FATFISH GROUP LIMITED — Proxy Solicitation & Information Statement 2013

Oct 15, 2013

ATECH HOLDINGS LTD ACN004 080 460

NOTICE OF GENERAL MEETING

TIME : 1:00 pm (Adelaide time) DATE : 22 November 2013 PLACE : Level 1, 67 Greenhill Road, Wayville, SA 5034

The Independent Expert has concluded that the Acquisition the subject of Resolution 1 outlined in this Notice of Meeting is FAIR AND REASONABLE to Shareholders.

All Shareholders should refer to the Independent Expert’s Report enclosed with this Notice of Meeting. This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 413 195 178.

CONTENTS

Business of the Meeting (setting out the proposed Resolutions)	3
Explanatory Statement (explaining the proposed Resolutions)	5
Glossary	26
Schedule 1 – Terms and conditions of the Consideration Options	28
Schedule 2 – Fatfish Shareholders	30
Schedule 3 – Pro-forma Balance Sheet	31
Annexure A – Independent Expert’s Report	Enclosed
Proxy Form	Enclosed
IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at1:00 pm (Adelaide time) on Friday 22 November 2013at:

The offices of Grant Thornton, Level 1, 67 Greenhill Road, Wayville, South Australia, 5034

Your vote is important

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

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 6:30 pm (Adelaide Time) on20 November 2013.

Voting in person

To vote in person, attend theMeeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or

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number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and

• if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting; or

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – APPROVAL FOR ACQUISITION OF INTERESTS IN THE FATFISH GROUP

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

• “That, subject to the passing of Resolution 2, for the purposes of ASX Listing Rule 11.1.2, Section 611 (Item 7) of the Corporations Act and for all other purposes, approval is given for the Company to:

• (a) make a significant change in the nature and scale of its activities; and

• (b) issue the Consideration Securities to the Fatfish Shareholders that will result in the Fatfish Shareholders having a combined voting power in the Company of 84.77%,

as described in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by the Fatfish Shareholdersand any person who may obtain a benefit, except a benefit solely in the capacity of a shareholder, if this Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Expert’s Report : Shareholders should carefully consider the Independent Expert’s Report prepared by Moore Stephens Accountants & Advisors for the purposes of shareholder approval, required under ASX Section 611 (Item 7) of the Corporations Act. The Independent Expert’s Report comments on the fairness and reasonableness of the transaction to the non-associated shareholders in the Company. The independent expert has determined that the transaction is fair and reasonable to the shareholders of the Company not associated with the Fatfish Shareholders.

2. RESOLUTION 2–CAPITAL RAISING

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

• “That, subject to the passing of Resolution 1, for the purposes ofASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 20,000,000 Shares, together with 20,000,000 free attaching Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. RESOLUTION 3 – CHANGE OF COMPANY NAME

To consider and, if thought fit, to pass the following resolution as a special resolution :

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“That, subject to completion of the Acquisition for the purposes ofsection 157(1)(a) and for all other purposes, approval is given for the name of the Company to be changed to Fatfish Internet Group Limited .”

Dated:15 October 2013

By order of the Board

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GEORGE KARAFOTIAS Director

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. GENERAL

1.1 Background

Atech Holdings Ltd(the Company ) is a public company listed on the Official List (ASX code: ATH). The Company was admitted to the official list of the ASX on 23 November 1995 and has been suspended from quotation on the ASX since 23 August 2007.

Since the Company’s suspension, it has explored a number of potential acquisitions. In this regard, the Company has generally focussed on acquiring assets with a view to delivering value to its Shareholders. To date, the Company has not successfully acquired a new project due generally to it not being satisfied with due diligence investigations in respect of those acquisitions.

As originally announced on 5 July 2013, and as subsequently formalised in a binding share sale agreement, the Company has entered into an agreement with the shareholders of Fatfish Internet Pte Ltd ( Fatfish Internet ) and Fatfish Capital Ltd ( Fatfish Capital ) (together Fatfish Group ) ( Agreement )to acquire100% of the issued capital in Fatfish Internet and 50% of the issued capital in Fatfish Capital ( Acquisition ).

1.2 About the Fatfish Group

The Fatfish Group, which was founded in August 2011, is an internet venture group headquartered in Singapore, with a presence across Singapore, Malaysia and Indonesia. The Fatfish Group is a regional investment and business group that is involved in internet, biotech, entertainment and investment management in SouthEast Asia.

The Fatfish Group promotes and champions a new breed of co-entrepreneurship model, where it works closely with entrepreneurs on a day-to-day basis to bring its full resource network to bear in the maximum capacity so that its companies are given all chances to succeed.

The Fatfish Group has a two-pronged business model through its:

• (a) incubator model, being a model run through in FatfishMedialab Pte Ltd ( FatfishMedialab ), which identifies and invests in early-stage start-ups through taking a minority stake in those start-ups ( Incubator Model ); and

• (b) direct ventures model, being a model run through Fatfish Internet, which invests in growth stage internet businesses, taking substantial or majority stakes ( Direct Ventures Model ),

which can be illustrated through the following diagram:

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==> picture [402 x 317] intentionally omitted <==

----- Start of picture text -----

Business Model
Digital Incubator Direct Ventures
Phase 1
Identify Sector/ Screen ideas/investment Identify early stage internet
Opportunity proposals from startups companies that are
generating revenue
Phase 2 Assist startups to develop Assist companies to identify
product prototype and growth strategy and key-
Proof of concept/
business plan strengths
strategic road map
Assemble management team/
Phase 3
Launch products/
Launch/Grow
Make use of resources within FIG's network/
Market-Share
Grow market-share
----- End of picture text -----

In June 2012, FatfishMedialab was selected by the Media Development Authority ( MDA ) of Singapore as an official incubator for the i.jam Reload funding scheme. FatfishMedialab entered into a framework funding agreement with MDA to administrate the scheme. Fatfish Internet was established in April 2013 to operate the direct ventures activities of the Fatfish Group.

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The Fatfish Group’s corporate structure is illustrated below.

==> picture [429 x 356] intentionally omitted <==

----- Start of picture text -----

Fatfish
Internet
Group
Fatfish Fatfish
Capital Internet
15% with
Ltd 50% 100% Pte Ltd options to
65% acquire further
100% 49%
Fatfish AutoDirect Dressabelle
Medialab Corporation Pte Ltd
Pte Ltd
15%
Novatap Pte
Ltd
4%
Peeplepass
Pte Ltd
5% Option to
VDancer Pte acquire 92.5%
Ltd
10% Option to
Kensington
Ventures Pte acquire 90%
Ltd
----- End of picture text -----*

Note:* There are two options held over shares in Dressabelle Pte Ltd ( Dressabelle** ). One is to acquire 40% of the enlarged capital in Dressabelle for $SGD585,000, which can be exercised by the Company post Settlement. The other option is to acquire 9% of the enlarged capital in Dressabelle for 6% of the equity capital in Fatfish Internet. Any share exchange resulting from the exercise of this option is between Fatfish Internet and Dressabelle, which means the Companywould have its holding in Fatfish Internet diluted.

The incubator division has investments in four start-ups, set out in the table below.

