FATFISH GROUP LIMITED — Capital/Financing Update 2015

Jul 6, 2015

FATFISH INTERNET GROUP LTD

ABN 88 004 080 460

Replacement Prospectus

For the offer of up to 20,000 New Shares at an issue price of $0.19 per New Share to raise approximately $3,800 (before expenses).

This Prospectus has been prepared primarily for the purpose of section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Shares issued by the Company prior to the Closing Date.

This Prospectus is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act 2001 (Cth). This document is important. Carefully read this Prospectus in full and consult your licensed financial adviser, accountant, stockbroker, lawyer or other professional adviser if you are in any doubt as to what to do.

The Securities offered by this Prospectus should be considered highly speculative.

This is a replacement prospectus dated 7 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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Important Information

This Prospectus is an important document and requires your prompt attention. You should read it carefully. It is important that you consider the risk factors (see Sections 1.3 and 4) before deciding on your course of action as these could affect the financial performance of Fatfish Internet Group Ltd (ABN 88 004 080 460) ( FFG or the Company ).

Lodgement

This replacement prospectus is dated 7 July 2015 and a copy of this replacement prospectus was lodged with ASIC on that date. This replacement prospectus replaces a prospectus lodged with ASIC by the Company on 30 June 2015. For the purposes of this document, this replacement prospectus will be referred to as the " Prospectus ".

Neither ASX nor ASIC takes any responsibility for the contents of this Prospectus. The fact that the Company is admitted to the official list of the ASX and the fact that the New Shares may be granted official quotation by the ASX are not to be taken in any way as an indication of the merits of the Company or the New Shares offered under this Prospectus.

Expiry date

No New Share will be issued on the basis of this Prospectus later than 13 months after 30 June 2015. New Shares offered pursuant to this Prospectus will be issued on the Terms of the Offer.

Foreign jurisdictions – restrictions on distribution

The Offer is being made in Australia only. This Prospectus does not constitute an offer in any place which, or to any person whom, it would not be lawful to make such an offer. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus in such jurisdictions should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No action has been taken to register or qualify the New Shares or the Offer, or otherwise to permit a public offering of the New Shares, in any jurisdiction outside Australia. See Section 2.11 for further information.

The Shares have not been, and will not be, registered under the US Securities Act 1933 ( US Securities Act ) and may not be offered or sold in the United States of America, or to, or for the account or benefit of, "US Persons" (as defined in Rule 902 under the US Securities Act) except under an available exemption from registration under the US Securities Act. The Shares may only be resold or transferred in the United States of America, or to, or for the account or benefit of, US Persons if registered under the US Securities Act or pursuant to an exemption from registration under the US Securities Act and in compliance with state securities laws. The Company is under no obligation and has no intention to register any of the Shares in the United States of America.

Representations

No person is authorised to give any information or make any representations in connection with the Offer other than as contained in this Prospectus. Any information or representation in connection with the Offer not contained in this Prospectus is not, and may not be relied on as having been, authorised by the Company (or any of its officers).

Forward looking statements

This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, Directors and management.

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 4 of this Prospectus.

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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Disclaimer

This Prospectus contains general information only, and does not take into account the individual investment objectives, financial situation or particular needs of any person. Nothing in this Prospectus should be construed as a recommendation by the Company or any other person concerning an investment in the Company. You should read the entire Prospectus and, in particular, in considering the prospects for the Company, you should consider the risk factors that could affect the financial performance of the Company. You should carefully consider these factors in light of your personal circumstances (including financial and taxation issues), and if you are in any doubt as to what to do in relation to the Offer, you should seek professional advice from a licensed financial adviser, accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest in the Company.

Electronic Prospectus

This Prospectus may be viewed online at http://www.fatfish.co/. The website and its contents do not form part of this Prospectus and are not to be interpreted as part of, nor incorporated into, this Prospectus.

The Offer to which the electronic Prospectus relates is only available to investors receiving the electronic Prospectus in Australia (subject to Section 2.11). Investors having received a copy of this Prospectus in its electronic form in Australia may obtain a paper copy of the Prospectus (including any supplementary document and the Application Form) (free of charge) during the period of the Offer by contacting the Company.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus, or any of those documents were incomplete or altered.

Defined terms and Glossary

Certain capitalised words and expressions used in this Prospectus are defined in the Glossary at page 28 of this Prospectus.

Financial amounts

Financial amounts in this Prospectus are expressed in Australian dollars unless otherwise stated. Any discrepancies between totals and sums of components in tables contained in this Prospectus are due to rounding.

Photographs and diagrams

Photographs used in this Prospectus which do not have descriptions are for illustration only and should not be interpreted to mean that any person endorses the Prospectus or its contents or that the assets shown in them are owned by the Company. Diagrams used in this Prospectus are illustrative only and may not be drawn to scale.

Privacy

The Company collects information about each Applicant provided on an Application for the purposes of processing the Application and, if the Application is successful, to administer the Applicant’s security holding in the Company.

By submitting an Application, each Applicant agrees that the Company may use the information provided by that Applicant on that Application for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the Share Registry, the Company’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to the ASX, ASIC and other regulatory authorities.

If an Applicant becomes a security holder of the Company, the Corporations Act requires the Company to include information about the security holder (name, address and details of the securities held) in its public register. This information must remain in the register even if that person ceases to be a security holder of the Company. Information contained in the Company's register is also used to facilitate distribution payments and corporate communications (including the Company's financial results, annual reports and other information that the Company may wish to communicate to its security holders) and compliance by the Company with legal and regulatory requirements.

If you do not provide the information required on the Application, the Company may not be able to accept or process your Application.

An Applicant has a right to gain access to the information that the Company and the Share Registry holds about that person subject to certain exemptions under law. Access requests must be made in writing to the Company.

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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Table of Contents

Important Information	2
Important Dates and Key Offer Statistics	5
1. Investment Overview	6
2. Details of the Offer	9
3. Purpose and effect of the Offer on the Company	12
4. Risk Factors	14
5. Additional Information	22
6. Glossary	28
Corporate Directory	30

NOTE : Capitalised terms used in this Prospectus are defined in the Glossary (Section 6).

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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Important Dates and Key Offer Statistics

IMPORTANT DATES:

IMPORTANT DATES:
Lodgement ofprospectus with ASIC and announcement of Offer	30 June 2015
Openingdate of the Offer	30 June 2015
Lodgement of replacementprospectus with ASIC	7 July2015
Closingdate of the Offer	5.00pm(Sydneytime)on 7 July2015
Allotment of New Sharespursuant to the Offer	10 July2015
New Shares allotted pursuant to the Offer expected to commence tradingon ASX	14 July 2015
Despatch of holdingstatements	17 July2015

Dates may change

The above dates are subject to change and are indicative only. The Company reserves the right to vary the dates and times of the Offer, including to close the Offer early, extend the Offer or accept late Applications, without notifying any recipient of this Prospectus or any Applicants, subject to the Corporations Act, the ASX Listing Rules and other applicable laws.

