FATFISH GROUP LIMITED - M&A Activity 2010

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO HOW TO DEAL WITH THIS DOCUMENT, YOU SHOULD CONUSLT YOUR LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVISER AS SOON AS POSSIBLE.

OFFER

Atech Holdings Ltd

ABN 88 004 080 460

To acquire all of your shares in

Alpha Wealth Financial Services Pty Ltd

ABN 13 081 560 349

If you accept the Offer you will receive:

1. 1 Atech Share for every 2.75 shares held in Alpha Wealth Financial Services Pty Ltd Share plus

A$0.02 for each Alpha Wealth Financial Services Pty Ltd Share you hold

If you have any questions about this document please call Atech Holdings Ltd Information Line on (03) 9690 1077 from within Australia and +613 9690 1077 from outside Australia. The offer is dated Friday 29 October 2010 and will close at 5pm (AEDT) on Friday 26 November 2010 unless the Offer is extended.

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IMPORTANT INFORMATION
LETTER FROM THE CHAIRMAN OF ATECH HOLDINGS LTD
SUMMARY OF THE OFFER AND HOW TO ACCEPT IT
WHY YOU SHOULD ACCEPT THE OFFER
4A. INFORMATION FOR SHAREHOLDERS
OVERVIEW OF ATECH
OVERVIEW OF ALPHA WEALTH FINANCIAL SERVICES
ATECH’S INTENTIONS IN RELATION TO ALPHA WEALTH FINANCIAL SERVICES
SOURCE OF CONSIDERATION
TAX CONSIDERATIONS
RISK FACTORS
ADDITIONAL INFORMATION
TERMS AND CONDITION OF OFFER
DEFINED TERMS AND INTERPRETATION
APPROVAL OF OFFER

ANNEXURES

A. SCHEDULE OF COMPANY ANNOUNCEMENTS

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IMPORTANT INFORMATION

KEY DATES

Announcement of Offer Annual General Meeting Date of the Offer

Close of Offer (unless extended)

24 September 2010 29 October 2010 29 October 2010 26 November 2010

Important notice

This Offer issued by Atech is an Offer to acquire your shares in Alpha Wealth Financial Services Pty Ltd.

This Offer is dated 29 October 2010. The terms of the Offer are set out in Section 12 of this document.

Investment decisions

This Offer does not take into account any personal investment objectives, financial situations and any particular needs of individual Alpha Wealth Financial Services Shareholders. Accordingly, you may wish to seek independent legal, financial or other professional advice before making any decision whether or not to accept the Offer.

Defined terms

Certain terms used in this Offer Statement are defined in Section 13. Otherwise, unless contrary intention appears, words and phrases in this Offer have the same meaning and interpretation as in the Corporations Act.

Disclaimer as to forward looking statements

This Offer contains information which is historical in nature and in the nature of forward looking statements. You should be aware that as forward looking statements related to future matters they are subject to inherent risks and uncertainties. These inherent risks and uncertainties include factors specific to the industries in which Atech and Alpha Wealth Financial Services operate, as well as general economic conditions, exchange rates, interest rates and conditions in the financial markets. Actual events or results may differ materially from events, performance or results expressed or implied in any forward looking statement.

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The past performance of Atech and Alpha Wealth Financial Services is not a guarantee of their future performance. Neither Atech nor any of its Directors, officers, or any person named in the Offer Statement with their consent, or any person involved in the preparation of this Offer Statement, makes any warranty express or implied as to the accuracy or the likelihood of fulfilling any forward looking statement except to the extent required by law. You should not place undue reliance on any forward looking statement. The forward looking statements only reflect the views held as at the date of the Offer Statement.

Enquiries

If you are in any doubt as to how to deal with this document, you should consult your legal, financial or other professional adviser as soon as possible. If you have any questions about the Offer or this document, or about how to accept the Offer, please call the Atech +613 9690 1077.

Privacy statement

Atech has collected your information from Alpha Wealth Financial Services register of shareholders for the purpose of making the Offer and, if accepted, administering acceptances of the Offer on your holding in Alpha Wealth Financial Services Shares. This information collected by Atech includes your name, address and information on your shareholding in Alpha Wealth Financial Services. Your information may be disclosed on a confidential basis to Atech’s related bodies, corporate and external service providers, and may be required to be disclosed to regulators such as ASIC. If you would like to know more about information held by Atech about you, please contact us at the address indicated below.

The registered address of Atech is:

Atech Holdings Ltd 346 Kingsway South Melbourne VIC 3205

How to accept

To accept the offer, you must complete the Transfer and Acceptance Form in accordance with the instructions found on the Transfer and Acceptance Form, and return the completed Transfer and Acceptance Form in the enclosed reply paid envelope to the address stated thereon, so it is received before the end of the Offer Period.

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2. LETTER FROM THE CHAIRMAN OF ATECH HOLDINGS LIMITED

29 October 2010

Dear Alpha Wealth Financial Services Shareholder,

On behalf of the Directors of Atech, I am pleased to enclose Atech’s Offer to acquire all your shares in Alpha Wealth Financial Services.

We offer:

1 Atech Share in exchange for every 2.75 Alpha Wealth Financial Services Shares that you hold; and
A$0.02 cash in exchange for each Alpha Wealth Financial Services Share that you hold.

Benefits of accepting the Offer

Atech is currently an unquoted ASX listed Australian public company.

Earlier this year, the Board of Directors of Atech (excluding Mr. William Tien) agreed to commence confidential discussions with Alpha Wealth Financial Services with a view of merging the operations of Alpha Wealth Financial Services. The synergy of the two groups will benefit all Shareholders as it will merge the deal capabilities of both Companies with Atech’s listed status and capital and Alpha Wealth Financial Services’ expertise in Asia.

The Offer is made to you with the recommendation of the Board of Directors of Alpha Wealth Financial Services that you accept the Offer.

Atech acknowledges the potential for conflict that exists in the role of Mr. William Tien.

Mr. Tien is the sole Director and Secretary of Alpha Wealth Financial Services. He concurrently holds the positions of Director and Company Secretary of Atech. Mr. Tien was not involved in Atech’s decision making process in relation to the offer to acquire the Alpha Wealth Financial Services Shares.

Mr. Tien does not hold any shares in Atech. Mr. Tien’s direct and indirect interests in Atech Limited following successful completion the proposed acquisition are identified in this document and the Notice of Meeting.

Mr. Tien has stated that it is his intention to support the proposal.

Atech’s securities are not currently quoted.

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==> picture [576 x 95] intentionally omitted <==

As set out in the Notice of Meeting, following the proposed acquisition, it is the intention of Atech to apply to the ASX to have the company’s securities re-instated to the Official List. This will involve a process that meets the compliance and criteria set out in Chapters 1 and 2 of the ASX Listing Rules.

How to accept the Offer

The Offer is scheduled to close on 26 November 2010 unless extended by Atech . To accept the Offer, you must complete the Transfer and Acceptance Form in accordance with the instructions found on the Transfer and Acceptance form, and return the Transfer and

Acceptance Form in the enclosed reply paid envelope to the address stated thereon, so it is received before the end of the Offer Period. In the event that you have any questions or queries concerning the Offer, please do not hesitate to call the Atech Offer Information Line on (03) 9690 1077 from within Australia or +61 3 9690 1077 from outside Australia, or visit Atech’s website at www.atechholdings.com.

Yours faithfully,

==> picture [576 x 95] intentionally omitted <==

Mr. Donald Low

Chairman

Atech Holdings Ltd

==> picture [576 x 96] intentionally omitted <==

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3. SUMMARY OF THE OFFER AND HOW TO ACCEPT IT

This summary of the Offer should be read together with the detailed information set out elsewhere in this Offer Statement. You should read this booklet in its entirety before deciding whether to accept the Offer.

The Offer

Atech is offering to buy all of your Alpha Wealth Financial Services Shares on the terms set out in Section 12 of this Offer . The Offer relates to all Alpha Wealth Financial Services Shares that exist as at 5:00 pm (AEDT) on the Record Date.

Offer Consideration

If you accept the Offer, subject to the conditions set out in Section 12 of this Offer Statement, you will be issued and receive:

1 Atech Share in exchange for every 2.75 Alpha Wealth Financial Services Shares that you hold, and
A$0.02 in exchange for each Alpha Wealth Financial Services Share that you hold

Offer Period

The Offer will commence on 29 October 2010 and is scheduled to end at 5:00 pm (AEDT) on 26 November 2010, unless extended at the discretion of Atech.

Payment Date

If you accept the Offer, you will be issued the Atech Share/s and receive the cash to which you are entitled at the earlier of:

One month after the Offer is accepted or one month after all the conditions are fulfilled or waived by Atech; and
21 days after the end of the Offer Period.

Conditions to the Offer

The Offer is subject to a limited number of conditions which are set out in full in Section 12 of this Offer Statement. The conditions to the Offer, in summary form, are:

all regulatory approvals being obtained and no regulatory action being taken in respect of the Offer or any transaction contained in or contemplated by this Offer ;

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no acquisitions or disposals by Alpha Wealth Financial Services other than in the ordinary course of its business;
no Prescribed Occurrences occurring in relation to Alpha Wealth Financial Services; and
no change, event or condition occurring, being announced, or becoming known to Atech which has had, or is reasonably likely to have, a Material Adverse change on Alpha Wealth Financial Services.

ASX’s reinstatement of Atech Shares to the Official List

No Fees

How to accept the Offer

Atech intends to apply to the ASX for reinstatement to the Official List.

No brokerage fees will be paid by you in accepting the Offer

You may only accept the Offer in respect of all your Alpha Wealth Financial Services Shares. Acceptances must be received before the end of the Offer Period.