Investment	Holding	Details
Peeplepass Pte Ltd	4% held	Peeplepass Pte Ltd is a social media start-up based on travel data analytics.
VDancer Pte Ltd	5% held, with an option to acquire 90%	VDancer is a mobile game based around a 3D avatar dancing to the tune of input music. VDancer Pte Ltd licenses 3D software technology and has developed a commercial grade game engine for mobile devices.

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Kensington Ventures Pte Ltd	10% held, with an option to acquire 92.5%	Kensington Ventures Pte Ltd owns Blazable.com, a cloud based mobile game application generator which seeks to simplify the mobile game development process. The company is currently working on five games, which range from 5% to 90% completed.
Novatap Pte Ltd	15% held	Novatap Pte Ltd is a website development service which is equipped with several industry specific templates, a webpage editor and commonly used plug-ins. NovatapPte Ltd has won the Singapore-Cambridge Startup Competition and the Singapore leg of the Seed Star Global Startup Challenge.

The direct ventures division hasor may acquire investments in VDancerPte Ltdand Kensington VenturesPte Ltd, which are outlined in the table above, as well as in DressabellePte Ltd and Autodirect Corporation, which are summarised in the table below.

Investment	Holding	Details
Dressabelle Pte Ltd	15% held, with options to acquire a further 49%	Dressabelle Pte Ltd is an online fashion retailer based in Singapore which has been operating for 5 years. The company is forecast to earn SGD 1.5 million revenue in the year ended 31 December 2013 in Singapore, and is expanding into Malaysia and Thailand.
AutoDirect Corporation	65% held	AutoDirectCorporation operates RajaPremi.com, the first Indonesian vehicle insurance internet portal. The company began commercial operations on 15 June 2013.

1.3 Industry Overview

The Fatfish Group’sinvestments are focused on South-East Asia, and if the Acquisition completes, this focus may expand to include Australia.

(a) South-East Asia

The information technology start-up scene in South-East Asia is growing rapidly as investors and entrepreneurs seek to take advantage of the large regional population and growing connectivity through the internet and smartphones.

Limited internet infrastructure has meant that many South-East Asian countries have had restricted internet connectivity. The growth in smartphone ownership across the region has provided a solution to this issue, and the rapid growth suggests a growing appetite for the internet and its associated applications.

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(b) Australia

The Australian information technology start-up industry and software publishing industry have been growing over the past five years and strong future growth has been forecast. Enhanced internet technology and connectivity and increasing government support have helped to spur this growth.

1.4 Key Terms of the Agreement

The key terms of the Agreement are set out below.

(a) Conditions Precedent

Settlement is subject to the following outstanding conditions precedent being satisfied or waived on or before 25 November 2013 at 5:00pm (WST) (unless extended by mutual agreement between the parties):

• (i) the Company preparing a prospectus for a capital raising of up to at least $2,000,000 ( Capital Raising ) and lodging a prospectus ( Prospectus ) with ASIC and receiving sufficient applications to meet the minimum subscription under the Prospectus. The Company has determined that up to $4,000,000 will be raised and the minimum subscription under the Prospectus will be $2,000,000 ( Minimum Subscription );

• (ii) Shareholder approval being obtained for the completion of the Acquisition in accordance with the requirements of the Corporations Act and the ASX Listing Rules, including (but not limited to) approval for:

• (A) a change of name of the Company to “Fatfish Internet Group Limited”;

• (B) the issue of the Company securities pursuant to the Capital Raising;

• (C) the issue of the Consideration Securities pursuant to the Acquisition;

• (D) a change in the nature and scale of the Company’s activities in accordance with ASX Listing Rule 11.1.2;

• (iii) the Company re-complying with the requirements of Chapters 1 and 2 of the ASX Listing Rulesand receiving conditional approval from ASX to reinstate the Company’s Shares to trading, on terms reasonably acceptable to the Company;

• (iv) if ASX requires that any or all of the Consideration Securities be escrowed, each affected Shareholder sign a restriction agreement in respect of their Consideration Securities to which a restriction has been imposed; and

• (v) the Company obtaining shareholder approval pursuant to item 7 of section 611 of the Corporations Act and the Company obtaining an independent expert report on the proposed Acquisition.

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(b) Consideration

Theconsideration for the Acquisition, is $18,000,000, which will be satisfied through the issue by the Company to the relevant shareholders of Fatfish Internet and FatfishCapital ( Fatfish Shareholders ) of:

• (i) 90 million Shares at a deemed issue price of $0.20 each; and

• (ii) 90 million free attaching Options, on the basis of 1 Option for every Share issued, on the terms set out in Schedule 1 ( Consideration Options ),

(together the Consideration Securities ).

Approval for the issue of the Consideration Securities is the subject of this Resolution 1.

(c) Capital Raising

In order to fund the Acquisition, to re-comply with Chapters 1 and 2 of the ASX Listing Rules and meet the conditions of the Agreement, the Company will conduct the Capital Raising to raise up to$4,000,000 (before costs) at an issue price of $0.20 per Share, with the Minimum Subscription being $2,000,000. The Capital Raising will be conducted under a full form prospectus to be prepared by the Company.

Approval for the issue of Shares and free attaching Options pursuant to the Capital Raising is the subject of Resolution 2.

(d) Change of Name

Upon completion of the Acquisition, due to the change in the nature of its business, the Company intends to changes its name to “Fatfish Internet Group Limited”.

Approval for the change of name is the subject of Resolution 3.

(e) Appointment of Directors

As part of the Acquisition, the Company will appoint two representatives of the Fatfish Groupto the Company’s Board on or before the date on which ASX gives its unconditional approval for the Company’s securities to be reinstated to trading. The future Fatfish Grouprepresentative directors will be as follows:

(i) Mr Kin Wai Lau (Executive Chairman)

Mr Lau is currently the Chief Executive Officer of the Fatfish Group and will be appointed as Executive Chairman of the Company.

Mr Lau graduated first class in engineering from the University of Manchester, UK and was a PhD research candidate at the Imperial College London (of where he took an indefinite leave from).

A serial tech-entrepreneur, Mr Lau founded his first tech company when he was 23. Since then, Mr Lau has earned an intriguing trackrecord of creating multiple successes (and failures) across three

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disparate verticals, i.e. telecom software, online media and biotech.

At the start of his careerMr Lau was the co-founder and Managing Director of Viztel Solutions Berhad( Viztel ), a telecom and mobile internet software startup that grew into a major regional player. Mr Lau was, at the time, one of the youngest ever managing directors of a publicly traded company in Malaysia.

Mr Lau has also led a group of investors to a successful take-over of the Oriented Media Group Berhad ( Omedia ), a publicly traded digital media company, of which he was later appointed, Executive Chairman. In 2007, Mr Lau co-founded Cellsafe Biotech Group ( Cellsafe ), a regional biotechnology business group that focuses on marketing and research and development activities in the noncontroversial technologies for harvesting and cryogenic preservation of stem cells. Cellsafehas since become a leading stem cell bank network in Southeast Asia, with operations across four different countries, serving more than 15,000 clients.