KEY OFFER STATISTICS:

KEY OFFER STATISTICS:
Offer Price for each New Share	$0.19
Number of Shares on issue as at the date of this Prospectus	133,049,446
Number of Options on issue as at the date of this Prospectus	129,075,166
Maximum number of New Shares to be issued under the Offer1	20,000
Total number of Shares on issue after completion of the Offer1	133,069,446
Approximate maximum Offerproceeds	$3,800.00 before expenses

NOTES :

1. Assuming the Offer is fully subscribed, the Options are not exercised and no other equity securities are issued between the date of this Prospectus and completion of the Offer.

HOW TO APPLY:

You may apply for New Shares only by following the instructions set out in Section 2 and on the back of the Application Form.

QUESTIONS:

Please contact Mr Donald Low (Phone: +61 499 074 699 / Email: dhlow@fatfish.com) from 9.00am to 5.00pm (Sydney time) Monday to Friday, if you have any questions about this Prospectus. If you are in any doubt as to what to do in relation to the Offer, you should seek professional advice from a licensed financial adviser, accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest in the Company.

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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1 Investment Overview

The information in this Section 1 is a summary only. It should be read in conjunction with the information in the remainder of this Prospectus.

1.1 Key features of the Offer

Details of Offer		An offer to investors identified by the Directors to apply for up to 20,000 New Shares at an issue price of $0.19 per New Share payable in full on application.	An offer to investors identified by the Directors to apply for up to 20,000 New Shares at an issue price of $0.19 per New Share payable in full on application.
Purpose		The Company is seeking to raise only a nominal amount of $3,800 (before expenses) under this Prospectus and, accordingly, the purpose of this Prospectus is not to raise capital. The primary purpose of this Prospectus is to remove any trading restrictions that may be attached to Shares issued by the Company prior to the Closing Date.
Use of funds		The Company's present intention is to use the funds raised under the Offer (from payment of the Offer Price) as follows: Expenses ofthe Offer $3,800 Total $3,800
		Expenses ofthe Offer	$3,800
		Total	$3,800
Closing date of Offer		5.00pm (Sydney time) on 7 July 2015.

1.2 Investment highlights

The Directors of the Company are of the view that an investment in the Company provides the following non-exhaustive list of key highlights:

• (a) the Company offers a model as a financier, advisor and operator of Internet businesses, which will enable the Company to fund, develop and market new opportunities in e- Commerce development through websites, brands and businesses in Australasia;

• (b) E-Commerce, smartphone, tablet usage and development is expected to continue to grow strongly over the next few years, which will provide the Group with the opportunity to expand its market share by penetration into the markets with marketing and social media;

• (c) the Company is active in a growth sector that is “business to consumer” e-Commerce activities in Australasia;

• (d) the continued increase in faster and more reliable internet access in the core markets for the Group in the South East Asian region, through fixed and mobile connections, in particular smartphones, stimulates the take up of e-Commerce;

• (e) the Group has made 12 investments into Internet businesses to date;

• (f) the Company’s subsidiary Fatfish Medialab is an appointed official incubator of the i.jam investment Programme run by the Media Development Authority of Singapore. Fatfish Medialab manages the investment process that involves investments from the Media Development Authority into digital media startups identified by Fatfish Medialab;

• (g) the Company’s subsidiary Fatfish Ventures in Malaysia has entered into a co-investment partnership with Cradle Fund, a government agency under the Ministry of Finance, Malaysia. Fatfish Ventures is responsible for identifying , qualifying and leading

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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investments into startups that entails Cradle Fund matching dollar for dollar (1:1) to Fatfish Ventures’ investments;

• (h) Fatfish Medialab’s recent investee company LOLA was acquired by Lunch Actually Group, the leading online and offline dating and match-making service provider in Southeast Asia. LOLA was acquired within 6 months after Fatfish Medialab’s investment into it; and

• (i) as announced recently, the Company’s subsidiary Autodirect entered into a strategic joint venture with FAG, a firm specialising in the provision of technology and services to the financial industry. FAG will acquire from ADC, RajaPremi, an operating online insurance portal in Indonesia which has its domain at www.rajapremi.com, for a consideration of US$7 million (A$ 8.4 million) via the issuance of 100,000 shares in FAG at an issue price of US$70 per share, giving ADC a 50% equity interest in FAG.

1.3 Key risks

The business, assets and operations of the Company will be subject to certain risk factors that have the potential to influence the operating and financial performance of the Company in the future. These risks can impact on the value of an investment in the Securities of the Company.

The Board aims to manage these risks by carefully planning its activities and implementing risk control measures. Some of the risks are, however, highly unpredictable and the extent to which they can effectively be managed or mitigated may be limited.

Set out below are specific risks that the Company is and will be exposed to. Further risks associated with an investment in the Company are outlined in Section 4.

Specific Risks

(a) Start-up Risks

Fatfish Medialab, a wholly owned subsidiary of Fatfish Capital, invests in early-stage startup businesses in the internet and IT sectors. These startup businesses often possess nothing more than a conceptual business plan and early prototypes of their products. These startup businesses need to overcome significant business challenges to further develop their products and business plans so that they can reach a stage where their business operations are self-sustaining and profitable.

(b) Short and Long Term Funding Risks

The Group principally generates income via exits from its investments. Exits from investments could take typically 2 to 4 years from initial investments. During this gestation period, the Group needs to rely on its own funding to continuously make further investments into new businesses it identifies to maintain a pipeline of investments that it can continue to work on. The Group will also be dependent on its own funding to maintain its own business operations. There is a possibility that the Group will need to look for further funding in the short term to finance its business plan if it has not achieved exits from its investments in the near future.

Fatfish Medialab is an official incubator appointed by the Media Development Authority ( MDA ) of Singapore to run the i.jam Reload co-investment programme, of which Fatfish Medialab is dependent on the grant it receives continuously from MDA to make investments into start-up businesses in the Internet and IT sectors.

For some of the businesses it invests in, the Group will rely on its ability to enhance the value of the businesses together with the management of these companies so that they can reach a more mature stage where the businesses can attract significant investments from third-party investors introduced by the Group. The growth of some of these businesses will be dependent on the success of raising further capital from these thirdparty investors.

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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• (c) Varying influence in its investments

The varying influence that the Group has in each entity in which it currently has an investment is as follows:

• (i) Dressabelle : the Group plays a semi-active role to assist Dressabelle to expand into new markets of Indonesia and Malaysia. The Group also advises Dressabelle in its funding needs and strategy. Mr Kin Wai Lau is a non-executive director of Dressabelle.

• (ii) AppXplore, Kensington, FAG and VDancer : the Group plays an active role in advising management on its operations and product development plan. The short term goal is to assist the entities to complete the development of their products and to launch their game titles into the market. Mr Chang Jeh Ong is a nonexecutive director of AppXplore, FAG and Kensington. Mr Kin Wai Lau is a nonexecutive director of AppXplore and VDancer.

• (iii) Lunch Actually Group, Infini Square, Novatap and Peeplepass : the Group plays a passive role in the daily operations/management of these entities. The entities consult the Group when required with regards to their product development and corporate funding strategy.

• (iv) Autodirect : the Group plays an active role in the daily operation/management of this entity. The short term goal of the Group in relation to this entity is to raise further funding for the entity and expand its market share for the Indonesian market. Mr Chang Jeh Ong is an executive director of Autodirect.

