Australia Sunny Glass : Refresh supplementary prospectus to re-open the public offer of up to 21,428,571 at an offer price of $0.35 each to raise up to $7.5 million before costs

REFRESH SUPPLEMENTARY PROSPECTUS

Australia Sunny Glass Group Limited (ACN 632 790 660)

1. Introduction

This refresh supplementary prospectus (Refresh Supplementary Prospectus) is issued by Australia Sunny Glass Group Limited (ACN 632 790 660) (Company) and dated 8 August 2022. It was lodged with the Australian Securities & Investments Commission (ASIC) on that date.

This Refresh Supplementary Prospectus supplements, and is intended to be read with, the prospectus issued by the Company for its public offer dated 16 May 2022 (Prospectus). The contents of the Prospectus remain unchanged, other than as set out in this Refresh Supplementary Prospectus.

This Refresh Supplementary Prospectus will be issued with the Prospectus and can be downloaded from the Company's website at https://asgg.com.au/. The Company will send a copy of this Refresh Supplementary Prospectus to all Applicants who applied for Shares under the Prospectus.

This Refresh Supplementary Prospectus is an important document and should be read in its entirety, together with the contents of the Prospectus. If you are in any doubt as to the contents of this document, you should consult your professional advisers without delay.

Neither ASIC nor ASX Limited ACN 008 624 691 (including financial market operated by it known as the Australian Securities Exchange) (ASX) takes responsibility for the contents of this Refresh Supplementary Prospectus or the investment to which it relates.

Except where defined in this Refresh Supplementary Prospectus or inconsistent with the context, terms defined in the Prospectus have the same meanings when used in this Refresh Supplementary Prospectus.

2. Refresh Document

This Refresh Supplementary Prospectus is a "refresh document" as defined in section 724(3H) of the Corporations Act 2001 (Cth) (Corporations Act), as inserted by ASIC Corporations (Minimum Subscription and Quotation Conditions) Instrument 2016/70 (Instrument). It has been lodged with ASIC in accordance with section 724(3G) of the Corporations Act (as inserted by the Instrument).

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3. Purpose

The purpose of this Refresh Supplementary Prospectus is to:

• re-openthe Offer and extend the Closing Date to 8 September 2022, being 1 month from the date of this Refresh Supplementary Prospectus;
• provide specific information as required by the Instrument; and
• refresh the period in which the Company's Shares must be admitted to quotation on ASX under section 723(3) of the Corporations Act:
  o from 3 months from the date of the Prospectus;
  o to 3 months from the date of this Refresh Supplementary Prospectus,
  in accordance with section 724(3G)(d) of the Corporations Act (as inserted by the Instrument).

4. Quotation Condition

Under to section 723(3) of the Corporations Act, where a disclosure document (such as a prospectus) states or implies that the securities will be quoted on a financial market (such as the ASX) and:

• an application for quotation is not made within 7 days of the date of the disclosure document; or
• the securities are not admitted to quotation within 3 months after the date of the disclosure document,

then:

• an issue or transfer of securities in response to an application made under the disclosure document is void; and
• the person offering the securities must return the money received by the person from the applicants as soon as possible.

Among other things, the Instrument varies the Corporations Act to allow issuers of disclosure documents to refresh the 3 month period within which securities must be quoted under section 723(3) of the Corporations Act, so that the period is calculated from the date that a 'refresh document' (e.g. this Refresh Supplementary Prospectus) is lodged with ASIC.

The Instrument imposes several conditions on the content of the refresh document and its issuer. This Refresh Supplementary Prospectus is intended to satisfy those conditions.

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5. Specific Information

Application for quotation

The Company made an application to ASX for quotation of its Shares on 19 May 2022. The application was made within 7 days of the date of the Prospectus, in accordance with section 723(3) of the Corporations Act.

Quotation condition

As at the date of this Refresh Supplementary Prospectus, the Shares have not been admitted to quotation by ASX. Quotation of the Company's Shares on ASX remains subject to the Company satisfying the admission requirements in Chapter 1 of the Listing Rules.

Upon lodgement of this Refresh Supplementary Prospectus, and subject only to the lodgement of any future refresh document, the quotation condition in section 723(3) of the Corporations Act must be satisfied by 8 November 2022, being 3 months after the date of this Refresh Supplementary Prospectus.

ASX admission and quotation of Shares

On 5 August 2022, ASX advised the Company that it would admit the Company to the Official List of ASX and to quote its securities, subject to satisfaction of various conditions.

The table below sets out a summary of the admission conditions and the status of each, as at the date of this Refresh Supplementary Prospectus.