In his various personal and corporate capacities, Mr Lau has invested and advised numerous technology startups in the region. Notably, he was a director and advisor of MXR Corporation Pte Ltd, a leading augmented reality technology spun-out from the National University of Singapore's Mixed Reality Lab. Mr Lau also currently serves as an advisor to the WIR Global Group, a leading Indonesian branding and technology delivery company.

More recently, Mr Lau co-founded the Fatfish Group with a group of like-minded entrepreneurs.

(ii) Mr Pang Hao Chen (Non-Executive Director)

Mr Chen is currently the Director of Corporate Affairs for the Fatfish Group and will be appointed as a Non-Executive Director of the Company.

Mr Chen holds a Bachelor of Mechatronics Engineering with Honours from the University of Leeds, England and a Master of Science degree in Operations Management from anchester Business School, England.

Mr Chen was the other co-founder and the Chief Operating Officer of Viztel, where he was responsible for corporate finance and compliance activities of the public-listed group. He successfully raised more than RM 20 million of the private and public funding that was required to fund the expansion and the research and development activities of Viztel. He was alsothe other co-founder of CellSafe, of which he is currently an Executive Director.

(f) Other Terms

The Agreement contains standard representations and warranties and termination clauses for an agreement of its kind.

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1.5 Advantages of the Acquisition

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on the proposed Resolutions:

• (a) the Company will, through the Acquisition, acquire a 100% interest in the Direct Ventures Model aspect of the Fatfish Group’s business and a 50% interest in the Incubator Model aspect of the Fatfish Group’s business;

• (b) the Acquisition provides an opportunity for the Company to operate in the internet,e-commerce, biotech, entertainment and investment management industries in South-East Asia and, if the Fatfish Group expands into Australia, in Australia;

• (c) the change of focus to this diversified internet group and the potential increase in the market capitalisation of the Company following the Acquisition may lead to access to improved equity market opportunities and increased liquidity, which are currently not present;

• (d) the Singapore government is committed to providing a competitive investment climate and adequate protection of the rights and privileges of information technology investors. This has led to Singapore being the central driver of the strong growth in the information technology start-up scene that is being experienced in South-East Asia, as government initiatives have spurred growth in incubators and co-working spaces, as well as venture capital funding. The Singaporean government has a target of doubling the number of local information technology companies with at least $80 million in revenue by 2020;

• (e) the acquisition of an existing company group will enable the Company to tap into the established nature of the Fatfish Group and the existing nature of the Fatfish Group’s business, allowing the Company to, at least partially, avoid the start up costs and bureaucratic delay involved in a foreigner acquiring a new company that operates in the technology industry in SouthEast Asia;

• (f) the two members that will be appointed to the Board as representatives of the Fatfish Group will expand the Company’s knowledge and skills base, allowing the Company to expand in line with its strategy in relation to opportunities other than the Acquisition;

• (g) South-East Asia is well placed geographically to allow expansion in the Australasia area, as well as Europe.While this maynot be of significance to the Company in the immediate future, it may allow the Company faster access to those additional markets in the long term;

• (h) the Acquisition represents a significant opportunity for the Company to increase the scale of its activities, which should increase the number and size of the investor pool that may invest in the Company’s Shares;

• (i) successful completion of the Acquisition will enable the Company to meet the re-listing requirements imposed by ASX on the Company, allowing the Company’s shares to trade on the ASX; and

• (j) the Independent Expert has concluded that the issue of the Consideration Securities is fair and reasonable to the non-associated Shareholders.

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1.6 Disadvantages of the Acquisition

The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on the proposed Resolutions:

• (a) the Company will be changing the nature of its activities to become a company focused oninformation technology activities in the South-EastAsia region, which may not be consistent with the objectives of all Shareholders;

• (b) current Shareholders will have their interests in the Company diluted by the Consideration Securities payable to the Fatfish Shareholders and the Capital Raising;

• (c) as with most acquisitions, the risks associated with integration will bea consideration. The integration of the management and corporate teams will require evaluation by the Board and may result in the prospective benefits of the Acquisition not being fully realised;

• (d) the issue of the Consideration Securities to the Fatfish Shareholders may, if all Consideration Options are exercised,result in them having a voting power of up to 84.77%, reducing the voting power of non-associated Shareholders in aggregate from 100% to 15.23%; and

• (e) there are many risk factors associated with the change in nature of the Company’s activities. The risks that the Acquisition exposes the Company to are discussed in sections 1.7 and 1.8 below.

1.7 Specific Risk Factors

Shareholders should be aware that if the proposed Acquisition is approved, the Company will be subject to various risk factors. Based on the information available, a list of the identified major risk factors is set out below. The list is not exhaustive and the general risk factors are set out in section 1.8 below:

Specific Risks

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

Brand image is a key factor in promoting and marketing technology companies. TheFatfish Group is committed to building its brand by creating value in technology and entertainment companies from start-up phase to more developed companies and therefore being presented with more opportunities in Asia and, if relevant, Australia. The FatfishGroup believes that it has been successful in establishing its brand and attracting investee projects in Asia and the Acquisition and listing on the ASX will enhance its profile and brand in the region.

(b)

Third Party Control Risk

A large part of the Fatfish Group’s business involves identifying and investing in technology companies from those in the start-up phase, to those that are more developed. The Fatfish Group does not initially invest with the intention of controlling the business activities of those companies and accordingly, the successful operation of those companies will, for at least the initial period,rely on the maintenance of successful management by parties external to the Fatfish Group of those companies.

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

(c) Commercialisation and Demand Risk

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

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

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

(d) Suspension and re-quotation of Shares on ASX

The Acquisition constitutes a significant change in the nature and scale of the Company’s activities and the Company is required to re-comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the Official List of ASX.

Trading in the Company’s securities will continue to be suspended until the Company satisfies the requirements of Chapters 1 and 2 of the ASX Listing Rules in accordance with ASX Listing Rule 11.1.3.It is anticipated that this will occur on or around the end of November 2013 which is anticipated by the Company to be when the issue of Shares under the Capital Raising is completed. If Shareholders do not approve the Acquisition and the Acquisition does not complete, the Company’s Shares will continue to be suspended from trading on the ASX, resulting in the Shares remaining untradeable on a stock market.

(e) Technology and Intellectual Property

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

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

The Company intends to continually evaluate the intellectual property in which it will acquire an interest and ensure that steps are undertaken to

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continually protect its proprietary intellectual property rights and the formal registration of its proprietary intellectual property rights is undertaken as and when appropriate. However, there can be no assurance at any time that:

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

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

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

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

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

(f)

Competition risk

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

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

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

1.8 General Risk Factors

The future operations of the Company may be affected by a range of factors, including the below general risk factors. For the risk factors specifically related to the Company, refer to section 1.7.

(a) Foreign exchange risk

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

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

(b) Market risk

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

• (i) general economic outlook;

• (ii) interest rates and inflation rates;

• (iii) currency fluctuations;

• (iv) commodity price fluctuations;

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

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

• (vii) terrorism and other hostilities.

(c) Potential Acquisitions

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

(d) Reliance on Key Personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

1.9 Future Acquisitions

The Company intends to pursue further project opportunities in line with its investment strategy of seeking and investing in investee companies from a start-up phase to developed companies creating shareholder value for all its shareholders.