To accept the Offer, you must complete the Transfer and Acceptance Form in accordance with the instructions found on the Transfer and Acceptance Form, and return the completed Transfer and Acceptance Form in the enclosed reply paid envelope to the address stated thereon, so it is received before the end of the Offer Period.

There is no cooling off period attached to the acceptance of the Offer. Once you have accepted the Offer, you are unable to withdraw your acceptance.

Important Notice

The information contained in this Section 3 is a summary of the Offer only and is qualified by detailed information set out elsewhere in this Offer. You should read this Offer in its entirety before deciding whether to accept the Offer.

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4. WHY YOU SHOULD ACCEPT THE OFFER

4.1 Alpha Wealth Financial Services will benefit from integrating into Atech’s operations

It is anticipated Alpha Wealth Financial Services will greatly benefit from integrating its business into Atech’s economies of scale, substantially larger resource base and contracts.

Atech is in a position to complete and enhance the opportunities and projects identified and secured by Alpha Wealth Financial Services by providing the significant capital and management expertise required to take full advantage of the Alpha Wealth Financial Services’ commercial contracts.

4.2 The Offer Consideration for your Alpha Wealth Financial Services Shares

By accepting the Offer, you will be issued and receive the following consideration for your Alpha Wealth Financial Services Shares:

1 Atech Share in exchange for every 2.75 Alpha Wealth Financial Services Shares that you hold; plus
A$0.02 in exchange for each Alpha Wealth Financial Services Share that you hold.

4.3 The Board of Alpha Wealth Financial Services recommends that you accept the Offer

The Offer is made to you with the recommendation of the Board of Alpha Wealth Financial Services that you should accept the Offer. Mr. William Tien intends to accept the offer for his Shares in Alpha Wealth Financial Services.

Mr. Tien is also a director and company secretary of Atech.

4.4 You will not incur any brokerage fees

By accepting the Offer you will not incur any brokerage fees that may otherwise be payable on the sale of your Alpha Wealth Financial Services Shares.

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4A. Information for Shareholders in respect of Chapter 2E of the Act

In accordance with the requirements of Chapter 2E of the Corporations Act, and in particular Section 219 of the Act, Mr. Tien and entities associated to Mr. Tien (Tien Entities) are to be considered related parties. As such, the following information is provided to Shareholders to allow them to assess the proposed issue of Shares to the Tien Entities under the terms of the Offer.

4A.1 Identity of the related party

The aggregate interests of the Tien Entities to which a financial benefit may be given under the Offer are based on the interests identified in Table 1:

(i) 6,063,237 Shares; and
(ii) $333,480.04.


	Table 1
Column 1	Column 2	Column 3
Name of Entity to Shares will be issued and payment made	Relationship to Mr Tien	Number of Shares	Payment Amount
TL88 Pty Ltd	Director and beneficiary	5,841,929	$321,313.60
Capital 8 Research Limited	Director and beneficiary	221,308	$12,166.44
Total		6,063,237	$333,480.04

4A.2 Nature of the financial benefit

The nature of the financial benefit to be given to the Tien Entities is:

(i) 6,063,237 issued capital in accordance with the terms of any Bid; and
(ii) a cash payment in the amount of $333,480.04 - being the number of shares held by Tien in AWFS multiplied by $0.02 per share.

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4A.3 Reason and basis for giving the financial benefit

The proposed issue of Shares and payment of cash to the Tien Entities is in recognition of Tien’s involvement and assistance in the establishment of AWFS and the significant contribution Tien has made to its development and success. On a successful bid, the benefits and commercial advantages available through AWFS will become an asset of Atech.

4A.4 Value of the financial benefit

Based on a Share price of $0.20, being the price of the Shares when last traded on ASX in 1998, the value of the financial benefit proposed to be provided to the Tien Entities is estimated as being $1,546,127.40. Care needs to be taken when considering this material as the last sale was over 13 years ago. Shareholders should look to the Independent Experts Report regarding this transaction.

The actual value of the financial benefit, if any, cannot be ascertained until the date in which the Shares are issued to the Tien Entities and Atech securities are re-quoted. If the market price of Shares on that day is higher than $0.20, the value of the financial benefit will be the difference between the total issue price of the Shares, calculated at the issue price of $0.20 per Share, and the total market value of that number of Shares on the date of issue.

4A.5 Advantages and disadvantages of Shareholders approving the Offer and benefit to the Tien Entities

The Directors consider the advantages of the Offer for Shareholders are as follows:

Advantages :

The issue of the Shares and the payment pursuant to the Offer will:

(i) recognise Tien’s involvement and assistance in the establishment of AWFS the acquisition of its projects, their continued support of AWFS since its formation and the significant contribution Tien has made to its development and success; and
(ii) benefit from the synergies of Atech’s broad shareholder base, capital and market contacts, with the expertise and deal flow of Alpha Wealth Financial Services.

Disadvantages:

The issue of the Shares pursuant to the Offer will:

(i) dilute the shareholdings of other Shareholders by approximately 27.3% as noted below in paragraph 4A.8 Dilution effect of transaction on existing Shareholders' interests ; and

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(ii) result in the Company issuing Shares at a price which may be less than the market price of Shares on the day on which the Shares are issued.

4A.6 Trading history

The highest and lowest recorded sale price and last recorded closing price of Shares on ASX in the 12 months prior to the date of lodgment of this Notice of Meeting with ASIC are not relevant as the Company was not quoted in that period.

However, the relevant prices for the 12 month period prior to the securities being removed from the Official List are as follows:

Highest: $0.28 in 1998 Lowest: $0.10 in 1998 Last recorded: $0.20 in 1998

4A.7 Related party's interests pre and post bid

Set out below are details regarding the securities in the Company in which the Tien Entities currently hold an interest and their current voting power as at the date of this Offer.

Securities: NIL Voting Power: NIL %

The details regarding the securities in the Company in which the Tien entities will hold an interest, and the resulting voting power of Tien Entities upon successful completion of the transaction.

Securities: 6,063,237 Voting Power: 19.75 %

4A.8 Dilution effect of transaction on existing Shareholders' interests

The Company currently has the following issued capital:

No. of Shares
8,372,324	Shares issued as part of acquisition (on full acceptance)
30,699,730	Shares on issue post acquisition

The dilution effect is 27.3%.

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5 OVERVIEW OF ATECH

5.1 Company overview and history

Atech Holdings Ltd is an Australian public company whose core activities consist of the investment and management of cash and investments.

In the 1998 financial year the company applied for suspension of the listing of its securities at that time. Since that time the funds were invested where appropriate to acquire shares on stock markets.

Further proposed business to be acquired were considered from 2000 to 2006 including technology based business, property developments and retirement homes projects. These projects never materialised and since that time the company has continued its successful investment into cash and shares.

Amid a tightening economic environment, Atech has worked hard to strengthen its relationship with its business partners, preserve its capital base and secure future opportunities for the company.

5.2 Directors and senior management of Atech

Directors

Mr. Donald Low

Mr. Low holds a Bachelor in Economics from the University of Western Australia. Mr. Low has extensive experience in corporate advisory, finance and management in various sectors that include plantations, telecommunications, manufacturing, infrastructure development and financial services.

Mr. Low has served on many boards of both private and publicly listed companies in Asia and Europe. He was the Acting Chief Executive Officer & Executive Director of Anglo-Eastern Plantations Plc, a fully listed company on the London Stock Exchange. He also sits as a Non-Executive Director/Chairman of the Audit Committee of Oriental Media Group Berhad, a digital media company listed on the ACE Board of Bursa Malaysia (the Malaysian Stock Exchange).

Mr. Low holds no shares or options in Atech.

Mr. Mohd Nadzir Bin Mahmud (Non-Executive Director)

A Barrister-at-Law from London Mr. Bin Mahud was called to the English Bar in 1973 and admitted and enrolled as an Advocate and Solicitor to the High Court Malaya in 1974. Mr. Bin Mahmud completed his post-graduate studies in Business Administration at Harvard University Graduate School of Business Administration USA (1981).

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Mr. Bin Mahmud has been actively involved in corporate mergers and acquisitions for the last 20 years. He has previously served in various senior management positions as Executive Director in both local and international companies and is currently a legal practitioner in Malaysia.

Mr. Bin Mahmud holds 2,631,579 Ordinary Shares in Atech.

Mr. Shane Casey Peter (Non Exec. Director)

Mr. Peter holds a degree in Mechanical Engineering with Honours.

Mr. Peter has held directorships in corporations across a number of industrial sectors in Asia. His particular areas of expertise include corporate administration and workplace recruitment.

Mr. Peter has also held the position of Mechanical Engineer in various Multi-National companies. He was involved in the establishment of a civil and structural engineering design company. Mr. Peter was then involved as a consultant on oil and gas heavy steel structures and piping fabrication for offshore rigs and platform and onshore chemical plants.

Mr. Peter currently holds 3,684,211 Ordinary Shares in Atech.

Mr. William Tien (Director / Company Secretary)

William Tien has obtained a broad experience in all aspects of technology, acquisition and merger management. His specialties are competitive analysis, financing, franchising and mergers and acquisitions.

He has broad experience as a finance broker for deals across Australia and China. He also specialises in reverse takeover of ASX listed companies, and has assisted Progen, Harrington and Voicenet.

William Tien was also CEO and Founder of Timemac Solutions Ltd, a company that was listed on the Australian Stock Exchange. The company specialised in technology development including business plan and sales strategies in commercialising new innovative products and services.

Mr. Tien is the Company Secretary a Director of Atech and the Sole Director of Alpha Wealth Financial Services. He has excluded himself from any decision making process for Atech in so far as it relates to Alpha Wealth Financial Services.

Mr. Tien’s direct and indirect interests in Atech securities in the merged group and other financial benefits payable to Mr. Tien arising out of the Offer are set out in detail in this document.

Currently Mr. Tien holds no shares or options in Atech.