• (v) Dragon Commerce : the Group plays an active role in the daily operation/management of this entity. The short term goal of the Group in relation to this entity is to raise further funding for the entity to acquire more website businesses in the Indonesian market. Mr Kin Wai Lau is a non-executive director of Dragon Commerce.

Refer to Section 4.2(c) for further details.

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company and you should refer to the additional risk factors in Section 4 of this Prospectus before deciding whether to apply for Securities pursuant to this Prospectus.

You should read this Prospectus carefully and in its entirety, including Section 4, before deciding whether to apply for New Shares. If you are in doubt as to the course you should follow, you should consult your licensed financial adviser, accountant, stockbroker, lawyer or other professional adviser. The Securities offered by this Prospectus should be considered highly speculative.

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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2 Details of the Offer

2.1 The Offer

By this Prospectus, the Company invites investors identified by the Directors to apply for up to 20,000 New Shares at an issue price of $0.19 per New Share payable in full on application to raise $3,800 (before expenses).

The Offer will only be extended to specific parties who are not related parties of the Company, on invitation from the Directors. As at the date of this Prospectus, the Directors have not identified any particular investor to participate in the Offer.

All of the New Shares offered under this Prospectus will rank equally with Shares on issue at the date of this Prospectus. Application Forms will only be provided by the Company to the invited investors.

2.2 ASX quotation

The Company will apply for the quotation of all New Shares on ASX within 7 days after the date of this Prospectus. If official quotation of the New Shares is not granted by the ASX within 3 months after the date of this Prospectus (or any longer period permitted by law), the Offer will be cancelled and all Application Payments will be returned (without interest) to Applicants as soon as practicable.

2.3 Application for New Shares

To subscribe for New Shares, please complete and return the Application Form, which will be provided with a copy of this Prospectus by the Company at the Company's discretion, in accordance with the instructions set out in the Application Form.

2.4

Application is binding

Receipt of Application Payment by Bpay, or of Application Payment by cheque / electronic funds transfer and a completed and lodged Application Form, constitutes a binding acceptance of the Company's Offer of New Shares on the Terms of the Offer and an acknowledgement by the Applicant that it has received and read this Prospectus, it has acted in accordance with the Terms of the Offer, and that it agrees to all of the Terms of the Offer.

Each Application, once lodged, cannot be withdrawn.

The Application does not need to be signed to be binding. If an Application Form is not completed correctly or if there is a discrepancy between the Application Payment made and the Application Form submitted, the Company, in its absolute discretion, can reject the Application or treat it as valid, whether in whole or in part. The Company's decision as to whether to accept or reject an Application (in whole or in part) or how to interpret an incorrectly completed Application Form is final.

2.5 Application Payment

The Company is entitled to retain any interest paid on any Application Payment, whether or not allotment and issue of the New Shares takes place. If quotation of the New Shares is not granted by the ASX within the time required by law, no New Shares will be allotted and Application Payments will be refunded to Applicants without interest within the time prescribed under the Corporations Act.

2.6

Closing Date

Your completed Application Form and payment must reach the Share Registry no later than the Closing Date, which is currently 5.00pm (Sydney time) on 7 July 2015.

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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The Company reserves the right, subject to the Corporations Act, the ASX Listing Rules and any requirements of the ASX, to accept late Applications or to extend the Closing Date without prior notice.

If the Closing Date is varied, subsequent dates may also be varied accordingly. Unless the Company decides to accept late Applications or extend the Closing Date, Applications received after 5.00pm (Sydney time) on 7 July 2015 may be rejected and those Application Payments refunded without interest.

2.7 Brokerage, commission and stamp duty

No brokerage, commission or stamp duty is payable by Applicants under the Offer.

2.8 No underwriting

The Offer is not underwritten.

2.9 Allotment of Shares and Application Money

Allotment and issue of New Shares will only be made once the Application Payments have been received and the ASX has granted permission for quotation of the New Shares.

If such permission is granted, it is expected the New Shares will be allotted pursuant to this Prospectus on 10 July 2015 and holding statements for such New Shares will be despatched on 17 July 2015.

It is the responsibility of Applicants to determine their allocation of New Shares prior to trading in the New Shares. Applicants who sell New Shares before they receive their holding statement do so at their own risk.

2.10 CHESS

Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of New Shares. If an Applicant is broker sponsored, a CHESS statement will be issued to that Applicant which sets out the number of New Shares issued under this Prospectus, provides details of the Applicant's holder identification number and the participant identification number of the sponsor. If an Applicant is registered in the Company's issuer sponsored sub register, its statement will be despatched by the Share Registry and will contain the number of New Shares issued to it under this Prospectus and its security holder reference number.

2.11 Foreign selling restrictions

(a) General

The Offer is being made in Australia only. This Prospectus does not constitute an offer in any place which, or to any person whom, it would not be lawful to make such an offer.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus in such jurisdictions should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No action has been taken to register or qualify the New Shares or the Offer, or otherwise to permit a public offering of the New Shares, in any jurisdiction outside Australia.

(b) Beneficial holders

The foreign selling restrictions under the Offer apply to the underlying beneficial holder. Nominees, trustees and custodians must not apply on behalf of any beneficial holder. Applicants who are nominees, trustees or custodians are advised to seek independent advice as to how they should proceed. Applicants applying on behalf of persons whose registered address is not in Australia are responsible for ensuring that applying for New Shares does not breach securities laws in the relevant overseas jurisdictions.

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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The Company is not required to determine whether or not any Applicant is acting as a nominee or the identity or residence of any beneficial owners. If any nominee or custodian is acting on behalf of a foreign person, that Applicant, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Offer is compatible with applicable foreign laws.

2.12 Risks

Investors should carefully read the risk factors in Sections 1.3 and 4 of the Prospectus. An investment in New Shares involves various risks, a number of which are specific to the Group and the industry in which it operates.

An investment in New Shares should be regarded as speculative.

2.13 Taxation

It is the responsibility of all Applicants to satisfy themselves of the particular tax consequences that apply to them, by consulting their own professional financial and taxation advisers. Neither the Group nor any of its officers, employees or agents, nor its taxation or other advisers accepts any liability or responsibility in respect of taxation consequences connected with the Offer.

2.14 Professional advice

If you are in any doubt as to what to do in relation to the Offer, you should seek professional advice from a licensed financial adviser, accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest in the Company.

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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3 Purpose and effect of the Offer on the Company

3.1 Purpose of the Offer

The Company is seeking to raise only a nominal amount of $3,800 (before expenses) under this Prospectus and, accordingly, the purpose of this Prospectus is not to raise capital.

The primary purpose of this Prospectus is to remove any trading restrictions that may be attached to Shares issued by the Company prior to the Closing Date.

Section 708A(5) of the Corporations Act provides that a sale offer (ie, as part of post-allotment trading) does not need disclosure to investors if:

• (a) the relevant securities are in a class of securities that were quoted securities at all times in the 3 months before the day on which the relevant securities were issued;

• (b) trading in that class of securities on a prescribed financial market on which they were quoted was not suspended for more than a total of 5 days during the shorter of the period during which the class of securities were quoted, and the period of 12 months before the day on which the relevant securities were issued;

• (c) the Company has not been exempted by ASIC from the continuous disclosure provisions at any time during the relevant period referred to in paragraph 3.1(b);

• (d) the Company or any person as director or auditor of the body has not been exempted from or received an instrument of modification in relation to the financial reporting provisions at any time during the relevant period referred to in paragraph 3.1(b); and

• (e) (relevantly) the Company gives the relevant market operator for the Company a notice that complies with section 708A(6) of the Corporations Act before the sale offer is made.