1.10 Capital structure

The capital structure of the Company following Settlement and completion of all issues of securities contemplated by this Noticewill beas follows:

	Shares	Options
Current issued capital1	22,327,406	Nil

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	Shares	Options
Issued pursuant to Acquisition	90,000,000	90,000,000
Issued pursuant to the Capital Raising	20,000,000	20,000,000
Total on completion of Acquisition2	132,327,406	110,000,000

Notes:

1. Assumes no further securities are issued or released from escrow prior to Settlement, other than as set out in the table.

2. Assumes no additional securities are issued, converted or released from escrow prior the issue of each of the securities pursuant to this Notice.

1.11

Pro Forma Balance Sheet

A pro forma balance sheet of the Company showing the effect of the transactions contemplated by this Notice is set out in Schedule 3.

1.12 Important Dates

If Resolution 1 is passed, the Company intends that Acquisition will take effect in accordance with the following timetable:

accordance with the following timetable:
Event	**Date ***
Dispatch Notice of Meeting	18 October 2013
Lodgement of Prospectus	15November 2013
Offer opens under the Prospectus	25 November 2013
General Meeting	22November 2013
Close of Offer under the Prospectus	5 December 2013
Current intended settlement of Acquisition	10 December 2013
Dispatch of holding statements	12December 2013
Proposed date for reinstatement	19December2013

• This timetable is indicative only and subject to change. The Directors reserve the right to amend the timetable and note that settlement of the Acquisition will not occur until following satisfaction of the conditions precedent set out in section 1.4(a) above.

2. RESOLUTION 1 – APPROVAL FOR ACQUISITION OF INTERESTS IN THE FATFISH GROUP

2.1 General

As outlined in Section 1.1of this Explanatory Statement, the Company has entered into the Agreement for the purpose of acquiring an interest in the Fatfish Group, via the acquisition of 100% of the shares in Fatfish Internet and 50% of the shares in Fatfish Capital.

Resolution 1 seeks approval from Shareholders for:

(a) pursuant to ASX Listing Rule 11.1.2, a change in the nature and scale of the activities of the Company to become amajor shareholder in a regional

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investment and business group that is involved in internet, biotech, entertainment and investment management in South-East Asia; and

• (b) pursuant to Item 7 of Section 611 of the Corporations Act, in order for the Fatfish Shareholders’ voting power in the Company to increase from 20% or below to more than 20% when they are issued the Consideration Securities and convert the Consideration Optionsthat the Company is seeking Shareholder approval to issue pursuant to Resolution 1.

Other information considered material to Shareholders’ decision on whether to pass Resolution 1 is set out in this Explanatory Statement, including in:

• (a) section 1; and

• (b) the Independent Expert’s Report in Annexure A,

and Shareholders are advised to read this information carefully.

The passing of Resolution 1 is subject to the passing of Resolution 2.

2.2 ASX Listing Rule 11.1

ASX Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the nature and scale of its activities, it must provide full details to the ASX as soon as practicable and comply with the following:

• (a) provide to the ASX information regarding the change and its effect on future potential earnings, and any information that the ASX asks for;

• (b) if the ASX requires, obtain the approval of holders of its shares and any requirements of the ASX in relation to the notice of meeting; and

• (c) if ASX requires, meet the requirements of Chapters 1 and 2 of the ASX Listing Rules as if the company were applying for admission to the Official List.

ASX has indicated to the Company that, given the significant change in the nature and scale of the activities of the Company upon completion of the Acquisition, it requires the Company to:

• (a) obtain the approval of its Shareholders for the proposed change of activities; and

• (b) re-comply with the admission requirements set out in Chapters 1 and 2 of the ASX Listing Rules.

For this reason, the Company is seeking Shareholder approval for the Company to change the nature and scale of its activities under ASX Listing Rule 11.1.2 and will seek to re-comply with Chapters 1 and 2 of the ASX Listing Rules.

Details of the Company’s assets and the proposed changes to the structure and operations of the Company are set out throughout this Explanatory Statement.

2.3 Item 7 of Section 611 of the Corporations Act

Section 606 of the Corporations Act – Statutory Prohibition

Pursuant to Section 606(1) of the Corporations Act, a person must not acquire a relevant interest in issued voting shares in a listed company if the person acquiring

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the interest does so through a transaction in relation to securities entered into by or on behalf of the person and because of the transaction, that person’s or someone else’s voting power in the company increases:

• (a) from 20% or below to more than 20%; or

• (b) from a starting point that is above 20% and below 90%.

Voting Power

The voting power of a person in a body corporate is determined in accordance with Section 610 of the Corporations Act. The calculation of a person’s voting power in a company involves determining the voting shares in the company in which the person and the person’s Associates have a relevant interest.

Associates

For the purposes of determining voting power under the Corporations Act, a person ( second person ) is an “associate” of the other person ( first person ) if:

• (a) the first person is a body corporate and the second person is:

• (i) a body corporate the first person controls;

• (ii) a body corporate that controls the first person; or

• (iii) a body corporate that is controlled by an entity that controls the person;

• (b) the second person has entered or proposed to enter into a relevant agreement with the first person for the purpose of controlling or influencing the composition of the company’s board or the conduct of the company’s affairs; or

• (c) the second person is a person with whom the first person is acting or proposed to act, in concert in relation to the company’s affairs.

By virtue of the Acquisition, the Fatfish Shareholders will be associates.

Relevant Interests

Section 608(1) of the Corporations Act provides that a person has a relevant interest in securities if they:

are the holder of the securities;

• (a) have the power to exercise, or control the exercise of, a right to vote attached to the securities; or

• (b) have power to dispose of, or control the exercise of a power to dispose of, the securities.

It does not matter how remote the relevant interest is or how it arises. If two or more people can jointly exercise one of these powers, each of them is taken to have that power.

In addition, Section 608(3) of the Corporations Act provides that a person has a relevant interest in securities that any of the following has:

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• (a) a body corporate in which the person’s voting power is above 20%;

• (b) a body corporate that the person controls.

The Fatfish Shareholders do not currently have a relevant interest in the Company’s issued share capital.

2.4 Reason why Section 611 approval required

Item 7 of Section 611 of the Corporations Act provides an exception to the prohibition described in Section 2.3above, whereby a person and their associates may acquire a relevant interest in a company’s voting shares with shareholder approval.

The Fatfish Shareholders are associates and therefore in determining their voting power, their relevant interests will be aggregated.

Under the terms of the Agreement, the Fatfish Shareholderswill acquire 90,000,000 Shares and 90,000,000 Consideration Options which, on a fully diluted basis and assuming that no other securities, other than pursuant to Resolutions 1, 2 and 3 are issued and no other securities are converted, will equate to a relevant interest in 180,000,000 Shares. Because the Fatfish Shareholders are considered to be associates of each other, completion of the Acquisition will result in the voting power of the Fatfish Shareholdersbeing a maximum of 84.77% following the issue of the securities under Resolution,1the Minimum Subscription under Resolution 2and exercise of the Consideration Options.