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5.3 Business Overview

(a) Current Atech Corporate structure

Atech has two wholly owned subsidiaries

			%
Name	of Entity	ACN	owned
SEAA	(151 STUART ST SOUTH MELBOURNE) Pty	075 985 956	100%
Ltd
SEAA	(BORONIA) Pty Ltd	079 202 887	100%

(b) Location of Office

Atech Holdings Ltd 346 Kings Way South Melbourne, Victoria 3205

5.4 Financial information

The historical financial information presented and explained in this Section 5 relates to Atech on a stand-alone basis. Accordingly, it does not reflect any impact of the Offer. It is a summary only and should be read in conjunction with the risks and assumptions underlying their preparation are set out in Atech’s annual reports available on Atech’s website (www.atechholdings.com), the ASX and in Atech’s other announcements.

5.5 Historical financial information

Set out on page 16 is a summary of Atech’s historical financial statements at 30 June 2010. The consolidated financial statements incorporate the assets and liabilities listed above as at 30 June 2010.

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Balance sheet

Current Assets Cash & cash equivalents Trade and other receivables Total Current Assets Non-Current Assets Property, plant and equipment Other financial assets Total Non-Current Assets Total Assets Current Liabilities Trade and other payables Total Current Liabilities Total Liabilities Net Assets Equity Contributed equity Accumulated losses Total Equity	Consolidated Entity Parent Entity 2010 $ 2009 $ 2010 $ 2009 $ 1,850,294 1,953,713 1,850,294 1,953,713 122,131 153,857 122,131 153,857
	1,972,425 2,107,570 1,972,425 2,107,570
	2,062 2,824 2,062 2824 0 - 12 12
	2,062 2,824 2,074 2,836
	1,974,487 2,110,394 1,974,499 2,110,406
	30,093 35,569 1,161,999 1,167,475
	30,093 35,569 1,161,999 1,167,475
	30,093 35,569 1,161,999 1,167,475
	1,944,394 2,074,825 812,500 942,931
	4,487,232 4,487,232 4,487,232 4,487,232 (2,542,838) (2,412,407) (3,674,732) (3,544,301)
	1,944,394 2,074,825 812,500 942,931

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5.6 Atech’s issued securities

As at the date of this Offer , Atech has on issue:

Type of	Number	Class
Security
Shares	22,327,406	Ordinary Fully Paid

As at the date of this Offer Statement, the top 20 Atech Shareholders are:

Rank	Name	Shares	% Held
1	Peter Shane Casey	3,684,211	16.50%
2	Rahman Ridwan Bin Abd	2,912,000	13.04%
3	Mahmud Mohd Nazir B	2,631,579	11.79%
4	People First Retmnt Svcs	2,210,169	9.90%
5	Tan Tuan Tong	950,000	4.26%
6	PFR Holdings Pty Ltd	812,285	3.64%
7	Hashim Tan Sri Dato T B	675,000	3.02%
8	Orow Nabil	551,850	2.47%
9	Choo Cheng Tong Wilfred	527,981	2.37%
10	Kay Choi Man	500,000	2.24%
11	Jade Tower Ltd	489,210	2.19%
12	Chui Alan	420,000	1.88%
13	Secure Horizons PL	250,000	1.12%
14	Seng Richard Ng Keok	202,000	.90%
15	Lim Kwee Beng	151,483	.68%
16	Fang Reynold	150,000	.67%
17	Chua Kian Meng	150,000	.67%
18	Ariffin Puan S M A B	100,000	.45%
19	Tang Wee Loke	100,000	.45%
20	Chui Nellie	89,758	.40%

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5.7 Constitution

The rights attaching to ownership of Atech Shares are detailed in Atech’s Constitution. The following is a summary of the material provisions in the Constitution.

Voting

At a general meeting, every Atech Shareholder present in person or by proxy, attorney or representative has one vote on a show of hands and on a poll, one vote for every fully paid share held. At a general meeting a resolution is decided by a show of hands unless a poll is demanded. On a poll, every Atech Shareholder is entitled to one vote for every share held or a fraction of a vote for a share on which payment remains owing.

A poll may be demanded by the Chairperson, by at least three Atech Shareholders present in person or by proxy, or by any one or more Atech Shareholders who are together entitled to not less than 5% of the total voting rights of all the Atech Shareholders having the right to vote on the resolution on a poll.

General Meetings

Each Atech Shareholder is entitled to receive notice of and, except in certain circumstances, to attend and vote at general meetings of Atech and receive all financial statements, notices and other documents required to be sent to Atech Shareholders under Atech’s Constitution, the Corporations Act or the ASX Listing Rules.

Dividends

Subject to any special rights or restrictions attaching to a class of shares, the profits of Atech which the Directors may from time to time distribute by way of dividend are divisible amongst Atech Shareholders in proportion to the amounts paid up on the Atech Shares held by them.

Transfer of Atech Shares

Holders of Atech Shares may transfer them by a proper transfer affected in accordance with the Listing Rules and the Corporations Act.

The Directors may refuse to register a Transfer of Atech Shares where the refusal to register the transfer is permitted or prescribed under the ASX Listing Rules or the Corporations Act.

Issue of further Atech Shares

The Directors may (subject to the restrictions on the issue of Atech Shares imposed by the Constitution, the ASX Listing Rules and the Corporation Act) issue, grant options in

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respect of, or otherwise dispose of further Atech Shares on such terms and conditions as they see fit.

Winding up

Subject to any special or preferential rights attaching to any class or classes of shares on a winding up of Atech, any surplus assets of Atech will be distributed to Atech Shareholders in proportion to the capital paid up on the Atech Shares held by them respectively.

5.8 Atech’s share market performance

Atech Shares are currently listed on the ASX but has been unquoted for the past twelve years.

5.9 Proposed corporate structure following the Offer

Following the successful completion of the Offer, Alpha Wealth Financial Services will be a 100% owned subsidiary utilised as a special purpose vehicle for future transactions.

5.10 Atech ASX announcement and disclosure requirements

Atech is a disclosing entity for the purposes of the Corporations Act. As a disclosing entity, it is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules. Information concerning Atech is publicly available and may be accessed by referring to the ASX website (Code: ATH). Copies of documents lodged with ASIC in relation to Atech may also be obtained from, or inspected at, Atech’s head office.

A list of announcements made by Atech to ASX between 31 August 2009 and the date of this Offer Statement is listed in the Annexure A. This information may be relevant to your assessment of the Offer. Copies of these announcements are available from the ASX website.

5.11 Corporate Governance

The Directors of Atech are responsible for the corporate governance of Atech. The Director’s guide and monitor the business and affairs of Atech on behalf of the shareholders by whom they are elected and to whom they are accountable.

Full details of Atech’s corporate governance practices and policies can be found in its Corporate Governance Statement in its annual report, available on Atech’s website (www.atechholdings.com) and in Atech’s ASX announcements.

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5.12 PROFORMA CONSOLIDATED BALANCE SHEET

ATECH HOLDINGS LIMITED

PROFORMA CONSOLIDATED BALANCE SHEET

Current Assets Cash & cash equivalents Trade & other receivables Total Current Assets Non-Current Assets Acquisition of Alpha Property, plant & equipment Total Non-Current Assets Total Assets Current Liabilities Trade & other payables Total Current Liabilities Total Liabilities Net Assets Equity Issued capital Accumulated losses Total Equity	Balance at Movement Note 30 June 2010 June to November 2010 1,850,294 -460,478 2 122,131 1,972,425 0 5,065,256 3 2,062 2,062 1,974,487 30,093 30,093 30,093 1,944,394 4,487,232 4,604,778 1 -2,542,838 1,944,394	Proforma Balance at 15 November 2010 1,389,816 122,131
		1,511,947
		5,065,256 2,062
		5,067,318
		6,579,265
		30,093
		30,093
		30,093
		6,549,172
		9,092,010 -2,542,838
		6,549,172

Issue of 23,023,890 fully paid shares of $0.20 to Alpha
Payment of $460,478 to Alpha
Acquisition value of Alpha

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6 OVERVIEW OF ALPHA WEALTH FINANCIAL SERVICES

6.1 Company overview and history

Alpha Wealth Financial Services Pty Ltd is an advisory services company specialising in corporate merger and acquisition, and wholesale capital raising.

6.2 Director of AWFS

Sole Director

William Tien has obtained extensive experience in all aspects of technology, acquisition and merger management. His specialties are competitive analysis, financing, franchising and mergers and acquisitions.

He has broad experience as a finance broker for deals across Australia and China. He also specialises in reverse takeover of ASX listed companies, and has also assisted Progen, Harrington and Voicenet.

As well as being the Sole Director of Alpha Wealth Financial Services Pty Ltd, Mr. Tien is the Company Secretary and Director of Atech Holdings Ltd. Mr. Tien has excluded himself from any decision making procedures for Atech in so far as they relate to Alpha Wealth Financial Services.

(a) Business


Services	Current Projects	Contracts

Company Secretarial	Atech Holdings Ltd	$3,000 per month
Assistance with capital and debt restructuring, re- quote on Chinese market	China Co. (name withheld for confidentiality)	$1,000,000 plus hourly rates
Capital raisings Introduction of Chinese investment opportunities	ECSI Limited	5% of amount raised − $100,000 per annum plus success fees
Assistance with reverse merger onto ASX	Hong Kong Co. (name withheld for confidentiality)	A$500,000

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(b) Location Details of Offices

Shanghai

Address: 19th Floor, No. 2668 Zhongshan North Road Putuo District, Shanghai 200063 China

Sydney

Address: 346 Kings Way South Melbourne VIC 3205 Phone: +613 9690 1077 Fax +613 9012 4404

6.3 Information about Alpha Wealth Financial Services Shares

(a) Capital Structure

There are currently 23,023,890 shares on issue, held by sixteen shareholders.

