and which constitutes an interested person transaction under
		the Catalist Rules (the "Option Agreement with Mr Zhan Shu");
	(b)	the allotment and issue of an aggregate of 100,000,000 Option Shares upon
		the exercise of the Options to Mr Zhan Shu shall be fully paid and shall rank
		pari passu in all respects with the then existing Shares except that such Option
		Shares to Mr Zhan Shu shall not be entitled to any dividends, rights, allotments,
		distributions or other entitlements, the Record Date of which falls on or prior to
		the date of allotment of the Option Shares to Mr Zhan Shu, and will be admitted
		to listing on the Catalist of the SGX-ST;
	(c)	approval be and is hereby given for the issue of additional Options to Mr
		Zhan Shu and/or the adjustment to the Exercise Price of the Options to Mr Zhan
		Shu as may be required or permitted to be issued on and subject to the terms of
		the Option Agreement with Mr Zhan Shu, whereby such additional Options to Mr
		Zhan Shu shall rank pari passu in all respects with the existing Options to Mr
		Zhan Shu and for all purposes form part of the same series;
	(d)	approval be and is hereby given for the allotment and issue of such further
		Option Shares to Mr Zhan Shu as may be required to be allotted and issued

upon the exercise of any Options to Mr Zhan Shu referred to in paragraph (c) of this resolution, whereby such further Option Shares shall rank pari passu in all respects with the then existing Shares except that such further Option Shares

SHEN YAO HOLDINGS LIMITED

Minutes of Extraordinary General Meeting

Page 5

		shall not be entitled to any dividends, rights, allotments, distributions or other
		entitlements, the Record Date of which falls on or prior to the date of allotment of
		the Option Shares, and will be admitted to listing on the Catalist of the SGX-ST;
	(e)	the Directors be and are hereby authorised to allot and issue the Option Shares
		and any further Option Shares to Mr Zhan Shu pursuant to the terms of the Option
		Agreement with Mr Zhan Shu; and
	(f)	the Directors and each of them be and are hereby authorised to do all such
		acts and things and execute all such documents which they consider necessary,
		desirable or expedient for the purpose of, or in connection with, the
		implementation of and giving effect to the matters referred to in paragraphs (a)
		to (e) of this resolution, including but not limited to the Option Agreement with Mr
		Zhan Shu, the transactions contemplated thereunder, the Proposed Grant
		of Options to Mr Zhan Shu and the allotment and issue of the Option Shares to
		Mr Zhan Shu."
3.	PROPOSED GRANT OF OPTIONS TO MR PANG KEE CHAI AS AN INTERESTED
	PERSON TRANSACTION
	Ms Chew proceeded to deal with Resolution 3 to deal with the proposed grant of options
	to Mr Pang Kee Chai as an interested person transaction, and informed that the full text
	of the resolution was set out in the notice.
	As the proposed resolution had been duly voted on by Shareholders through the
	submission of the proxy forms and based on the poll results, the following results of the
	poll were presented to Shareholders:
			No. of Shares	Percentage (%)
	No. of votes in favour of the resolution	5,420,000,000	99.51
	No. of votes against the resolution	26,630,000	0.49
	Total no. of votes cast	5,446,630,000	100
	The following resolution was passed:
	"RESOLVED that:
	(a)	approval be and is hereby given for the allotment and issuance by the
		Company of an aggregate of 100,000,000 share options (the "Options to Mr
		Pang Kee Chai") to Mr Pang Kee Chai, with each Option carrying the right to
		subscribe for one (1) new Share (the "Option Shares to Mr Pang Kee Chai") at
		the Exercise Price of S$0.0028 on and subject to the terms of the option
		agreement entered into with Mr Pang Kee Chai, and which constitutes an
		interested person transaction under the Catalist Rules (the "Option Agreement
		with Mr Pang Kee Chai");
	(b)	the allotment and issue of an aggregate of 100,000,000 Option Shares upon
		the exercise of the Options to Mr Pang Kee Chai shall be fully paid and shall

rank pari passu in all respects with the then existing Shares except that such Option Shares to Mr Pang Kee Chai shall not be entitled to any dividends, rights, allotments, distributions or other entitlements, the Record Date of which falls on