The Company was suspended since at least 23 August 2007 until commencement of trading on 22 July 2014. Accordingly, the Company has been suspended for more than 5 days during the past 12 months and therefore cannot rely on section 708A(5) of the Corporations Act to enable sale offer/s without disclosure to investors.

However, Section 708A(11) of the Corporations Act provides that a sale offer does not need disclosure to investors if:

• (a) the relevant securities are in a class of securities that are quoted securities of the body; and

• (b) either:

• (i) a prospectus is lodged with the ASIC on or after the day on which the relevant securities were issued but before the day on which the sale offer is made; or

• (ii) a prospectus is lodged with ASIC before the day on which the relevant securities are issued and offers of securities that have been made under the prospectus are still open for acceptance on the day on which the relevant securities were issued; and

• (c) the prospectus is for an offer of securities issued by the body that are in the same class of securities as the relevant securities.

This Prospectus has been prepared primarily for the purpose of section 708A(11) of the Corporations Act.

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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3.2 Use of funds

If the Offer is fully subscribed, the Company's present intention is to use the funds raised under the Offer (from payment of the Offer Price) as follows:

Expenses of the Offer	$3,800
Total	$3,800

This is a statement of present intention only. The Company and the Directors reserve the right to change the way and the proportion in which funds are applied, particularly if the Offer is not fully subscribed.

There is no minimum subscription under the Offer and no guarantee that the Offer will raise an adequate or sufficient level of funds to enable the Company to achieve its stated objectives.

3.3 Effect on capital structure of the Company

The following table sets out the Company’s current capital structure and its fully diluted capital structure immediately following the successful completion of the Offer, assuming that:

• (a) the Offer is fully subscribed;

• (b) the Options are not exercised; and

• (c) no other equity securities are issued between the date of this Prospectus and completion of the Offer.

Number of Shares on issue as at the date of this Prospectus	133,049,446
Number of Options on issue as at the date of this Prospectus	129,075,166
Number of New Shares offered under this Prospectus	20,000
Total Shares on issue on completion of the Offer	133,069,446

The Company's actual position on completion of the Offer may differ from the position illustrated in the pro-forma capital structure table above if the Offer is not fully subscribed.

If the Offer is not fully subscribed, fewer New Shares will be issued than shown in the table above. After the Closing Date, the Company will announce to the ASX the actual number of New Shares to be issued under the Offer.

3.4 Effect on financial position of the Company

After paying for the expenses of the Offer of approximately $3,800.00, there will be minimal proceeds from the Offer. The expenses of the Offer will be met from the money raised under the Offer.

The Offer will have a nil effect on the Company’s financial position, being receipt of funds of $3,800.00 less costs of preparing and lodging the Prospectus of $3,800.00.

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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Risk Factors

4

4.1 Introduction

The Securities offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Securities and to consult their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus.

There are specific risks which relate directly to the Group’s business. In addition, there are other general risks, many of which are largely beyond the control of the Group and the Directors. The risks identified in this Section, or other risk factors, may have a material impact on the financial performance of the Group and the market price of the Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Group is exposed. The types of risks the Group is exposed to can change over time and vary with changes in economic, technological, environmental and regulatory conditions both generally within the retail industry and within the e-Commerce and internet sector specifically.

4.2 Key risks

(a) Start-up Risks

Refer to Section 1.3 for details of the key risks the Group is exposed to.

(b) Short and long term funding risks

Refer to Section 1.3 for details of the key risks the Group is exposed to.

(c) Varying Influence in its Investments

The Group has a varying degree of influence in the daily operation and management of businesses that it invests in. In some cases this role is quite limited, which could limit its ability to assist the growth of that business.

The varying degree of participation for the management role that the Group seeks can be further defined and categorized as follow:

• (i) Active Role

• (A) the Group’s representative will engage the management of the businesses to discuss about operation, product and corporate matters through meetings up to 2-3 times per month;

• (B) the Group’s representative will be frequently communicating with the management of the businesses via email or phone up to 5-6 times per month; and

• (C) the Group’s representative will be monitoring the finances of the businesses and assist the businesses in all activities with regards to fundraising including but not limited to drafting business plan, conducting market and technology research, securing meetings with potential investors and negotiating terms with potential investors.

(ii) Semi-Active Role

• (A) the Group’s representative will engage the management of the businesses to discuss about operation, product and corporate matters through meetings up to 1-2 times per every 3 month;

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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• (B) the Group’s representative will be frequently communicating with the management of the businesses via email or phone up to 3-5 times per every 3 months;

• (C) the Group will conduct product and marketing review with the businesses once every 3 months;

• (D) the Group will review and provide feedback on the high-level business plan of the businesses prior to any fund-raising activities; and

• (E) the Group will assist the business in fund-raising activities by securing meetings with potential investors.

• (iii) Passive Role

• (A) the Group will conduct product and marketing review with the businesses once every 6 months; and

• (B) the Group will assist the business in fund-raising activities by securing meetings with potential investors.

Refer to Section 1.3(c) for further details.

4.3 Additional risks specific to the Group

(a) Ability to Promote the Group’s “Fatfish Brand”

Brand image is a key factor in promoting and marketing technology companies. The Group is committed to building its brand by creating value in technology companies from start-up phase to more developed companies and therefore being presented with more opportunities in Asia and, if relevant, Australia. The Company believes that the Group has been successful in establishing its brand and attracting investee projects in Asia and that the Company's status as an ASX-listed company will continue to enhance the Group’s profile and brand in the Australasia region.

(b) Third Party Control Risk

A large part of the Group’s business involves firstly, continuing the success of the current business operations in Dressabelle and RajaPremi.com, and secondly, identifying, acquiring, managing and investing in technology companies from those in the start-up phase (including Novatap, Peeplepass, VDancer and Kensington), to those that are more developed. The Group’s strategy is to invest through funding and assistance with management and operation mentoring, with the ultimate intention of controlling the business activities of those companies. While the Group gains more comprehensive experience and industry knowledge with such business ventures, the successful operation of those companies will, for at least the initial period, rely on the maintenance of successful management by the initial founders and the expertise, knowledge, and personnel of the Group to grow and penetrate the relevant markets those companies.

The Group may mitigate risks involved in third party management of the companies in which it invests by being able to exercise control through its shareholding, through maintaining good relations with management of those companies or through providing management and expertise for growth of the respective companies.

(c) Commercialisation and Demand Risk

There is a risk that the companies in which the Group will acquire an interest may fail to develop products that meet specific customer requirements.

While the Company will endeavour to ensure that all effort will be given in relation to research and development of the various products developed by the companies in which the Group has an interest to ensure that they have a viable customer base for their current and proposed products, there can be no guarantee that those parties will continue to have

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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a demand for the technology offered. Any decrease in the demand will have a negative effect on the prospects of the Group.

The Group has, at least in part, mitigated the commercialisation risks by investing in multiple product pathways, with multiple technology development partners.