(b) Details of Atech’s relevant interests in Alpha Wealth Financial Services

At the date of this Offer Statement, Atech has no relevant interest in Alpha Wealth Financial Services.

(c) Details of Atech’s voting power in Alpha Wealth Financial Services

At the date of this Offer Statement, Atech has no voting power in Alpha Wealth Financial Services.

6.4 Financial information

The historical financial information presented and explained in this Section 6 relates to Alpha Wealth Financial Services on a stand-alone basis. Accordingly, it does not reflect any impact of the Offer. It is a summary only and should be read in conjunction with the risks and assumptions underlying their preparation set out in Alpha Wealth Financial Services annual reports available from ASIC.

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Set out below is a summary of Alpha Wealth Financial Services Pty Ltd Unaudited Balance Sheet as at 30 June 2010.

ALPHA WEALTH FINANCIAL SERVICES PTY LTD

UNAUDITED BALANCE SHEET AT 30TH JUNE 2010

Current Assets Cash & cash equivalents Loan Total Current Assets Non-Current Assets Property, plant & equipment Total Non-Current Assets Total Assets Current Liabilities Loans Total Current Liabilities Total Liabilities Net Assets Equity Issued capital Accumulated losses Total Equity	Balance at 30/06/10 268,529 165,944
	837,400
	41,835
	41,835
	879,235
	249,424
	417,169
	417,169
	462,066
	116,429 345,637 462,066

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7. ATECH’S INTENTIONS IN RELATION TO ALPHA WEALTH FINANCIAL SERVICES

7.1 Introduction

This Section 7 sets out the current intentions of Atech in relation to:

the continuation of the business of Alpha Wealth Financial Services; and
any major changes to the business of Alpha Wealth Financial Services; and
the future employment of present employees of Alpha Wealth Financial Services.

This Section 7 sets out Atech’s intention on the basis of the facts and information concerning Alpha Wealth Financial Services and the circumstances affecting the business of Alpha Wealth Financial Services which are known to Atech as the time of preparation of this Offer Statement. It is the intention of Atech to undertake a detailed review of the business, assets, operations, contracts, transactions and employees/consultants of Alpha Wealth Financial Services following the close of the Offer. Any final decision on these matters will only be reached in the light of all material facts and circumstances at the relevant time and once Atech has had an opportunity to conduct a detailed review of such material facts and circumstances concerning Alpha Wealth Financial Services.

Accordingly, the statements set out in Section 7 are statements of current intention only and may vary as new information becomes available or circumstances change. Only upon completion of the detailed review of Alpha Wealth Financial Services will Atech be in a position to finally determine its intentions. Naturally Atech will, where appropriate, benefit from the assistance of Mr. William Tien.

7.2 Rationale for the Offer

Atech makes the Offer for your Alpha Wealth Financial Services Shares with the intention of incorporating Alpha Wealth Financial Services’ operations into Atech.

The Offer, if accepted by the Shareholders of Alpha Wealth Financial Services will strengthen Atech’s contacts and capacity to seek further opportunities.

7.3 Intention upon acquisition of greater than 50% of Alpha Wealth Financial Services Shares

(a) Directors

The company will change its status from that of a sole director company.

(b)

Office and Employees

Atech anticipates it will centralise Alpha Wealth Financial Services corporate functions, including company secretarial, treasury, financial management, legal, risk management and overall corporate administration to reduce or eliminate duplication of resources

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where appropriate. Atech also intends to retain all of Alpha Wealth Financial Services employees.

(c)

Operations

Atech will seek to conduct an immediate review of Alpha Wealth Financial Services business, operations and assets. The review aims to identify:

Business opportunities and areas of revenue generation that provide overall strategic and operational benefits to Atech;
Areas of cost saving that provide overall strategic and operational benefits to Atech;

It is anticipated that the review may or may not lead to changes in the business, operations and assets of Alpha Wealth Financial Services contrary to the statements of intention contained in Section 7. However, as at the date of this Offer Statement, Atech does not have any intention to make any change to Alpha Wealth Financial Services business, operations and assets.

7.3 Intention upon acquisition of 90% or more of Alpha Wealth Financial Services Shares

Atech intends to immediately proceed with compulsory acquisition of all outstanding Alpha Wealth Financial Services Shares[1] .

Atech will amend the Constitution of Alpha Wealth Financial Services to reflect its status as a wholly-owned subsidiary of Atech.

7.4 Intentions Generally

Whether or not Alpha Wealth Financial Services becomes wholly owned or majority owned by Atech other than to the extent set out in Section 7, it is the present intention of Atech, based on the information presently known to it to:

Continue the business of Alpha Wealth Financial Services;
Not to make major changes to the business of Alpha Wealth Financial Services; and
Subject to the statements set out at Section 7.3(b), maintain the employment of Alpha Wealth Financial Services’ existing employees in the same capacity and on the same or substantially same terms.

1 In accordance with the relevant provisions of Part 6A.2 of the Act, where a person holds 90% in relation to a class of securities of a company, that person may compulsorily acquire the remaining securities of the class where they follow the procedure set out in Part 6A.2 of the Act. This procedure involves the provision of an expert's report (prepared by a person nominated by ASIC) to those shareholders which must state whether the proposed acquisition provides fair value for the securities.

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8. SOURCE OF CONSIDERATION

8.1 Amount payable

As at the date of this Offer, Alpha Wealth Financial Services has on issue 23,023,890 shares. As Atech does not hold any securities in Alpha Wealth Financial Services, all Alpha Wealth Financial Services Shares are available for acquisition by Atech under the Offer. The actual Offer Consideration is:

a) One Atech Share for every 2.75 Alpha Wealth Financial Services Shares; and
b) A$0.02 for every Alpha Wealth Financial Services Share.

8.2 Source of Funds

The source of funds for the Offer is cash at bank of $1,850,294 held by Atech.

9. TAX CONSIDERATIONS

9.1 Introduction

The following is a general description of the Australian income and capital gains tax consequences to Alpha Wealth Financial Services Shareholders in acceptance of the Offer. It is intended only for Alpha Wealth Financial Services Shareholders resident in Australia for income tax purposes. Alpha Wealth Financial Services Shareholders who are not resident in Australia for tax purposes should take into account the tax consequences under the laws of their country of residence, as well as under Australian law, of acceptance of the Offer.

This summary is based upon the law in effect at the date of this Offer Statement. It does not take into account or anticipate changes in the law, nor does is it intended to be an authoritative or complete statement of the law applicable to the particular circumstances of every Alpha Wealth Financial Services Shareholder. Moreover this summary is not intended for Alpha Wealth Financial Services Shareholders who acquired their share in respect of their (or an associate’s) employment at Alpha Wealth Financial Services (or an associated company).

The tax consequences for Alpha Wealth Financial Services Shareholders who accept the offer will depend on a combination of factors, including:

(a) the residency status of the Alpha Wealth Financial Services Shareholder; and

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(b) whether the Alpha Wealth Financial Services Shareholder holds the Alpha Wealth Financial Services Share as a capital investment, revenue asset, or trading stock.

The comments set out in this Section 9 do not constitute tax advice and you should seek independent specialist advice before accepting the Offer.

9.2 Alpha Wealth Financial Services held as a capital investment

The sale of your Alpha Wealth Financial Services Shares will involve the disposal of your Alpha Wealth Financial Services Shares by way of transfer to Atech. This change of ownership of your Alpha Wealth Financial Services Shares will constitute a CGT event for CGT purposes. The date of disposal for CGT purposes will be the date that you accept the Offer. If, for any reason the Offer does not proceed, no disposal event will occur and no CGT implications will arise.

If you are an Australian resident you may make a capital gain or a capital loss from the disposal of your Alpha Wealth Financial Services Shares. These amounts will be relevant in determining whether you have a net capital gain to include in your taxable income for the year.

However, you should be aware that the CGT regime only took effect from 20 September 1985. Therefore, if you acquired your shares in Alpha Wealth Financial Services before 20 September 1985, then, unless you are deemed to have acquired your Alpha Wealth Financial Services Shares on or after 20 September 1985, any capital gains or losses on shares acquired before 20 September 1985 is disregarded for the purpose of CGT.

(a) Capital gain

A capital gain would arise if the capital proceeds from the disposal of your Alpha Wealth Financial Services Shares are more than the cost base (or in some cases, the indexed cost base) of those shares.

The capital proceeds of the CGT event will be the cash received or receivable and the market value of any other property received or entitled to be received by you in respect of the disposal of your Alpha Wealth Financial Services shares.

The cost base of your Alpha Wealth Financial Services Shares will generally be their cost of acquisition plus any incidental costs of acquisition (such as brokerage and stamp duty).

Alpha Wealth Financial Services Shareholders who are individuals, complying superannuation entities or trustees and who do not or cannot elect to adjust their cost base for indexation (as outlined above) should generally be entitled to discount the amount of the capital gain in respect of the disposal of the Alpha Wealth Financial Services Shares if they have held their Alpha Wealth Financial

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Services Shares for more than 12 months before the date of disposal (referred to as the ‘CGT Discount’ ).

The CGT Discount (after the application of capital losses) on disposal of the Alpha Wealth Financial Services Shares would in the case of individuals and trustees be 50%, and in the case of complying superannuation entities to be one third. Alpha Wealth Financial Services Shareholders which are companies do not qualify for a CGT discount.

Capital gains and capital losses of a taxpayer in a year of income are aggregated to determine whether there is a net capital gain. Any net capital gain is included in assessable income and is subject to income tax. Capital losses may not be deducted against other income for income tax purposes, but may be carried forward to offset against future capital gains.

(b) Capital Loss

If the capital proceeds are less than the reduced cost base of your Alpha Wealth Financial Services Shares, a capital loss would arise. Generally, the reduced cost base of your Alpha Wealth Financial Services Shares is the cost base without any adjustment for indexation. The CGT Discount does not apply to capital losses.