2.5 Chapter 2E of the Corporations Act and ASX Listing Rule 10.11

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

Messrs Kin Wai Lau and Pang Hao Chen, two of the Fatfish Shareholders, will be receiving Consideration Securities in consideration for the sale of their shares in Fatfish Internet, which constitutes giving a financial benefit and they are related parties of the Company as it is intended that they be appointed as directors of the Company in the future as part of the Acquisition.

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

The Directorsconsider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the receipt by Messrs Lau and Chenof the Consideration Securities, because the Consideration Securities will be issued to themon the same terms as the Consideration Securities issued to non-related party participants and, as such, the giving of the financial benefit is on arm’s length terms. Additionally, Shareholder approval under ASX Listing Rule 10.11 is not necessary as

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Messrs Lau and Chen are only related parties of the Company by reason of the Acquisition, which the is reason for the issue of the Consideration Securities.

2.6 Specific Information Required by Section 611 Item 7 of the Corporations Act and ASIC Regulatory Guide 74

The following information is required to be provided to Shareholders under the Corporations Act and ASIC Regulatory Guide 74 in respect of obtaining approval for Item 7 of Section 611 of the Corporations Act. Shareholders are also referred to the Independent Expert’s Report prepared by Moore Stephens Accountants & Advisors in Annexure A.

(a) Acquirer

The Fatfish Shareholders are completingthe Acquisition on the terms and conditions set out in Resolution 1 and will be issued Consideration Securities in the proportions set out in Schedule 2.

(b)

Relevant Interests and Voting Powe r

As at the date of this Notice, the Fatfish Shareholders do not have any relevant interest in Shares.

The total relevant interests and voting power of the Fatfish Shareholders as individuals[1] and as a group immediately after the issue of the Consideration Securities and conversion of the Consideration Options, as well as the issue of the Minimum Subscription,as contemplated by this Notice of Meeting, are set out in the table below (each column assumes that no other Shares are issued or Options exercised at the relevant time unless otherwise stated):

Shareholder	After the Shares and Consideration Options are issued pursuant to Resolutions 1 and the Minimum Subscription under Resolution 22	After the Shares and Consideration Options are issued pursuant to Resolutions 1 and the Minimum Subscription under Resolution 22	After the Consideration Options to be issued pursuant to Resolution 1 are converted3	After the Consideration Options to be issued pursuant to Resolution 1 are converted3
	Shares	%	Shares	%
Mr Lau Kin Wai	15,209,609	12.43%	30,419,218	14.33%
Mr Pang Hao Chen	10,094,873	8.25%	20,189,746	9.51%
Mr Ong Chang Jeh4	21,027,621	17.19%	42,055,242	19.81%
MicropiaSdn Bhd4	7,571,155	6.19%	15,142,310	7.13%
Acquiniti Limited	14,805,814	12.10%	29,611,628	13.95%
Mr KohPeng Chun	3,290,929	2.69%	6,581,858	3.10%
Navistar Capital Group Limited	18,000,000	14.71%	36,000,000	16.95%
Fatfish Shareholders	90,000,000	73.57%	212,327,407	84.77%

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Notes:

1. For the purposes of the prohibition in section 608 of the Corporations Act, the relevant interests of the Fatfish Shareholders will be aggregated. Accordingly, for information purposes only, this table sets out the individual relevant interests and the voting power that each would hold if the Fatfish Shareholders were not associates.

2. Assumes no further securities are issued or released from escrow prior to settlement of the Acquisition, other than as set out in the table.

3. Assumes exercise of all of theFatfish Shareholders’ Consideration Options.

4. Of Mr Ong Chang Jeh’s entitlement to Consideration Securities, this table assumes that 2,523,718 will be issued to MicropiaSdnBhd, as his nominee.

Therefore, the maximum voting power that the Fatfish Shareholderscould hold after the completion of the Agreement, issue of the Consideration Securities pursuant to Resolution 1, issue of Shares under the Capital Raising and conversion of the Consideration Options is 84.77%. This represents an increase from 0% to 84.77%.

(c)

The Fatfish Shareholders’ Intentions

Other than as disclosed elsewhere in this Explanatory Statement, the Company understands that the Fatfish Shareholders:

• (i) have no intention of making any significant changes to the business of the Company;

• (ii) have no intention to inject further capital into the Company;

• (iii) have no intention of making changes regarding the future employment of the present employees of the Company, other than as contemplated under the Agreement;

• (iv) do not intend to redeploy any fixed assets of the Company;

• (v) do not intend to transfer any property between the Company and the Fatfish Group or the Fatfish Shareholders,other than as contemplated under the Acquisition; and

• (vi) do not intend to significantly change the financial or dividend distribution policies of the Company.

These intentions are based on the Company’s understanding of the Fatfish Shareholders’intentions as at the date of this Notice and on information concerning the Company, its business and the business environment which is known to the Fatfish Shareholders at the date of this document, which is limited to the publicly available information of the Company.

Final decisions regarding these matters will only be made by the Fatfish Shareholders, together or individually,in light of material information and circumstances at the relevant time. Accordingly, the statements set out above are statements of current intention only, which may change as new information becomes available to it or as circumstances change.

(d)

Particulars of proposed issueand timing

The Consideration Securities to be issued to the Fatfish Shareholders under the Agreement, are the subject of Resolution 1 and will be in the proportions set out in Schedule 2. The particulars and timing for the issue of those Consideration Securitiesare outlined in Section 1.4.

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(e) Reason for the proposed issue

The Consideration Securities will be issued in consideration for the Acquisition.

(f)

Capital Structure

The proposed capital structure of the Company following completion of the Acquisitionis set out in Section 1.10 above.

(g) Directors’ Interests

The Directors do not have any interest in any shares in the Fatfish Group or any of the Fatfish Shareholders that are companies.

(h) Future Directors

As part of the Acquisition, the Company must appoint Messrs Lau and Chen to its board. Information on these two future directors is set out in section 1.4(e)above.

(i)

Directors’ Recommendation

The Directors of the Company recommend that Shareholders vote in favour of Resolution 1, on the basis that issuing the Consideration Securities and allowing the Company to change the nature and scale of its activities will allow the Company to make the Acquisition, which, in turn, will add value to the Company and allow the Company to have the potential to take advantage of the assets acquired through the Acquisition in the future.

(j)

Independent Expert’s Report

The Independent Expert’s Report assesses whether the acquisition of Shares outlined in Resolution 1is fair and reasonable to the Shareholders who are not associated with the Fatfish Shareholders.

The Independent Expert’s Report also contains an assessment of the advantages and disadvantages of the proposed acquisition the subject of Resolution 1. This assessment is designed to assist all Shareholders in reaching their voting decision.

The Independent Expert has provided the Independent Expert’s Report and has provided an opinion that it believes the proposal as outlined in the Resolution is, on balance, both FAIR AND REASONABLE to the Shareholders of the Company not associated withthe Fatfish Shareholders. It is recommended that all Shareholders read the Independent Expert’s Report in full.

The Independent Expert's Report is enclosed with this Notice of Meeting in Annexure A.