(d) Technology and Intellectual Property

The Group’s success will depend, in part, on the ability of the companies in which it invests to maintain trade secret protection and other protection over their intellectual property and operate without infringing the proprietary rights of third parties or having third parties circumvent those companies’ rights. No guarantee can be given that such protection will be successfully and validly maintained.

The commercial value of the intellectual property assets is dependent on legal protections provided by a combination of copyright, patent, confidentiality, trade mark, trade secrecy laws and other intellectual property rights. These legal mechanisms, however, do not guarantee that the intellectual property will be protected or that its commercial value will be maintained.

The Group intends to continually evaluate the intellectual property in which it will acquire an interest and ensure that steps are undertaken to continually protect its proprietary intellectual property rights and the formal registration of its proprietary intellectual property rights is undertaken as and when appropriate. However, there can be no assurance at any time that:

• (i) any such rights can be formally established;

• (ii) the measures taken will be adequate to protect the proprietary technology;

• (iii) any intellectual property rights will provide it with any competitive advantages and will not be challenged by third parties; and

• (iv) the rights of others will not materially adversely affect the Group’s ability to do business, its financial condition and the results of its operations (and therefore impact on the future viability and profitability of the Group).

While the Company believes that the Group and the companies in which it has an interest have taken appropriate steps to protect their proprietary rights to date, the law may not adequately protect these rights in all places where the Group does business, or enable the same rights to be defended sufficiently to avoid adverse material impact on operations.

• (e) Competition risk

The industry in which the Company, through the Group, is involved is subject to domestic and global competition. Although the Group will undertake all reasonable due diligence in its business decisions and operations, the Group will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Group’s projects and business.

The Group intends to continue to operate in an industry that relies on accurate and innovative products. Technology changes occur rapidly, and there is a risk that the services provided and products to be produced by the Group may become technically inferior to other services and products available in the market.

Additionally, internet businesses have low barriers to entry. Current or new competitors may adopt certain aspects of the Group’s business model without great financial expense, thereby reducing the Group’s ability to differentiate its services. Competition may arise from a number of sources. It may include companies from the traditional retail industry that may have greater capital resources and closer supplier relationships than the Group. Competition may also arise from global e-Commerce companies with developed processes, systems, and technology. Suppliers may also choose to establish their own online sales sites rather than utilising the Group to sell their products and services online.

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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Any significant competition may adversely affect the Group’s ability to meet its business objectives.

Additionally, the development and commercialisation of new technologies that are more cost efficient than the technology in which the Group has an interest or offer greater variety in services and products than those of the Group, could place the Group at a competitive disadvantage.

(f) Sovereign Risk

The Group’s operations will continue to include a focus on markets in South East Asia, including but not limited to Singapore, Malaysia, Vietnam, Thailand and Indonesia. The economic growth in those and other South East Asian nations is expected to continue its upward trend in a stable manner. These economies are driven by strong domestic consumption, stable government regime and long track-records of exports.

Possible sovereign risks associated with operating in South East Asian nations include, without limitation, changes in the terms of legislation, changes to taxation rates and concessions and changes in the ability to enforce legal rights. Any of these factors may, in the future, adversely affect the financial performance of the Group and the market price of the Company's Shares.

No assurance can be given regarding future stability in South East Asia or any other nation in which the Group may, in the future, have an interest.

(g) System and Content Integrity

The performance of the current business operations in Dressabelle and RajaPremi.com will be vitally important to the reputation of the Group’s businesses, its ability to attract customers and its ability to makes sales of products and services. The Group will be dependent on the ability of the products from these companies and other companies in which it has an interest to be sold and operate on technology platforms, devices and operating systems run by telecommunications operators, data centres and other third parties, however influence over these third parties will be limited. The Group will not be in control of the maintenance, upkeep and continued supply of effective service from external suppliers in these areas. Any system failure that causes an interruption to the websites could materially affect its business and financial performance. System failures, if prolonged, could reduce the attractiveness of the websites to visitors and hinder the Group’s ability to make sales to buyers, and would damage its business reputation and brand name in the market place which can be compounded by social media.

Although the Group’s systems have been designed around industry standard architectures, they remain vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunication failures, terrorist attacks, computer viruses or similar events. The Group’s disaster recovery planning cannot account for all eventualities.

(h) Decline on the Growth of Internet Use

Internet use in the current markets of Singapore, Indonesia and Malaysia in particular, has been growing. However, there can be no guarantee that this growth will continue in the future. In addition, growth in e-Commerce is underpinned by a range of factors including migration from more traditional forms of retail sales. While increased internet use and a migration of retail sales to digital platforms has occurred over recent years, there can be no guarantee that the rate of growth in internet use and rate of migration will continue in the future, which may have an adverse effect on the expected growth of the Group.

(i) Brand Management and Maintenance

The Company believes that establishing and maintaining its brands in the e-Commerce industry is critical to growing its proposed user base and product acceptance. This will depend largely on the Group’s ability to provide useful and innovative products. The actions of external industry participants and social media may affect the Group’s brands if users do not have a positive experience using the websites and its platforms, devices or

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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operating systems that provide access to the Group’s products and services respectively. If the Group fails to successfully establish and maintain its brands its businesses and operating results could be adversely affected.

(j) Display of Inappropriate Content

The Group will have processes that allow it to monitor and remove inappropriate content placed on the websites, whether deliberately or inadvertently. However, the Group will not have the ability to guarantee that all content displayed on the websites is appropriate at all times. This includes but is not limited to the presentation of photographs accepted by the Group in good faith and under the terms of its supplier contracts. The Group cannot guarantee that such material is not obscene, offensive or otherwise damaging to its business reputation and brand name, or the reputation of any third party.

(k) Reliance on Third Party Payment and Logistics Providers

To complete sales on the Group’s websites, the Group will rely on third party banking, payment and logistic providers. The Group’s influence over these third parties will be limited. Any system or service failure that causes an interruption to the Group’s ability to receive payments or deliver purchased goods to its buyers and effect payment transactions could materially affect its business and financial performance. System or service failures, if prolonged, could reduce the attractiveness of the Group’s services to visitors to the websites and hinder the ability to make sales to buyers, and would damage its business reputation and brand name.

(l) Contractual Risk

In order for the Group to be able to achieve its objectives, the Group will be reliant on third parties with which it will become involved to comply with their contractual obligations.

Where those third parties fail to comply with the terms and conditions of their agreements with the Group, the Group could lose the rights acquired under the relevant agreement(s). It may then be necessary for the Group to approach a court to seek a legal remedy. Legal action can be costly and there can be no guarantee that a legal remedy will be ultimately granted on the appropriate terms. The Group has no current reason to believe that any third party that the Group has contracted with will not meet and satisfy their obligations under any agreement.

4.4 Industry specific risks

(a) Rapidly updating industry

Online industries, including online merchandising and entertainment, can tend to experience rapid evolution from time to time. If the entities in which the Group has interests are not capable of staying current with industry trends, there is a risk that the technology in which the Group will acquire an interest will become outdated and not be capable of being sold or licensed. Although, to the best of the Company’s knowledge, its subsidiaries (wholly owned or otherwise) endeavour to keep pace with the evolution of their industries, there can be no assurance that any significant changes that may occur in online industries, will not have a material adverse effect on the operations of the Group.