(c)

Scrip for scrip roll-over

If, as a result of the Offer, Atech acquires Alpha Wealth Financial Services Shares, Alpha Wealth Financial Services Shareholders who would otherwise make a capital gain from the disposal of their Alpha Wealth Financial Services Shares pursuant to the Offer, may elect to obtain a scrip for scrip roll-over relief in relation to any capital gain that is referable to the Atech Shares received as consideration through the election to accept the Offer Consideration.

Where scrip for scrip roll-over relief is obtained by an Alpha Wealth Financial Services Shareholder, any capital gain that is referable to the Atech Shares received as consideration may be disregarded and effectively deferred until the Atech Shares are disposed of.

The effect of obtaining scrip for scrip roll-over relief is that Alpha Wealth Financial Services Shareholders who make a capital gain on acceptance of the Offer can:

Defer the capital gain made on the disposal of their Alpha Wealth Financial Services Shares to the extent that it is referable to the Atech Shares received as consideration until they dispose of any Atech Shares; and
Proportionally retain the cost base of their Alpha Wealth Financial Services Shares as the cost base of the Atech Shares received as

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consideration, to the extent that the consideration received for those Alpha Wealth Financial Services Shares is a replacement Atech Share (i.e., the case component of the Offer Consideration is excluded from the calculation of the cost base).

Note that if an Alpha Wealth Financial Services Shareholder realises a capital loss from accepting the Offer, scrip for scrip roll-over relief will not be available. Capital losses can only be offset against capital losses realised by the Alpha Wealth Financial Services Shareholder in the same year of income, or in subsequent years of income, subject to the satisfaction of any relevant tax loss recoupment tests.

Note that the benefit of obtaining scrip for scrip roll-over relief will depend on the individual Alpha Wealth Financial Services Shareholder’s particular circumstances. For example, Alpha Wealth Financial Services Shareholders may prefer to realise a capital gain if they have a prior year capital loss from which they wish to recoup, rather than gaining scrip for scrip roll-over relief. As such, the above comments should not be construed as advice or recommendation.

The Directors of Atech strongly advise Alpha Wealth Financial Services Shareholders to consult their own professional advisers to obtain advice that is specific to individual circumstances .

9.3 Alpha Wealth Financial Services Shares held as a revenue asset

Australian residents who acquired their Alpha Wealth Financial Services Shares for the dominant purpose of reselling them at a profit, or are in the business of trading in securities, may be considered to be holding onto the shares as revenue assets. Where this is the case, general income tax provisions (rather than capital gains tax provisions) in respect of the profit or loss made from the disposal of the Alpha Wealth Financial Services Share will apply.

In those circumstances, a taxable gain will arise if the Offer Consideration exceeds the Shareholder’s costs for acquiring the Alpha Wealth Financial Services Shares. Correspondingly, a loss will arise if the Offer Consideration is less that the shareholder’s costs for acquiring the Alpha Wealth Financial Services Shares. This loss may be offset against profits or capital gains made by the Alpha Wealth Financial Services Shareholder.

9.4 GST considerations

Alpha Wealth Financial Services Shareholders should not be liable for GST in respect of a disposal of Alpha Wealth Financial Services Shares.

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10. RISK FACTORS

10.1 Introduction

In deciding whether or not to accept the Offer, Atech strongly recommends you to read the Offer Statement in its entirety and consult with your professional advisors. You should also carefully consider the risk factors outlined in this Section 10. Before deciding to accept the Offer Consideration, you should be aware of the economic and business risks involved in investing with Atech. There are numerous risks associated with Atech’s business, many of which are beyond the control of Atech and its Directors due to the inherent nature of such risks. Neither Atech nor its Directors guarantee the future value of the shares in Atech, the payment of any dividends or the return of capital.

The Directors of Atech emphasis that the risk factors set out below may not be the only risks that could affect the operations of Atech. Should any of the following risks materialise, Atech’s business, financial condition and operational results are likely to suffer, the trading price of Atech Shares may fall and you may lose all or part of your investment.

If you do not understand any of the contents of this Offer Statement or you are in doubt as to the course of action you should take, you should consult your stockbroker, accountant or other professional adviser without delay.

10.2 General risk factors that pertain to the economy and stock market

Atech is not currently listed on the ASX. The Directors of Atech do not guarantee that Atech will be relisted on the ASX. The Company will continue to make all reasonable efforts to fulfill the ASX requirements for relisting, but the final decision is subject to the discretion of the ASX.

Fluctuations in the global economic conditions as well as general trends in the Australian and overseas markets may affect the trading price of Atech Shares on the ASX. An investment in Atech involves general risks associated with any investment in shares of a company that is listed on the ASX.

Set out is a summary of the general risk factors:

(a) Fluctuations in the stock market

The price of securities listed on the ASX may rise or fall due to numerous factors which may affect the market performance of Atech. The Offer carries no guarantee in respect of profitability, dividends, return of capital or the price at which Atech trades on the ASX.

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The securities prices of many companies have in recent times been subject to fluctuations which in many cases may reflect a diverse range of non-company specific influences such as interest rates, commodity prices, currency movements, global hostilities and tensions, acts of terrorism and the general state of the economy.

Recently, volatility in the stock market has resulted in significant price volatility that in many circumstances is unrelated or disproportionate to the operating performance of companies. Such market fluctuations may materially and adversely affect the value of Atech Shares.

No assurances can be given that Atech’s market performance will not be adversely affected by any such market fluctuations of factors.

(b) Changes in regulatory environment

Changes to laws (including tax laws), regulations, accounting standards which apply to Atech from time to time may materially adversely impact the operating and financial performance and cash flows of Atech.

A change in the legislative environment could result in an increase in compliance costs.

(c)

Political risks

War or terrorist attacks anywhere in the world could result in a decline in economic conditions worldwide or in a particular region, which could produce an adverse effect on the business, financial condition and financial performance of Atech.

(d)

Funding risks

Atech will rely on third parties to fund its ventures and transactions. Banks and other non bank lenders may cease lending and interest rates may become exceedingly high which may affect new business. Currency fluctuations could also affect funding facilities.

From time to time, Atech may require further financing to fund its activities. Any additional equity financing may result in a dilution of a shareholder’s shareholding in Atech.

(e)

Interest rates

Atech, as a provider and arranger of deals, transaction and asset management is exposed to the strength of the money market in Australia and overseas. Any movements in interest rates and/or exchange rates that reduce the demand for

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asset management or the profitability of transactions may adversely affect the operations of Atech.

(f) Reliance on key management

The responsibility of overseeing the day-to-day operations and the strategic management of Atech is substantially dependent upon its management and its key personnel. There can be no assurance given that there will be no substantial impact on Atech if one or a number of these employees or consultants cease to provide services to Atech.

10.3 Risks arising from the Offer

(a) Integration risks

Integrating two companies such as Atech and Alpha Wealth Financial Services can produce numerous risks. These include difficulties in integrating management, information systems and work practices. Accordingly the increased costs in integrating the companies may have material adverse effects.

(b) Price of Atech Shares

Under the Offer, it is likely Atech will issue a significant number of shares pursuant to the acceptance of the Offer. Some current shareholders of Atech may not intend to continue to hold their Atech Shares and seek to sell their Shares on the ASX. If a significant number of Atech Shareholders sell their shares on the ASX, this may have a material adverse effect on the price at which Atech trades.

11. ADDITIONAL INFORMATION

11.1 Regulatory issues

The Offer is subject to a condition that no decision (preliminary or final) of any Regulatory Agency is in effect, and that no application is commenced by, or made to, any Regulatory Agency, which restrains or prohibits (or, if granted, could restrain or prohibit) or otherwise materially adversely impact upon the Offer or completion of any transaction contemplated by the Offer.

11.2 Consents

Security Transfer Registrars Pty Ltd ABN 95 008 894 488 has given and not withdrawn its consent to be named in this Offer as the Registry.

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11.3 Date for determining holdings of Alpha Wealth Financial Services Shares

The date for determining the people to whom information about the Offer is to be sent is the Record Date.

11.4 No Other material information

As at the date of the Offer, and except as set out elsewhere in this Offer, there is no other information which:

(a) is material to the making of the decision by a person to whom the Offer is made whether or not to accept the Offer;
(b)
is known to Atech; and
(c) has not previously been disclosed to the holders of Alpha Wealth Financial Services Shares.

11.5 Consideration provided for Alpha Wealth Financial Services Shares in the previous four months

Except as set out in this Offer, Atech and its Associates have not acquired or disposed of Alpha Wealth Financial Services Shares during the four month period before the date of the Offer

11.6 Inducing benefits given to Alpha Wealth Financial Services during previous four months

Except as set in this Offer, Atech and its Associates have not, during the four months before the date the Offer, given, offered or agreed to give, a benefit to another person where the benefit was likely to induce the other person to accept the Offer or dispose of Alpha Wealth Financial Services Shares, which benefit was not offered to all shareholders of Alpha Wealth Financial Services under the Offer.

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12. TERMS AND CONDITIONS OF OFFER

12.1 The Offer

(a) Atech offers to acquire from you, on the terms and subject to the conditions of the Offer as set out in this Section 12, all of your Alpha Wealth Financial Services Shares together with all Rights attaching to them. By accepting the Offer, you undertake to transfer to Atech not only your Alpha Wealth Financial Services Shares but also all Rights attaching to them.
(b) Atech’s Offer Consideration for the acquisition of all your Alpha Wealth Financial Services Shares is:
(i) One (1) Atech Share for every 2.75 Alpha Wealth Financial Services Shares; and
(ii) A$0.02 for every Alpha Wealth Financial Services Share you hold.
(c) The Offer extends to all persons registered as the holder of Alpha Wealth Financial Services Shares in the register of Alpha Wealth Financial Services Shareholders as at 5:00pm (AEDT) on the Record Date.
(d) The date of the Offer is 29 October 2010.