3. RESOLUTION 2 – CAPITAL RAISING

3.1 General

Resolution 2 seeks Shareholder approval for the Capital Raising that is required as a condition precedent to the Acquisition. The Capital Raising will be the issue of up to 20,000,000Shares at an issue price of $0.20 per Share to raise up to $4,000,000,

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together with 20,000,000 free attaching Options,with the Minimum Subscription being for $2,000,000( Capital Raising ).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The Company is in the process of seeking an underwriter to the Capital Raising.

The effect of Resolution 2 will be to allow the Company to issue the Shares and Options pursuant to the Capital Raisingduring the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

The passing of Resolution 2 is subject to the passing of Resolution 1.

3.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASXListing Rule 7.3, the following information is provided in relation to the Placement:

• (a) the maximum number of Shares to be issued is 20,000,000 and Options to be issued is 20,000,000;

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

• (c) the issue price will be $0.20 per Share, with the Options being free attaching;

• (d) the Directors will determine to whom the Shares and Options will be issued but these persons will not be related parties of the Company;

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

• (f) the terms and conditions of the Options will be the same as the terms of the Consideration Options, which are set out in Schedule 1;

• (g) the Company intends to use the funds raised from the Capital Raisingtowards fees payable to an underwriter (if appointed),its advisors and general working capital. In addition, the Company intends to use the funds raised under the capital raising to pursue further project opportunities in line with its investment strategy of seeking and investing in investee companies. It should be noted that the funds raised are not being used directly in the acquisition, as it is being paid for through issue of securities; and

• (h) the change to the Company’s capital structure as a result of the Capital Raising, is set out in section 1.10 above.

4. RESOLUTION 3 – CHANGE OF COMPANY NAME

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

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Resolution 3 seeks the approval of Shareholders for the Company to change its name to ”Fatfish Internet Group Limited”.

If Resolution 3is passed the change of name will take effect when ASIC alters the details of the Company’s registration.

The proposed name has been reserved by the Company and if Resolution 3is passed, the Company will lodge a copy of the special resolution with ASIC on completion of the Acquisition in order to effect the change.

The Board proposes this change of name on the basis that it more accurately reflects the proposed future operations of the Company.

Resolution 3is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed.

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GLOSSARY

$ means Australian dollars.

Acquisition means the acquisition by the Company of 100% of the issued capital in Fatfish Internet and 50% of the issued capital in Fatfish Capital, on the terms set out in the Explanatory Memorandum.

Agreement means the agreement to effect the Acquisition.

ASIC means the Australian Securities & Investments Commission.

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

ASXListing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Capital Raising means a capital raising to be completed by the Company, to raise up to $2,000,000, for which the Company is seeking Shareholder approval under Resolution 2.

Chair means the chair of the Meeting.

Company means Atech Holdings Ltd(ACN004 080 460).

Consideration Option means an Option to acquire a Share with the terms and conditions set out in Schedule 1.

Consideration Securities means the Shares and Consideration Options to be issued to the Fatfish Shareholders in consideration for their shares in Fatfish Internet and Fatfish Capital.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Direct Ventures Model means the direct ventures model part of the Fatfish Group’s business model, which invests in growth stage internet businesses, taking substantial or majority stakes.

Explanatory Statement means the explanatory statement accompanying the Notice.

Fatfish Capital means Fatfish Capital Ltd (registered in the British Virgin Islands, company registration number 1718282).

Fatfish Group means Fatfish Internet and Fatfish Capital.

Fatfish Internet means Fatfish Internet Pte Ltd (registered in Singapore, company registration number 201309336H).

Fatfish Medialab means Fatfish Medialab Pte Ltd (registered in Singapore, company registration number 201119282), a wholly owned subsidiary of Fatfish Capital.

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Fatfish Shareholders means the shareholders in Fatfish Internet and Fatfish Capital that will be selling their shares to the Company, in the amounts set out in Schedule 2.

General Meeting or Meeting means the meeting convened by the Notice.

Incubator Model means the incubator model part of the Fatfish Group’s business model, which identifies and invests in early-stage start-ups through taking a minority stake in those start-ups.

Minimum Subscription has the meaning given in section 1.4(a) of the Explanatory Statement.

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

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Prospectus means the prospectus to be lodged by the Company to effect the Capital Raising and as required under ASX Listing Rule 11.1.3, to recomply with Chapters 1 and 2 of the ASX Listing Rules.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Settlement means settlement of the Acquisition.

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

Shareholder means a registered holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS

The terms and conditions of the Options are set out below.

• (a) Entitlement: EachOption entitles the holder to subscribe for one Share upon exercise of the Option.

• (b) Exercise Price: Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.25 ( Exercise Price ).

• (c) Expiry Date: Each Option will expire at 5.00pm (WST) on 31 December 2014 ( Expiry Date ). A Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

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

• (e) Notice of Exercise: The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercisedin Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

• (f) Exercise Date: A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

• (g) Timing of issue of Shares on exercise: Within 15 Business Days after the later of the following:

• (i) the Exercise Date; and

• (ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

• but in any case no later than 20 Business Days after the Exercise Date, the Company will:

• (iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or,if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (v) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(v)for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the

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Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

• (h) Shares issued on exercise: Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

• (i) Quotation of Shares issued on exercise: If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

• (j) Reconstruction of capital: If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (k) Participation in new issues: There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising theOptions.

• (l) Change in exercise price: AnOption does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which theOption can be exercised.

• (m) Unquoted: The Company will not apply for quotation of the Options on ASX.

• (n) Transferability: The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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SCHEDULE 2 – FATFISH SHAREHOLDERS

DETAILS OF SHAREHOLDING

SHAREHOLDER NAME	FATFISH INTERNET SHAREHOLDING	ENTITLEMENT TO CONSIDERATION SECURITIES
Mr Lau Kin Wai	904,000 ordinary shares (21.12%)	15,209,609 Shares 15,209,609 Consideration Options (16.90% of Consideration Securities)
Mr Pang Hao Chen	600,000 ordinary shares (14.02%)	10,094,873 Shares 10,094,873 Consideration Options (11.22% of Consideration Securities)
Mr Ong Chang Jeh	1,399,800 ordinary shares (32.71%)	21,027,621 Shares 21,027,621 Consideration Options (23.36% of Consideration Securities) and; 2,523,718 Shares 2,523,718 Consideration Options (2.80% of Consideration Securities) to be nominated to MicropiaSdnBhd
MicropiaSdnBhd	300,000 ordinary shares (7.01%)	5,047,437 Shares 5,047,437 Consideration Options (5.61% of Consideration Securities)
Acquiniti Limited	880,000 ordinary shares (20.56%)	14,805,814 Shares 14,805,814 Consideration Options (16.54% of Consideration Securities)
Mr KohPeng Chun	195,600 ordinary shares (4.57%)	3,290,929 Shares 3,290,929 Consideration Options (3.66% of Consideration Securities)
TOTAL	4,279,400 ordinaryshares	72,000,000 Shares 72,000,000 Consideration Options
	100%	80% of Consideration Securities