In addition, significant outlays may be required where technology is updated that the Group must make use of.

(b) Corruption of Databases

The databases used by entities in which the Group has interests are a valuable asset. They are subject to risks associated with computer viruses, physical or electronic breakins, loss of data from physical damage or from failures in third party service providers or operating systems and similar disruptions, as well as to damage from the inadvertent introduction onto its systems of incorrect programming language by its employees. An irrecoverable loss of any of the databases would be expensive to remedy, would have a

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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material adverse effect on an entity’s operations and financial position, and would damage its business reputation and brands.

(c) New Technology

If the entities in which the Group has interests are significantly slower than their competitors to adapt technological change, it would lead to a reduction in visits to the relevant websites. This could have an adverse effect on the entity’s ability to attract new buyers and retain its existing customer base.

(d) Hacking and Vandalism

The business entities in which the Group will acquire an interest may be adversely affected by malicious third party applications that interfere with, or exploit, security flaws in the websites. Viruses, worms and other malicious software programs could, among other things, jeopardise the security information stored in a user’s computer or in the entity’s computer systems or attempt to change the internet experience of users by interfering with the entity’s ability to connect with its users. If the entity’s efforts to combat these malicious applications are unsuccessful, or if the websites have actual or perceived vulnerabilities, the entity’s business reputation and brand name may be harmed and user traffic could decline, which may result in a material adverse effect on the entity’s operations.

(e) Unauthorised use of intellectual property or independent development of technology

The Group regards substantial elements of the websites, software, tools, applications, buyer databases and underlying technology as proprietary. Despite precautionary measures, third parties may copy or otherwise obtain and use the Group’s proprietary information without authorisation or may develop similar technology independently. In addition, competitors may be able to design around the Group’s technology or develop competing technologies substantially similar to those of the Group without any infringement of the Group’s proprietary rights. Any legal action that the Group may bring to protect its proprietary information could be unsuccessful and expensive and would divert management’s attention from its business operations.

(f) Product Returns

While the Group will generally be under no obligation to acquire products from suppliers, in the event that the product is not sold, the Group will generally be responsible for the cost and liability of any product returns.

(g) Insurance

The Group will maintain insurance where it is considered appropriate for its needs however it will not be insured against all risks either because appropriate cover is not available or because the Directors consider the required premiums to be excessive having regard to the benefits that would accrue.

Accordingly, the Group may not be fully insured against all losses and liabilities that could unintentionally arise from its operations. If the Group incurs uninsured losses or liabilities, the value of the Group’s assets may be at risk.

4.5 Risks associated with the Offer

(a) Value of New Shares

The New Shares are to be quoted on the ASX, where the price may rise or fall relative to the Offer Price. The New Shares issued or sold under this Prospectus carry no guarantee in respect of profitability, dividends, return of capital, or the price at which they may trade on the ASX. The value of the New Shares will be determined by the share market and will be subject to a range of factors, many or all of which may be beyond the control of the Company and the management team.

(b) Liquidity of New Shares

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Although the New Shares are proposed to be listed on ASX, there can be no guarantee that there will be a liquid market for trading of the New Shares.

4.6 General risk factors

The future operations of the Group may be affected by a range of factors, including the below general risk factors.

(a) Foreign exchange risk

The Group will continue to be exposed to the volatility and fluctuations of the exchange rate between currencies throughout South-East Asia and the Australian dollar.

Global currencies are affected by a number of factors that are beyond the control of the Group. These factors include economic conditions in the relevant country and elsewhere and the outlook for interest rates, inflation and other economic factors. These factors may have a positive or negative effect on the Group's investee companies and their plans and activities together with the ability to fund those plans and activities.

The Group will have costs, expenses and investments denominated in multiple currencies. The Company’s Share price is denominated in Australian dollars. The Company will also report its financial results in Australian dollars. Accordingly, the Company’s reported financial performance will be influenced by fluctuations in exchange rates between the Australian dollar and other currencies in which it may earn income or accrue expenses, which in the first instance will include the Singapore dollar, the Indonesian Rupiah, the Vietnamese Dong, the Thai Baht, the United States Dollars and the Malaysian Ringgit.

(b) Market risk

Share market conditions may affect the value of the Company’s quoted Securities regardless of the Group’s operating performance. Share market conditions are affected by many factors such as:

• (i) general economic outlook;

• (ii) interest rates and inflation rates;

• (iii) currency fluctuations;

• (iv) commodity price fluctuations;

• (v) changes in investor sentiment toward particular market sectors;

• (vi) the demand for, and supply of, capital; and

• (vii) terrorism and other hostilities.

• (c) Potential Acquisitions

As part of its business strategy, the Group intends to make acquisitions of, or significant investments in, complementary companies or projects. Any such future transactions would be accompanied by the risks commonly encountered in making such acquisitions.

(d) Reliance on Key Personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Group depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Group if one or more of these employees cease their employment. The Group shall continue to seek to secure as many of the key personnel as possible in the current market conditions.

(e) Government Regulations

The Group will be subject to local laws and regulations in each of the jurisdictions in which it operates (including taxation legislation). Future laws or regulations may be introduced

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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concerning various aspects of the internet, including online content, e-Commerce, foreign ownership of interest and media or retail companies, liability for third party activities and user privacy, all of which may impact the Group’s operations.

Changes in or extensions of laws and regulations affecting either the retail industry or internet business operations in the countries in which the Group operates and the rules of industry organisations could restrict or complicate the Group’s activities and significantly increase its compliance costs.

(f) New Acquisitions

The Group may make acquisitions in circumstances where the Directors believe that those acquisitions support the Group’s growth strategy. However, there can be no assurances that the Group will be able to identify, complete and integrate suitable acquisitions successfully. Acquiring new businesses can place significant strain on management, employees, systems and resources. Acquired businesses may not perform in line with expectations and it may not prove possible to achieve the desired synergies on the integration of news businesses.

(g) Additional Requirements for capital

The Group’s capital requirements depend on numerous factors. Depending on the Group’s ability to generate income from its operations, the Group may require further financing in the future. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Group is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back marketing and technological development.

4.7 Investment speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Group or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Group and the value of the Securities offered under this Prospectus

Therefore, the Securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Securities.

Potential investors should consider that the investment in the Company is highly speculative and should consult their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus.

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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5 Additional Information

5.1 Continuous disclosure and inspection of documents

The Company is a disclosing entity for the purpose of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations.

The Company believes that it has complied with the general and specific disclosure requirements of the Corporations Act and Listing Rules, which require the Company to notify the ASX of information about specific events or matters as they arise, for the purpose of the ASX making that information available to the market conducted by the ASX.

This Prospectus is issued under section 713 of the Corporations Act. This section enables disclosing entities to issue a prospectus in relation to securities in a class which has been continuously quoted by the ASX at all times during the 3 months before the date of the Prospectus. Apart from prescribed matters, this Prospectus need only contain information relating to the Terms of the Offer, the effect of the Offer on the Company and the rights and liabilities attaching to the New Shares. Accordingly, this Prospectus does not contain the same level of disclosure as an initial public offer prospectus.

Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an office of ASIC.