12.2 Offer Period

(a) Unless the period is extended in accordance with this Section 12.2 or the Offer is withdrawn, the Offer will remain open for acceptance during the period commencing on the date of the Offer and ending at 5:00pm (AEDT) on 26 November 2010.
(b) Atech expressly reserves its right, exercisable in its sole discretion, to extend the period during which the offer will remain open for acceptance or otherwise to vary the offer.
(c) If, within the last seven days of the offer period, the offer is:
(i) Varied to improve the Offer Consideration or
(ii) Atech’s voting power in Alpha Wealth Financial Services increases to more than 50%

Then in either case the offer period will be automatically extended, so that it ends 14 days after the occurrence of the event.

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12.3 Who may accept the Offer?

(a) Subject to Section 12.3(c) of this Offer, the Offer is made to you as the holder of Alpha Wealth Financial Services shares registered in your name, in the register of shareholders of Alpha Wealth Financial Services at 5.00pm (AEDT) on the Record Date.
(b) If:
(i) at the time the Offer is made to you, or at any time during the Offer Period and before you accept the Offer, another person is registered as the holder of some or all of your Alpha Wealth Financial Services (referred to as “ Transferred Shares” ) to which the Offer relates, then:
- (A) a corresponding Offer shall be deemed to have been made at that time to that other person in respect of the Transferred Shares;
- (B) a corresponding Offer shall be deemed to have been made to you in respect of your Alpha Wealth Financial Services Shares other than the Transferred Shares; and
- (C) the Offer shall be deemed to have been withdrawn immediately after making such corresponding offers.
(ii) If at the time during the Offer Period you are registered as the holder of one or more parcels of Alpha Wealth Financial Services as trustee or nominee for, or otherwise an account of, another person, you may accept as if a separate and distinct Offer had been made in relation to each of those parcels and any parcels you hold in your own right, on the same terms and conditions as set out in Section 12 of this Offer. In order to validly accept the Offer for each parcel of Alpha Wealth Financial Services, you must complete the Acceptance form and return it to Atech on or before the end of the Offer period and otherwise in accordance with the procedure set out in Section 12.4 of this document
(iii) If for the purpose of the complying with requirements set out in Sections 12.3(b)(i) and 12.3(b)(ii), you require additional copies of this Offer, please call the Atech Offer Information Line on (03) 9690 1077 from within Australia or +613 9690 1077 from outside Australia to request additional copies.
(c) If your address as shown in the Alpha Wealth Financial Services register of shareholders is a place outside of Australia, its external territories and New Zealand, then you are considered to be a Foreign Shareholder. If you are a Foreign Shareholder and accept the Offer Consideration Atech will arrange for a

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nominee sale of your Alpha Wealth Financial Services Shares in accordance with Section 12.3(d); and

(d) If any Foreign Shareholder accepts the Offer Consideration, Atech will:
(i) arrange for the issue to a nominee approved by ASIC of the number of Alpha Wealth Shares to which you and all other Foreign Shareholders would have been entitled;
(ii) cause the nominee to offer for sale those Alpha Wealth Financial Services Shares as soon as practicable after the end of the Offer Period in such manner, at such price and on such other terms and conditions as determined by the nominee;
(iii) Cause the amount ascertained in accordance with the formula below to be paid to you:

Net proceeds of sale × [A ÷ B]

Where:

Net proceeds of sale is the amount remaining after deducting the expenses of sale and the appointment of the nominee from the total proceeds of sale of Alpha Wealth Financial Services Shares issued to the nominee under this Section 12.3(d);

A is the number of Alpha Wealth Financial Services Shares which would, but for this Section 12.3(d), have been issued to you; and

B is the total number of Alpha Wealth Financial Services Shares issued to the nominee under this Section 12.3(d).

12.4 How to accept the Offer

(a) The Offer is for the acquisition by Atech of all your Alpha Wealth Financial Services Shares.
(b) You may only accept the Offer at any time during the Offer Period.
(c)
To accept the Offer, you must:
(i) Complete and sign the Transfer and Acceptance Form enclosed with this Offer Statement in accordance with the terms and conditions the Offer and the instructions on the Transfer and Acceptance Form;
(ii) Ensure that the Transfer and Acceptance Form (and any other documents required by the terms and conditions of the Offer) are received before the expiry of the Offer Period.

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(d) The completed and signed Transfer and Acceptance Form must be sent by reply paid post to the address indicated below:

Atech Holdings Ltd c/o Security Transfer Registrars PO Box 535 Applecross WA 6953 Australia

12.5 Validity of acceptances

(a) Your acceptance will not be valid unless it is made in accordance with the procedures set forth in section 12.5 of this Offer and the instructions on the Transfer and Acceptance Form. The Transfer and Acceptance Form forms part of the Offer.
(b) You must choose the method of delivery you will use to deliver your Transfer and Acceptance Form set forth in Section 12.4(d). Delivery is at your risk. Alpha Wealth Financial Services Shareholders holding Alpha Wealth Financial Services Shares through stockbrokers, dealers, commercial banks, trust companies or nominees may request these persons to effect the deliveries on their behalf.
(c) Atech will determine, in its sole discretion, all questions as to the form of documents, including the validity, eligibility including time of receipt, and acceptance of Alpha Wealth Financial Services Shares. The determination of Atech will be final and binding on all parties.
(d) Atech may, in its sole discretion, at any time deem any Transfer and Acceptance Form it receives to be a valid acceptance in respect of your Alpha Wealth Financial Services Shares, even if a requirement for acceptance has been compiled with and may waive any requirement of Section 12.4. Payment of the Offer Consideration in accordance with the Offer will not be made until any irregularity has been resolved of waived and until all documents required to procure registration of Atech as a holder of Alpha Wealth Financial Services Shares concerned have been received by Atech.

12.6 The effect of acceptance

By signing and returning the Transfer and Acceptance Form or initiating acceptance of the Offer in accordance with Section 12.4, you will or will be deemed to have:

(a) Accepted the Offer (and any variation of it) irrevocably in accordance with the terms and conditions as set out in Section 12 in respect of all your Alpha Wealth Financial Services Shares;
(b) Agreed to transfer to Atech your Alpha Wealth Financial Services Shares (regardless of the number of Alpha Wealth Financial Services Shares specified in

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the Transfer and Acceptance Form or other acceptance) subject to the Offer being declared free from the conditions set out in Section 12.8 or such conditions being fulfilled or waived;

(c) Irrevocably authorised Atech (by its Directors, officers, servants or agents) to complete on the Transfer and Acceptance Form correct details of your Alpha Wealth Financial Services Shares, fill in any blanks remaining on the Transfer and Acceptance Form, and rectify any error in or omission from the Transfer and Acceptance Form as may be necessary to make the Transfer and Acceptance form an effective acceptance of the Offer and transfer your Alpha Wealth Financial Services Shares to Atech;
(d) Represented and warranted to Atech as a fundamental condition both at the time of acceptance of the Offer and at the time of registration of the transfer of your Alpha Wealth Financial Services Share to Atech, that your Alpha Wealth Financial Services Shares (including any Rights) are fully paid up and free from all mortgages, charges, liens, encumbrances (whether legal or equitable) and restrictions on transfer of any kind and that you have full power, capacity and authority to accept the Offer and sell your Alpha Wealth Financial Services (including the legal and beneficial ownership in those Alpha Wealth Financial Services Shares and any Rights);
(e) Represented and warranted to, and agreed with Atech, that your Alpha Wealth Financial Services Shares in respect of which you have accepted the Offer will be purchased by Atech with all Rights and that you will execute all such instruments that Atech may require for the purpose of vesting in it any such Rights;
(f) Irrevocably appointed Atech and its Directors from time to time jointly and severally as your attorney in your name and on your behalf, with effect from date that the Offer, or any contract resulting from your acceptance of the Offer is rendered void pursuant to Section 12.8;
(g) Irrevocably appointed Atech and each of its Directors, secretaries and officers from time to time jointly and severally as your true and lawful exclusive attorney, agent and proxy in your name and on your behalf, with effect from that date that the Offer, or any contract resulting from your acceptance of the Offer, becomes unconditional, to do all things which you could lawfully do in relation to your Alpha Wealth Financial Services Shares or in the exercise of any right derived from the holding of your Alpha Wealth Financial Services Shares including, without limitation, the rights to:
(i) Attend and vote in respect of your Alpha Wealth Financial Services Shares at any and all meetings of Alpha Wealth Financial Services;

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(ii) Requisition or join with other holders of Alpha Wealth Financial Services Shares in requisitioning and/or convening a meeting of the shareholders of Alpha Wealth Financial Services;
(iii) Demand a poll for any vote to be taken at any meeting of Alpha Wealth Financial Services Shareholders;
(iii) Propose or second any resolutions to be considered at any and all meetings of Alpha Wealth Financial Services Shareholders;
(iv) Execute all forms, transfers, assignments, notices, instruments (including instruments appointing a director of Atech as a proxy in respect of all or any of your Alpha Wealth Financial Services Shares and as may be necessary or desirable to convey your Alpha Wealth Financial Services Shares and Rights to Atech; and
(v) Request Alpha Wealth Financial Services to register in the name of Atech or its nominee your Alpha Wealth Financial Services Shares which you hold on any register of Alpha Wealth Financial Services,

And to have agreed that in exercising the powers conferred by that power of attorney shall be entitled to act in the interests of Atech as the beneficial owner and intended registered holder of your Alpha Wealth Financial Services Shares in respect of which you have accepted the Offer and have further agreed to do all such acts, matters and things that Atech may require to give effect to the matters the subject of this paragraph (including execution of a written form of proxy to the same effect as this paragraph which compiles in all respects with the requirements of the Constitution of Alpha Wealth Financial Services) if requested by Atech.