SHAREHOLDER NAME	FATFISH CAPITAL SHAREHOLDING	ENTITLEMENT TO CONSIDERATION SECURITIES
Navistar Capital Group Limited	1,001 ordinary shares (50.00% )	18,000,000 Shares 18,000,000 Consideration Options (20.00% of Consideration Securities)
TOTAL	1,001ordinary shares	18,000,000 Shares 18,000,000 Consideration Options
	50%	20% of Consideration Securities

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SCHEDULE 3 – PRO-FORMA BALANCE SHEET

ATECH HOLDINGS LTD – Post Transaction

ASSETS Current Assets Cash Trade & other receivables Inventory Financial Assets Total Current Assets Non-Current Assets Fixed Assets Intangible Assets Investments Investment in Fatfish Internet Total Non-Current Assets Total Assets LIABILITIES Current Liabilities Trade and Other Payables Total Current Liabilities Total Liabilities Net Assets EQUITY Contributed Equity Retained Earnings Total Equity	ATH 30 June 2013 AUD$ Minimum Capital Raising1, 2 AUD$ Purchase of Assets3 AUD$ Proforma AUD$ 275,000 2,000,000 2,275,000 2,000 2,000 - -
	277,000 2,000,000 0 2,277,000 - - 18,000,000 18,000,000
	0 0 18,000,000 18,000,000
	277,000 2,000,000 18,000,000 20,277,000 50,000 125,000 175,000
	50,000 125,000 175,000 50,000 125,000 175,000
	227,000 1,875,000 18,000,000 20,102,000
	4,487,232 2,000,000 18,000,000 24,487,232 (4,260,232) (125,000) (4,385,232)
	227,000 1,875,000 18,000,000 20,102,000

Notes

1. Capital raising under the Prospectus, to raise a minimum of AUD$2 million.

2. Cost of the transaction to complete the Acquisition, estimated at AUD$125,000. 3. Purchase of shares under the Acquisition.

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ANNEXURE A – INDEPENDENT EXPERT’S REPORT

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==> picture [171 x 43] intentionally omitted <==

14 October 2013

Level 10, 530 Collins Street Melbourne VIC 3000 T +61 (0)3 8635 1800 F +61 (0)3 8102 3400

www.moorestephens.com.au

The Directors Atech Holdings Limited Suite 102 370 St Kilda Road MELBOURNE VIC 3004

Dear Sirs,

INDEPENDENT EXPERT'S REPORT FOR SHAREHOLDERS OF ATECH HOLDINGS LIMITED

1. Introduction

On 2 July 2013, Atech Holdings Limited (“ATH” or the “Company”) entered into a conditional binding term sheet to acquire:

• 100% of the fully paid ordinary shares of Fatfish Internet Pte Ltd (“Fatfish Internet”), a company incorporated in Singapore; and

• 50% of the fully paid ordinary shares of Fatfish Capital Limited (“Fatfish Capital”), a company incorporated in the British Virgin Islands;

collectively known as the Fatfish Internet Group (“FIG”).

The structure of the Proposed Transaction is set out in the binding Term Sheet between ATH, FIG and the Vendors and is summarised below:

• the Vendors will transfer 100% of the issued share capital of Fatfish Internet and 50% of the issued capital in Fatfish Capital to ATH for $18 million consideration; and

• the sale consideration will be satisfied by ATH issuing 90 million new ATH Shares at $0.20 per share and 90 million options in ATH Shares with an exercise price of $0.25 per share, which will expire on 31 December 2014.

The effects of the Proposed Transaction, if completed, will be:

• the Vendors will hold between 68.0% and 73.6% of the enlarged capital of ATH on an undiluted basis and will have gained control of the Company;

• the Vendors will hold between 74.3% and 81.8% of the enlarged capital of ATH on a fully diluted basis;

• Mr Lau, Kin Wai and Mr Pang Hao Chen will be appointed to the board of the Company assuming the minimum capital raising of $2,000,000 is completed;

• The Company will issue between 10,000,000 and 20,000,000 shares, together with 10,000,000 to 20,000,000 free attaching options, via a prospectus to raise between $2 million and $4 million to meet the requirements of Chapter 1 and Chapter 2 of the ASX Listing Rules in order to have the suspension from the ASX removed so the ATH Shares can re-commence trading on the ASX; and

• a new name for the Company will be put to Shareholders to vote on.

The Directors of ATH have unanimously recommended that ATH Shareholders vote in favour of the Proposed Transaction.

ME_104618520_1 (W2007)

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All of the Directors of ATH intend to vote any Shares they control in favour of the Proposed Transaction.

This letter contains a summary of Moore Stephens Corporate Finance (Melb) Pty Ltd’s (“Moore Stephens”) opinions and has been extracted from the full independent expert’s report (“Report”). This letter and the Report will accompany the Explanatory Booklet sent to Shareholders by ATH.

2. Scope

ATH has engaged Moore Stephens to prepare an independent expert’s report stating whether, in its opinion, the Proposed Transaction is fair and reasonable to ATH Shareholders, and setting out the reasons for our opinions.

Our Report has been prepared in accordance with the Corporations Act (the “Act”), the Corporations Regulations and ASIC Regulatory Guide 111 “ Content of expert reports ” (“RG 111”).

3. Basis of evaluation

In preparing our Report we have had regard to the Regulatory Guides issued by ASIC, in particular the guidelines set out in RG 111. RG 111 states that an issue of shares requiring approval under Item 7 of Section 611 should be analysed as if they were control transactions.

The Act does not define the term “fair and reasonable”; however RG 111 provides that each of these criteria be assessed individually and not as a compound phrase. In this regard, RG 111 provides that:

• an offer is fair if the value of the consideration being offered is equal to or greater than the value of the securities that are the subject of the offer. This comparison is required to be made assuming an acquisition of 100% of the company and irrespective of whether the consideration is scrip or cash;

• an offer is reasonable if it is fair;

• an offer may be reasonable if, despite being not fair, the expert believes there are other reasons for shareholders to accept the offer in the absence of any higher offer before it closes. The following have been identified by ASIC as factors that an expert might consider when deciding whether an offer is reasonable:

• the bidder’s pre-existing voting power in securities in the target;

• other significant security holding blocks in the target;

• the liquidity of the market in the target’s securities; taxation losses, cash flow or other benefits through achieving 100% ownership of the target;

• any special value of the target to the bidder, such as particular technology, the potential to write off outstanding loans from the target;

• the likely market price if the offer is unsuccessful; and

• the value to an alternative bidder and likelihood of an alternative offer being made.

The main purpose of the Report is to deal with the concerns that could reasonably be anticipated of those ATH Shareholders affected by the Proposed Transaction. To this end we have focused on the purpose and outcome of the Proposed Transaction and the issues faced by ATH’s existing shareholders.

Moore Stephens has evaluated the fairness of the Proposed Transaction by comparing the fair market value of ATH Shares before the Proposed Transaction on a control basis with the fair market value of ATH Shares after the Proposed Transaction on a minority basis.

We have evaluated the reasonableness of the Proposed Transaction by considering a number of factors, including:

• whether the Proposed Transaction is fair;

• likely advantages and disadvantages of the Proposed Transaction; and

• the implications to Non-Associated Shareholders if the Proposed Transaction does not complete.