	Condition			Status
	Admission conditions
	Close of the Offer and complete of the issue of a minimum		Pending
	of 14,285,714 and up to 21,428,571 Shares at an issue
	price of $0.35 per share.
	Confirmation in a form acceptable to ASX that the		Pending
	Company has received cleared funds for the complete
	amount of the issue price of every Share issued to every
	successful Applicant under the Offer.
	ASX being satisfied that the Company has an appropriate		Pending
	spread of shareholders and in any case that there are at
	least 300 'non-affiliated security holders' (as defined in the
	ASX Listing Rules), each having a parcel of Shares that are
	not 'restricted securities' or subject to voluntary escrow with
	a value of at least $2,000.
	ASX being satisfied that the Company has a 'free float' (as		Pending
	defined in the ASX Listing Rules) of at least 20%.
	Provisions of copies of restriction deeds entered into by the		Pending
	Company with the holders of restricted securities.
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Provisions of a written undertaking to ASX provided by a	Pending
bank, recognised trustee or the provider of registry services
in relation to the restricted securities of the Company
pursuant to ASX Listing Rules 9.1(f) and/or 9.1(h).
Confirmation that the Company has been removed from the	Pending
Official List of NSX.
Quotation conditions
Confirmation that the following have been despatched:	Pending
•	in relation to all holdings on the CHESS sub-register,
	a notice from the Company under ASX Settlement
	Operating Rule 8.9.1;
•	in relation to all other holdings, issuer sponsored
	holding statements; and
•	any refund of Application Moneys.
The Company's Appendix 1A (Listing Application) and	Pending
Information Form and Checklist, in a form suitable for
release on the ASX market announcements platform.
The Prospectus, in a form suitable for release on the ASX	Provided to ASX with the
market announcements platform.	Company's Listing Application
A copy of the Company's Constitution, in a form suitable for	Provided to ASX with the
release on the ASX market announcements platform.	Company's Listing Application
A copy of the following, in a form suitable for release on the	Provided to ASX with the
ASX market announcements platform:	Company's Listing Application
•	the Company's audited financial statements for the
	financial years ended 30 June 2020 and 30 June
	2021; and
•	the Company's reviewed financial statements for the
	half financial year ended 31 December 2021.
An updated pro-forma statement of financial position based	Pending
on the actual funds raised under the Offer, in a form
suitable for release on the ASX market announcements
platform.
A copy of the Company's Securities Trading Policy, in a	Provided to ASX with the
form suitable for release on the ASX market	Company's Listing Application
announcements platform
A distribution schedule of the Shareholders, setting out the	Pending
number and percentage of each Shareholder as set out in
the Appendix 1A and Information Form and Checklist, in a
form suitable for release on the ASX market
announcements platform.
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A statement setting out the names of the 20 largest	Pending
Shareholders, including the number and percentage of
each class of securities held by those Shareholders, in a
form suitable for release on the ASX market
announcements platform.
An updated statement of commitments/use of funds based	Pending
on the actual funds raised under the Offer, in a form
suitable for release on the ASX market announcements
platform.
A statement setting out the number of securities classified	Pending
as 'restricted securities' under the ASX Listing Rules and
the relevant restriction period applied to those securities, in
a form suitable for release on the ASX market
announcements platform.
A statement setting out the Company's capital structure, in	Pending
a form suitable for release on the ASX market
announcements platform.
Restriction deeds be provided for the holders of securities	Pending
classified by ASX as 'restricted securities'.

Applications received

As at the date of this Refresh Supplementary Prospectus, the Company has received Applications for 14,285,714 Shares, totalling $5,061,808 in Application Moneys.

The Company has not issued any Shares pursuant to the Prospectus.

6. Withdrawal Rights

Any Applicant who, prior to the date of this Refresh Supplementary Prospectus, has lodged an Application for Shares (Existing Applicants) will receive a copy of this Refresh Supplementary Prospectus.

All Existing Applicants have 1 month from the date of this Refresh Supplementary Prospectus to withdraw their Application and be repaid all Application Moneys.

Any repayment of Application Moneys made by the Company pursuant to an Existing Applicant exercising their right to withdraw their Application will be made in full without interest.

An Existing Applicant who wishes to withdraw their Application and obtain a refund of Application Moneys must submit a written request to the Company at the address set out below so that it is received within 1 month of the date of this Refresh Supplementary Prospectus(i.e. by close of business on 8 September 2022) (Withdrawal Period).

To:Australia Sunny Glass Group Limited

Subject: Prospectus Withdrawal Request

By email: [e-mail]

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