12.7 Payment of Offer Consideration

(a) Subject to the provisions of this Section 12.7, if you accept the Offer on its terms and conditions and the contract resulting from your acceptance of the Offer become unconditional or any such condition is waived, then Atech will provide the Offer Consideration for your Alpha Wealth Financial Services Shares on or before the earlier of:
(i) one month after the date of your valid acceptance of the Offer or, if the Offer was subject to a defeating condition when you accepted the Offer, then within one month after the contract resulting from your acceptance of the Offer having become unconditional; and
(ii) 21 days after the end of the Offer Period.
(b) Where the Transfer and Acceptance Form requires any additional documents to be delivered (such as a power of attorney) then:

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(i) If those documents are delivered with your Transfer and Acceptance Form, Atech will provide the Offer Consideration in accordance with Section 12.7(a);
(ii) If those documents are delivered after your Transfer and Acceptance Form and before the end of the Offer Period while the Offer is subject to a defeating condition, Atech will provide the Offer Consideration by the earlier of:
- (A) One month after the Offer having become unconditional; and
- (B) 21 days after the end of the Offer Period;
(iii) If those documents are delivered after your Transfer and Acceptance Form and before the end of the Offer Period while the Offer is unconditional, Atech will provide the Offer Consideration by the earlier of:
- (A) One month after the Offer becomes unconditional; and
- (B) 21 days after the end of the Offer Period;
(iv) If those documents are delivered after the end of the Offer Period while the Offer is unconditional, Atech will provide the Offer Consideration within 21 days after those documents are delivered; and
(v) If those documents are delivered after the end of the Offer Period while the Offer is subject to a defeating condition that relates only to the happening of a prescribed Occurrence, Atech will provide the Offer Consideration within 21 days after the Offer having become unconditional.
(c) Payment of the cash amount to which you are entitled by reason of the acceptance of the Offer will be made by cheque drawn on an Australian Bank and drawn in the Australian currency. The cheque will be sent at your risk by prepaid ordinary mail to your address as shown on the Alpha Wealth Financial Services register of shareholders as supplied to Atech and updated from time to time by Alpha Wealth Financial Services.
(d) Payment of the Share Consideration to which you are entitled by reason of the acceptance of the Offer will be made by issuing new Atech Shares into Atech’s issuer-sponsored sub register and sending issue confirmation statement at your risk by prepaid ordinary mail to your address as shown on the Alpha Wealth Financial Services register of Shareholders as supplied to Atech and updated time to time by Alpha Wealth Financial Services.

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(e) Under no circumstances will interest be paid on the Offer Consideration payable under the Offer, regardless of any delay in paying the Offer Consideration or any extension of the Offer.

12.8 Conditions of the Offer

Subject to Section 12.9, the completion of the Offer and any contract that forms as a result of the acceptance of the Offer is subject to the fulfillment of the following condition:

(a) Receipt of regulatory approval

That before the end of the Offer Period, all regulatory approvals and consents required by law, or by a regulatory Agency, as necessary to permit:

(i) The Offer to be lawfully made by Atech and lawfully accepted by Alpha Wealth Financial Services shareholders; and
(ii) The transactions contemplated by this Bidders Statement, including full, lawful and effectual implementation of Atech’s current intentions as set out in Section 7 of this Offer Statement to be completed,

Are granted, given, made or obtained on an unconditional basis, remain in full force and effect in all respects, and do not become subject to any notice, intimation or indication of intention to revoke, suspend, restrict, modify or renew the same.

(b) No regulatory action

That between the Announcement Date and the end of the Offer Period:

(i) There is not in effect any preliminary or final decision, order or decree issued by a Regulatory Agency;
(ii) No application is made to any Regulatory Agency (other than by Atech); and
(iii) There is no action or investigation announced, threatened or commenced by a regulatory Agency in consequence of or in connection with the Offer,

(c) Prescribed Occurrences

That between the Announcement Date and the date 3 Business Days after the end of the Offer Period, no Prescribed Occurrence occurs.

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(d) Material adverse change to Alpha Wealth Financial Services

That before the end of the Offer Period there not having occurred, been announced or becoming known to Atech (whether or not becoming public) an event, change or condition which has had, or is reasonably likely to have, a material adverse effect on the business, operations, assets or liabilities, material contracts (taken as a whole), business or condition (financial or otherwise), profitability or prospects of Alpha Wealth Financial Services since 30 June 2010 (except for such events, changes or conditions disclosed in public filings by Atech prior to the Announcement Date and any event, change or condition that may arise as a consequence of the announcement or consummation of the Offer).

(e) Confirmation of Alpha Wealth Financial Services Capital’s structure

That:

(i) in Alpha Wealth Financial Services;
(a) the number of issued shared in Alpha Wealth Financial Services is 23,023,890.
(b) there are no preference shares, convertible securities or options on issue in Alpha Wealth Financial Services; and
(c) there are no other arrangements, agreements or undertakings that may have the effect of increasing the number of shares in Alpha Wealth Financial Services

(f) Freeing of conditions of the Offer

That:

(i) Atech may, at any time at its sole discretion, declare the Offer free from all or any of the conditions referred to in Section 12.8 by giving notice in writing to Alpha Wealth Financial Services. This notice may be given in relation to the conditions in:
(A) Section 12.8, not later than three Business Days after the end of the Offer Period.
(ii) the breach or non-fulfillment of any condition set out in Section 12.8 does not prevent a contract to sell any of your Alpha Wealth Financial Services Shares resulting from acceptance of the Offer, but if:
(Α) Atech has not declared all Offers to be free from the conditions in Section 12.8 before the date which is 3 Business days after the end of the Offer Period; and

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(Β) The conditions in Section 12.8 have not been fulfilled at the end of the Offer Period (or in the case of Section 12.8(e), within 3 Business Days after the end of the Offer Period;

all contracts resulting from the acceptance of the Offers and all acceptances that have not resulted in binding contracts are void. In such a case Atech will return the Transfer and Acceptance Form (if any) together will all documents forwarded by you to the senders’ address shown in the Transfer Acceptance Form; and

(iii) the date for giving the notice on the status of the conditions to the Offer is 24 November 2010 subject to variation if the period during which the Offer remains open for acceptance is extended.

(g) Nature and benefits of conditions

(i) Each of the conditions in Section 12.8 is a separate, several and distinct condition, shall not be taken to limit the meaning or effect of any other condition, and shall not merge on completion of any contract arising from acceptance of the Offer.
(ii) Each of the conditions set out in Section 12.8 is a condition subsequent. The non – fulfillment of any condition subsequent does, until the end of the Offer Period (or in the case of Section 12.8(e), until 3 Business Days after the end of the Offer Period), prevent a contract to sell your Alpha Wealth Financial Services Shares from arising, but entitles Atech, to rescind the contract with you resulting from the acceptance of the Offer.
(iii) Subject to the provisions of the Corporations Act, Atech alone shall be entitles to the benefit of the conditions in Section 12.8 and any nonfulfillment of such conditions may be relied upon by Atech.

12.9 Withdrawal of the Offer

The Offer may only be withdrawn at the discretion of Atech, although as at the date of the Offer there is no intention to invoke that discretion. If that happens, Atech will send a notice of withdrawal to Alpha Wealth Financial Services and to each person to whom the Offer has been made.

12.10 Variation Offer

Atech may at any time, and from time to time, vary the Offer.

12.11 Official quotation of Atech Shares

The Atech shares offered as Offer Consideration will rank equally with the Atech Shares on issue as the Record Date. Atech will apply to be reinstated to the official list of the ASX and it is the intention of Atech that shares of the same class as those to be issued as the Offer Consideration will be granted official quotation by the ASX.

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An application will be made within sixty days after the date of this Offer Statement to the ASX for the reinstatement of Atech to the official list, and the granting of official quotation of the Atech shares to be issued. However, official quotation is not granted automatically on application.

The Offer is subject to a condition that application for admission to quotation of the Atech shares issued under the Offer is made pari passu with all other shareholders. This condition cannot be waived.

12.12 Brokerage fees and other expenses

All costs and expenses concerning the preparation of this Offer and the preparation and circulation of the Offer will be paid by Atech. You will not be liable to pay any stamp duty on the transfer of Alpha Wealth Financial Services Shares as a result of your acceptance of the Offer.

12.13 Rights

If Atech becomes entitled to any Rights pursuant to an acceptance of the Offer, it may require the Alpha Wealth Financial Services Shareholder concerned to give to Atech all documents that may be necessary to vest in it title to those Rights. If you do not give these documents to Atech or if you have received the benefit of those Rights, Atech will be entitles to deduct from the Offer Consideration otherwise due to you the amount or value (as reasonably assessed by Atech) of such Rights.