The Company will make available a copy of each of the following documents, free of charge, to any person who asks for it during the Offer period:

• (a) The annual financial report for the period ended 31 December 2014 (being the annual financial report most recently lodged with ASIC in relation to the Company before the issue of this Prospectus), a copy of which is available at the Company's website http://www.fatfish.co/; and

• (b) Any continuous disclosure notices given by the Company after the lodgement with ASIC of the annual financial report referred to at 5.1(a) above and before the lodgement with ASIC of a copy of this Prospectus. These include the following announcements:

Date lodged	Announcement
17/04/2015	Update - Spin Out and IPO of iCandyInteractive Ltd
24/04/2015	Annual Report to shareholders
24/04/2015	Notice of Annual General Meeting/ProxyForm
24/04/2015	Appendix 4G
29/04/2015	Appendix 4C –quarterly
01/05/2015	Appendix 3B
08/05/2015	Appendix 3B
18/05/2015	Update - iCandyIPO Spin Out Status
28/05/2015	Results of Meeting
01/06/2015	Change of Registered Office
26/06/2015	TradingHalt
30/06/2015	Institutional Placement and Appendix 3B
30/06/2015	Prospectus
01/07/2015	Appendix 3Y
02/07/2015	PendingRelease from Escrow
03/07/2015	Lodgement of iCandyProspectus with ASIC
06/07/2015	Directors' Substantial Shareholding

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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This Prospectus contains details specific to the Offer. If Shareholders require any further information in relation to the Company, those Shareholders should take advantage of the ability to inspect or obtain copies of the documents referred to above.

5.2 Market Price of Shares

The highest and lowest market sale price of the Company’s Shares on the ASX during the 3 calendar months immediately preceding the date of issue of this Prospectus and the last market price on the last day of trading before lodgement is set out below:

	Price	Date
Highest	$0.315	22 April 2015
Lowest	$0.165	14 December 2014
Last	$0.19	6 July2015

5.3 Rights attaching to Shares

The following is a summary of the more significant rights attaching to Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights attaching to Shares are set out in the Company's constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

(a) General meetings

Shareholders are entitled to be present in person, or by proxy or attorney to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with section 249D of the Corporations Act.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

• (i) each Shareholder entitled to vote may vote in person or by proxy or attorney;

• (ii) on a show of hands, every person present who is a Shareholder or a representative of a Shareholder has one vote in respect of each Share carrying the right to vote; and

• (iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c) Dividend rights

The Directors alone may declare a dividend to be paid to Shareholders. The dividend is payable at a time determined in the directors’ discretion. No dividend may be declared or paid except as allowed by the Corporations Act. No interest is payable in respect of unpaid dividends. The Directors may set aside of the Company’s profit any amount that they consider appropriate. This amount may be used in any way that profits can be used, and can be invested or used in the Company’s business in the interim.

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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- (d) Winding up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders.

The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

(e) Shareholder liability

As the New Shares issued pursuant to the Prospectus will be fully paid Shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(f) Transfer of Shares

Generally, Shares are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the ASX Listing Rules.

(g) Variation of rights

Pursuant to section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders, vary or abrogate the rights attaching to Shares.

If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

(h) Alteration of constitution

The Company's constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting. In addition, at least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

5.4 Directors’ Interests

(a) General

Except as disclosed in this Prospectus, no Director (whether individually or in consequence of that persons association with any company or firm or in any material contract entered into by the Company) has now, or has had, in the 2 year period ending on the date of this Prospectus, any interest in:

• (i) the formation or promotion of the Company;

• (ii) any property acquired or proposed to be acquired by the Company in connection with the Company’s formation; or

(iii) the Offer.

In addition, except as set out below or elsewhere in this Prospectus, no benefits of any kind (whether in cash, Shares or otherwise) have been paid or agreed to be paid to any

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

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Director to any company or firm with which a Director is associated to induce him to become, or to qualify as, a Director, or otherwise for services rendered by him or his company or firm with which the Director is associated in connection with the formation or the promotion of the Company.

(b) Interest in Securities

The Directors are not required under the Company's constitution to hold any Shares in the Company.

The following table sets out the relevant interests in Shares and Options over Shares held by each Director as at the date of this Prospectus:

Director (including associates)	Shares held directly	Shares held indirectly	Options held (directly and indirectly)
Dato' Larry Nyap Liou Gan	Nil	2,907,506	5,407,506
Kin Wai Lau	15,209,609	Nil	Nil
Donald Han Low	Nil	Nil	Nil
Jeffrey Tan	Nil	Nil	Nil

The Directors (and their associates) do not intend to apply for New Shares in the Offer.

(c) Remuneration

Directors' remuneration for the last 2 years was as follows:

Director	Salary and fees	Salary and fees	Other		Total
	For year ended 30 June 2014	For year ended 31 December 2014	For year ended 30 June 2014	For year ended 31 December 2014	For year ended 30 June 2014	For year ended 31 December 2014
Dato' Larry Nyap Liou Gan	Nil	$8,000	Nil	Nil	Nil	$8,000
Kin Wai Lau	Nil	$60,000	Nil	Nil	Nil	$60,000
Donald Han Low	Nil	$10,000	$3,066	Nil	$3,066	$10,000
Jeffrey Tan	Nil	$10,000	Nil	Nil	Nil	$10,000

Non-executive Directors’ fees are determined within an aggregate non-executive Directors’ fee pool limit. For the financial year commencing 1 July 2014 and in respect of each financial year thereafter and until otherwise determined by a resolution of Shareholders, the maximum aggregate remuneration payable by the Company to all nonexecutive Directors of the Company for their services as Directors including their services on a Board committee or sub-committee and including superannuation is limited to $300,000 per annum (in total).

Directors are entitled to be reimbursed for their reasonable expenses incurred in connection with the affairs of the Company. A Director may also be remunerated as determined by the Directors if that Director performs additional or special duties for the Company. A former director may also receive a retirement benefit of an amount

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

P a g e | 26

determined by the Directors in recognition of past services, subject to the Listing Rules and the Corporations Act.

(d) Indemnification and Directors & Officers Insurance

The Company has agreed to indemnify the current Directors and certain current executives of the Company against all liabilities to another person (other than the Company or a related body corporate) that may arise from their position as Directors or officers of the Company, to the extent permitted by law. The indemnity agreement stipulates that the Company will meet the full amount of any such liabilities, including costs and expenses.

The Company pays a premium to insure Directors and certain officers of the Company and controlled entities. The officers of the Company covered by the insurance policy include the current Directors and secretary of the Company and its subsidiaries, senior management of the Company and senior management of divisions and controlled entities of the Company. As the insurance policy operates on a claims made basis, former Directors and officers of the Company are also covered.

The liabilities insured include costs and expenses that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of the Company or controlled entities. The insurance policy outlined above does not contain details of premiums paid in respect of individual Directors and officers of the Company. The insurance policy prohibits disclosure of the premium paid.

The Company has not otherwise indemnified or agreed to indemnify an officer of the Company or of any related body corporate against a liability incurred by such officer.

5.5 Substantial Shareholders

The names of the substantial Shareholders listed in the Company's register of members as at 6 July 2015 are as follows:

Shareholder	Shares held	% of all Shares on issue
Ong Chang Jeh	21,027,621	15.80
Navistar Cap Grp Ltd	18,000,000	13.53
Lau Kin Wai	15,209,609	11.43
Acquiniti Ltd	14,805,814	11.13

The Company has relied on information set out in its register of members as at 6 July 2015 to compile the above table. Information in regard to substantial holdings arising, changing or increasing after this time is not included above.

5.6 Interests of named persons

Set out below are the benefits that have been or have been agreed to be given to any person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus (together, Prescribed Persons ).

Except as set out below or elsewhere in this Prospectus, no Prescribed Person holds, or during the last 2 years has held, any interests in:

• (a) the formation or promotion of the Company;

• (b) any property acquired or proposed to be acquired by the Company in connection with the Company’s formation or the promotion, or the Offer; or

• (c) the Offer.

In addition, except as set out below or elsewhere in this Prospectus, no benefit of any kind, (whether in cash, Shares or otherwise) have been paid or agreed to be paid to a Prescribed Person in connection with the preparation or distribution of the Prospectus for services rendered by that person in connection with the formation or promotion of the Company, or the Offer.

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

P a g e | 27

Thomson Geer has acted as the Australian legal advisers to the Company for the purposes of the Offer. For this work, the Company estimates Thomson Geer will receive fees amounting to approximately $3,800 including GST but excluding disbursements.

5.7 Consents to be named

Each of the parties named in the table below in this Section 5.7 has consented to being named in this Prospectus in the form and context in which it is named and has not withdrawn such consent prior to the lodgement of this Prospectus with the ASX:

Capacity in relation to the Company	Consenting party
Australian legal adviser	Thomson Geer
Auditor	MSI RaggWeir
Share Registry	SecurityTransfer Registrars PtyLimited

To the maximum extent permitted by law, each of the parties named in this Section 5.7:

• (a) states that it has not authorised or caused the issue of this Prospectus;

• (b) is not taken to have made, or purported to have made, any representation or warranty in relation to the Company either express or implied or any statement in this Prospectus or on which a statement made in the Prospectus is based other than as specified in this Section; and

• (c) expressly disclaims and takes no responsibility for any part of this Prospectus other than as referred to in this Prospectus as having been made by such party.

5.8 Expenses of the Offer

All expenses connected with the Offer are being borne by the Company.

Based on the Offer being fully subscribed, the estimated costs of the Offer, which have been paid or are payable by the Company are as follows:

Expenses of the Offer	Amount including GST ($)
Legal fees and disbursements	$3,800
TOTAL	$3,800

5.9 Governing Law

The Offer is governed by the law in force in New South Wales, Australia. By accepting the Offer, each Applicant submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia.

5.10 Directors' consent to lodgement

This Prospectus is issued by the Company. Each Director has consented to the lodgement of this Prospectus with ASIC as required by section 720 of the Corporations Act.

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

P a g e | 28

6 Glossary

In this Prospectus, unless the context or subject matter otherwise requires:

Applicant	A person who returns an Application.
Application	An application for New Shares under the Offer.
Application Form	The application form attached to this Prospectus.
Application Payment	The payment of the Offer Price under the Offer submitted by an Applicant for the purposes of making an Application.
AppXplore	AppXplore Sdn. Bhd. (registered in Malaysia, company registration number 926043-M).
ASIC	Australian Securities and Investments Commission.
ASX	ASX Limited (ACN 008 624 691) or the stock exchange which it operates, as the context requires.
ASX Listing Rules	The official Listing Rules of the ASX.
Autodirect	Autodirect Corporation (registered in the British Virgin Islands).
Board	The board of Directors.
Business Day	Monday to Friday inclusive in Sydney Australia, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that is not a business day for the purposes of the ASX Listing Rules.
Closing Date	5.00pm (Sydney time) on 7 July 2015 (unless varied).
CompanyorFFG	Fatfish Internet Group Ltd (ABN 88 004 080 460).
Corporations Act	Corporations Act 2001(Cth) as amended from time to time.
Directors	The directors of the Company.
Dragon Commerce	PT Dragon Commerce Indonesia (registered in Indonesia).
Dressabelle	Dressabelle Pte Ltd (registered in Singapore, company registration number 201102576G).
FAG	Fintech Asia Group Ltd (registered in the British Virgin Islands).
Fatfish Capital	Fatfish Capital Ltd (registered in the British Virgin Islands, company registration number 1718282).
Fatfish Internet	Fatfish Internet Pte Ltd (registered in Singapore, company registration number 201309336H).
Fatfish Medialab	Fatfish Medialab Pte Ltd (registered in Singapore, company registration number 201119282), a wholly owned subsidiary of Fatfish Capital.
Fatfish Ventures	Fatfish Ventrues Sdn Bhd (registered in Malaysia, company registration number 1106800-P), a 75% owned subsidiary of Fatfish Internet.
Group	The Company and its subsidiaries.
GST	Has the meaning given to that term in_A New Tax System (Goods and_ Services Tax) Act 1999(Cth) and includes goods and services tax.
Infini Square	Infini Square Pte Ltd (registered in Singapore, company registration number n201225074C).
Kensington	Kensington Ventures Pte Ltd (registered in Singapore).
LOLA	Love Out Loud Asia Pte Ltd (registered in Singapore).

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

P a g e | 29

Lunch Actually Group	Lunch Actually Pte Ltd (registered in Singapore) and its subsidiary companies.
New Shares	New Shares to be issued pursuant to this Prospectus.
Novatap	Novatap Pte Ltd (registered in Singapore).
Offer	The offer of New Shares under this Prospectus, subject to and on the Terms of the Offer.
Offer Price	The subscription price per New Share under the Offer (ie, $0.19 per New Share).
Options	Options to subscribe for Shares.
Prospectus	This replacement prospectus.
RajaPremi.com	The business operated by Autodirect.
Register	The Company's register of members or optionholders, as the context requires.
Securities	Shares and Options issued by the Company.
Share Registry	Security Transfer Registrars Pty Limited.
Shareholder	Registered holder of a Share.
Shares	Ordinary shares in the capital of the Company.
Terms of the Offer	The terms and conditions set out in this Prospectus, including any modifications made by the Company.
VDancer	VDancer Pte Ltd (registered in Singapore).

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.

P a g e | 30

Corporate Directory

Directors

Mr Larry Nyap Liou Gan (Non Exec. Chairman) Mr Kin Wai Lau (CEO, Executive Director) Mr Donald Han Low (Non Exec. Director) Mr Jeffrey Hua Yuen Tan (Non Exec. Director)

Company Secretary

Mr Donald Han Low

Registered Office

Level 2, 395 Collins Street MELBOURNE VIC 3000 Tel: +61 499 074 699 Fax: +61 3 9833 7063

Website

http://www.fatfish.co/

Auditors*

MSI Ragg Weir Level 2, 108 Power Street HAWTHORN VIC 3122

Share Registry*

Security Transfer Registrars Pty Limited 770 Canning Highway APPLECROSS WA 6153 Tel: +61 8 9315 2333 Fax: +61 8 9315 2233

Solicitors

Thomson Geer Level 25, 1 O'Connell Street SYDNEY NSW 2000

*These entities are included for information purposes only. These entities have not been involved in the preparation of this Prospectus.

This is a replacement prospectus dated 6 July 2015. It replaces a prospectus dated 30 June 2015, relating to New Shares of Fatfish Internet Group Ltd.