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13. DEFINED TERMS AND INTERPRETATION

13.1 Defined terms

In this Offer Statement the following words have these meanings unless the contrary intention or the context otherwise requires:

(a) ACN means Australian Company Number;
(b) Act means the Corporations Act 2001 (Cth)
(c) AEDT means Australian Eastern Daylight Time;
(d) Alpha Wealth Financial Services means Alpha Wealth Financial Services Pty Ltd ABN 13 081 560 349
(e) Alpha Wealth Financial Services Board means the Board of Directors of Alpha Wealth Financial Services;
(f) Alpha Wealth Financial Services Share means all of the Alpha Wealth Financial Services fully paid ordinary shares the subject of the Offer in respect of which you are registered as holder as at 5:00 pm (AEDT) on the Record Date;
(g) Alpha Wealth Financial Services Shareholder means any holder of Alpha Wealth Financial Services Shares;
(h) Announcement Date means 24 September 2010;
(i) ASIC means the Australian Securities and Investment Commission;
(j) Associates has the same meaning as that term as defined in the Corporations Act;
(k) ASX means ASX Limited ABN 98 008 624 691 or the financial products market that it operates, as the context requires;
(l) ASX Listing Rules means the Listing Rules of the ASX;
(m) Atech means Atech Holdings Ltd ABN 88 004 080 460
(n) Atech Board means the Board of Directors of Atech;
(o) Atech Share means a fully paid ordinary share in Atech;
(p) Atech Shareholder means any holder of Atech Shares;
(q) Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Melbourne, Victoria;
(r) CGT means Capital Gains Tax;

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(s) Closing Date means 26 November 2010, unless the Offer is extended;
(t) Constitution means Atech’s constitution or Alpha Wealth Financial Services’ constitution, as the context requires;
(u) Director means a director of Atech or a director of Alpha Wealth Financial Services as the context requires;
(v) Foreign Shareholder means an Alpha Wealth Financial Services Shareholder who is deemed to be a foreign shareholder pursuant to Section 12.3(c) of this Offer Statement;
(w) FY means the financial year ending 30 June unless otherwise stated;
(x) Material Adverse Change means, in relation to any event or series of events, that the event alone or events in aggregate would or would be likely to impact (directly or indirectly) upon the financial position of Alpha Wealth Financial Services by an amount equal to or greater than 20% of the consolidated net assets of Alpha Wealth Financial Services as at 30 June 2010.
(y) Nominee means an entity to be appointed by Atech after the date of the OfferOffer Statement with the prior approval of ASIC;
(z) Notice of Meeting means the Notice of Meeting issued by Atech on 27 September 2010.
(aa) Offer means this Offer Statement issued by Atech dated 29 October to acquire Alpha Wealth Financial Services Shares set out in Section 12 of this Offer document;
(bb) Offer Consideration means the consideration as contained in Section 12.1 of this Offer;
(cc) Offer Period means the period or extended period during which the Offer is to remain open in accordance with Section 12.2 of the Offer;
(dd) Prescribed Occurrence means any of the following events occurs;
a. Alpha Wealth Financial Services converts all or any of its shares into a larger or smaller number of shares;
b. Alpha Wealth Financial Services resolves to reduce its share capital in any way;
c. Alpha Wealth Financial Services:
- i. Enters into a buyback agreement in relation to its shares; or

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  - **ii.** Resolves to approve the terms of a buy back agreement of its shares;

d. Alpha Wealth Financial Services issues shares or grants an option over its shares or agrees to make such an issue or grant such an option;
e. Alpha Wealth Financial Services issues, or agrees to issue, convertible notes;
f. Alpha Wealth Financial Services disposes or agrees to dispose, of the whole, or a substantial part, of its business or property;
g. Alpha Wealth Financial Services resolves to be wound up;
h. A liquidator or provisional liquidator of Alpha Wealth Financial Services is appointed;
i. A court makes an order for the winding up of Alpha Wealth Financial Services;
j. An administrator of Alpha Wealth Financial Services is appointed under section 436A, 436B or 436C of the Corporations Act;
k. Alpha Wealth Financial Services executes a deed of company arrangement;
l. A receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of Alpha Wealth Financial Services; and
m. Alpha Wealth Financial Services proposes a shareholders’ meeting to resolve to amend the provisions of its Constitution.
(ee) Record Date means 27 September 2010;
(ff) Registry means Security Transfer Registrars Pty Ltd ABN 95 008 894 488 of P.O. Box 535, Applecross WA 6953;
(gg) Regulatory Agency means any government or semi-governmental, administrative, or statutory, judicial, entity, authority or agency, whether in Australia or elsewhere, including any self-regulatory organisation established under state or any stock exchange;
(hh) Rights means all accreditations and rights attaching to or arising from Alpha Wealth Financial Services Shares on or after the Announcement Date including, without limiting the generality of the foregoing, all rights to receive dividends, bonuses or other share of Alpha Wealth Financial Services’ profits and assets as well as all rights to receive or subscribe for shares, stock units, notes or options and all other distributions or entitlements declared, paid or issued by Alpha Wealth Financial Services on or after the Announcement Date;
(ii) Section means a section of this Offer Statement;

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(jj) Transfer and Acceptance Form means the acceptance and transfer form enclosed with this Offer Statement which forms part of the Offer;
(kk) Transferred Shares has the meaning given to it by Section 12.3(b);
(ll) Terms means the terms contained in Section 12; and
(mm) VWAP means the Volume Weighted Average Price.

13.2 Interpretation

(i) In this Offer Statement;
a. headings are for convenience only and do not affect the meaning of the paragraphs they introduce;
- i. and unless the context otherwise appears;
b. the singular denotes the plural and vice versa, and a gender includes other genders;
c. another form of a defined word of expression has a corresponding meaning;
d. a reference to a clause, paragraph, schedule or annexure is to a clause or a paragraph of, or schedule or annexure to, this Offer Statement;
e. a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
f. a reference to time is to AEDT;
g. a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;
h. a reference to a statue, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
i. a word or expression defined in the Corporations Act has the meaning given to it in the Corporations Act;
j. the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
k. any agreement, representation, warranty or indemnity by two or more parties binds them jointly and severally unless otherwise specified;

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l. any agreement, representation, warranty or indemnity in favour of two or more parties is for the benefit of them jointly and severally unless otherwise specified;
m. a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this Offer Statement or any part of it; and
n. if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day.
(ii) To the extent permissible under applicable law, this Offer Statement and the Offer are governed by Australian Law.

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14. APPROVAL OF OFFER STATEMENT

This Offer Statement has been approved by a unanimous resolution passed by the Board of Directors of Atech Holdings Limited (excluding Mr. Tien).

Signed for and on behalf of

Atech Holdings Limited

Mr. Donald Low

Chairman

Date: 27 September 2010

==> picture [576 x 96] intentionally omitted <==

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Annexure A


	Date		Headline
09/09/2010		Full Year Statutory Accounts
25/08/2010		Preliminary Final Report
12/08/2010		Postponement of EGM
20/07/2010		Independent Expert’s Report
20/07/2010		Notice of General Meeting/Proxy Form
01/06/2010		Appointment of Company Secretary
21/05/2010		Appointment of Director
18/05/2010		EGM to approve T/O for Alpha Wealth Financial Services P/L
15/04/2010		Change of Address
22/02/2010		Half Year Accounts
22/02/2010		Half Yearly Report
28/01/2010		Notice of Ceasing to be a Substantial Holder
28/01/2010		Notice of Initial Substantial Holder
27/11/2009		Results of Meeting
27/11/2009		Results of Meeting
23/10/2009		Notice of Annual General Meeting/Proxy Form
16/10/2009		Appointment of Alternate Directors
30/09/2009		Full Year Accounts
31/08/2009		Preliminary Final Report

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AI assistant

FATFISH GROUP LIMITED — M&A Activity 2010

64911_rns_2010-09-26_1b3b0cf5-3ad7-4120-a062-adb8d22b468a.pdf

OFFER

Atech Holdings Ltd

To acquire all of your shares in

Alpha Wealth Financial Services Pty Ltd

If you accept the Offer you will receive:

CONTENTS

ANNEXURES

KEY DATES

Important notice

Investment decisions

Defined terms

Disclaimer as to forward looking statements

Enquiries

Privacy statement

How to accept

2. LETTER FROM THE CHAIRMAN OF ATECH HOLDINGS LIMITED

29 October 2010

Benefits of accepting the Offer

How to accept the Offer

Yours faithfully,

The Offer

ASX’s reinstatement of Atech Shares to the Official List

No Fees

How to accept the Offer

Important Notice

4. WHY YOU SHOULD ACCEPT THE OFFER

4.1 Alpha Wealth Financial Services will benefit from integrating into Atech’s operations

4.2 The Offer Consideration for your Alpha Wealth Financial Services Shares

4.3 The Board of Alpha Wealth Financial Services recommends that you accept the Offer

4.4 You will not incur any brokerage fees

4A. Information for Shareholders in respect of Chapter 2E of the Act

4A.1 Identity of the related party

4A.2 Nature of the financial benefit

4A.3 Reason and basis for giving the financial benefit

4A.4 Value of the financial benefit

4A.5 Advantages and disadvantages of Shareholders approving the Offer and benefit to the Tien Entities

Advantages :

Disadvantages:

4A.6 Trading history

4A.7 Related party's interests pre and post bid

4A.8 Dilution effect of transaction on existing Shareholders' interests

5 OVERVIEW OF ATECH

5.1 Company overview and history

5.2 Directors and senior management of Atech

Directors

Mr. Donald Low

Mr. Mohd Nadzir Bin Mahmud (Non-Executive Director)

Mr. Shane Casey Peter (Non Exec. Director)

Mr. William Tien (Director / Company Secretary)

5.3 Business Overview

(a) Current Atech Corporate structure

(b) Location of Office

5.4 Financial information

5.5 Historical financial information

Balance sheet

5.6 Atech’s issued securities

5.7 Constitution

Voting

General Meetings

Dividends

Transfer of Atech Shares

Issue of further Atech Shares

Winding up

5.8 Atech’s share market performance

5.9 Proposed corporate structure following the Offer

5.10 Atech ASX announcement and disclosure requirements

5.11 Corporate Governance

5.12 PROFORMA CONSOLIDATED BALANCE SHEET

ATECH HOLDINGS LIMITED

PROFORMA CONSOLIDATED BALANCE SHEET

6 OVERVIEW OF ALPHA WEALTH FINANCIAL SERVICES

6.1 Company overview and history

6.2 Director of AWFS

Sole Director

(a) Business

(b) Location Details of Offices

Shanghai

FATFISH GROUP LIMITED M&A Activity 2010