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4. Summary of opinion

The Proposed Transaction is fair to ATH Shareholders

Our assessment of the fairness of the Proposed Transaction is set out in Section 10.1 of our Report. Set out below is a summary of our assessment:

Ref.	Low High
	$AUD $AUD
Underlying value of an ATH share before the Proposed Transaction on a control basis 8 Underlying value of an ATH share after the Proposed Transaction on a control basis 9 Premium Premium %	0.0259 0.0348 0.0603 0.0690
	0.0345 0.0341 133.2% 98.0%

As the value of an ATH share post-Proposed Transaction is greater than the pre-Proposed Transaction value, in our opinion the Proposed Transaction is fair to ATH Shareholders.

The Proposed Transaction is reasonable to ATH Shareholders

Our assessment of the advantages and disadvantages of the Proposed Transaction for ATH Shareholders is set out in Section 10.2 of our Report. Set out below is a summary of those advantages and disadvantages:

Advantages	Disadvantages
ATH has no business activity currently. If the Proposed Transaction is approved, ATH would have an operating business and means to generate revenue.	Existing shareholders (assuming they don’t acquire any shares in the proposed capital raising) would be diluted from 100% to 19.9% of the ordinary shares in ATH if the Proposed Transaction is approved (assuming only a minimum $2,000,000 is raised under the proposed capital raising). FIG shareholders would also be issued 90 million options. If converted, these options would dilute existing shareholders to 11% of the ordinary shares in ATH (assuming only the minimum $2,000,000 is raised under the proposed capital raising and that no other shares are issued).
FIG’s management will work for ATH and bring their wealth of experience and successful track record.	The acquisition of FIG will result in a change in the sector focus and risk profile of the Company. The focus on investing into start-ups through to early growth stage companies in the smartphone technology and e- commerce sectors of the internet industry in South-East Asia and possibly Australia. Investment in internet companies during the early stages of their growth and development is high risk. The level of risk may not be consistent with ATH shareholder risk profile.
ATH can seek to be requoted on the ASX, which would provide existing ATH shareholders with a more liquid investment.
The ATH board does not have any other investment opportunities under consideration.

The ATH board does not have any other investment opportunities under consideration.

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5. Other factors

In evaluating the Proposed Transaction we have also taken the following factors into consideration:

Other factors	Explanation
Possible overpayment for investments by FIG	Our assessment of the value of FIG utilises the original cost of their investments, therefore we must also account for the possibility that FIG overpaid for these investments. Section 10.2.3 details the degree to which FIG would have had to overpay in order for the Proposed Transaction to be unfair, which ranges from 60.7% to 70.0%. As FIG’s management are experienced, successful technology investors, it is suggested there is minimal risk that they would have mispriced an investment to such a degree.
Proposed Transaction does not proceed	The directors of ATH have informed us that they will continue to operate the business on an ‘as is’ basis if the Proposed Transaction does not occur through seeking a timely investment and re-quotation on the ASX. This will allow shareholders to monetise and trade the value of their shares. Further administration and due diligence costs will be incurred in this search, which will further reduce the Company’s cash balance and net asset value. ATH will remain unquoted until such time as it is able to satisfy the requirements of ASX Listing Rules for reinstatement. ATH Shares will be illiquid.

6. Other matters

The decision on whether or not to approve the Proposed Transaction is a matter for each ATH Shareholder based on their own views of the value of ATH and expectations about future market conditions, ATH’s performance, risk profile and investment strategy. If ATH Shareholders are in any doubt about the action they should take in relation to the Proposed Transaction, they should seek their own professional advice.

Our Report has been prepared specifically for ATH Shareholders as a whole. Moore Stephens expressly disclaims any liability to any other party who relies or purports to rely on our Report for any purpose whatsoever.

Our Report contains only general financial product advice as it was prepared without taking into account the effect of the Proposed Transaction on the particular circumstances on individual ATH Shareholders and we have not taken into account the personal objectives, financial situation or needs of individual ATH Shareholders. You should consider the appropriateness of this general financial advice, having regard to your own objectives, financial situation and needs before you act on this advice. You may wish to seek your own financial advice to assist you in assessing the advice in this Report. Our Financial Services Guide is set out in Appendix 1.

The conclusions and opinions in our Report were made at the date of this letter and reflect the circumstances and conditions at that date.

Yours faithfully

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Grant Sincock Director MOORE STEPHENS CORPORATE FINANCE (MELB) PTY LTD

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Table of Contents

1.	The Proposed Transaction............................................................................................................... 8	The Proposed Transaction............................................................................................................... 8
	1.1	Background.............................................................................................................................. 8
	1.2	Structure of the Proposed Transaction.................................................................................... 8
	1.3	Conditions of the Proposed Transaction ................................................................................. 9
	1.4	Board of Directors.................................................................................................................... 9
	1.5	Directors’ Recommendation.................................................................................................... 9
	1.6	Voting Intentions ..................................................................................................................... 9
2.	Scope	of Our Report...................................................................................................................... 10
	2.1	Purpose.................................................................................................................................. 10
	2.2	Scope ..................................................................................................................................... 10
	2.3	Basis of assessment ............................................................................................................... 10
	2.4	General Financial Product Advice.......................................................................................... 11
	2.5	Independence........................................................................................................................ 11
	2.6	Limitations and reliance on information ............................................................................... 11
3.	Valuation Methodologies.............................................................................................................. 13
	3.1	Definition of Value................................................................................................................. 13
	3.2	Overview of Valuation Methods............................................................................................ 13
4.	Overview of Atech Holdings Limited.............................................................................................. 16
	4.1	Company Overview................................................................................................................ 16
	4.2	Financial Performance ........................................................................................................... 16
	4.3	Financial Position................................................................................................................... 17
	4.4	Capital Structure.................................................................................................................... 18
5.	Overview of Fatfish Internet Group............................................................................................... 19
	5.1	Company Overview................................................................................................................ 19
	5.2	Corporate Structure............................................................................................................... 19
	5.3	Investments ........................................................................................................................... 20
	5.4	Financial Performance ........................................................................................................... 22
	5.5	Financial Position................................................................................................................... 24
	5.6	Key Personnel ........................................................................................................................ 26
	5.7	Capital Structure.................................................................................................................... 26
6.	Industry Overview......................................................................................................................... 27
	6.1	South-East Asian IT start-ups................................................................................................. 27
	6.2	Australian IT start-ups............................................................................................................ 28
7.	Valuation of Atech Holdings Limited ............................................................................................. 29
	7.1	Valuation Approach............................................................................................................... 29
	7.2	Valuation of Atech Holdings Limited ..................................................................................... 29
	7.3	Shell Premium........................................................................................................................ 29
	7.4	Net Assets .............................................................................................................................. 30
	7.5	Costs relating to the Proposed Transaction........................................................................... 30
	7.6	Tax Losses .............................................................................................................................. 30
8.	Valuation of Fatfish Internet Group............................................................................................... 31
	8.1	Valuation Approach............................................................................................................... 31
	8.2	Valuation of Fatfish Internet Group....................................................................................... 31
	8.3	Valuation of Fatfish Internet.................................................................................................. 32
	8.4	Valuation of Fatfish Capital.................................................................................................... 36

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9. Underlying value of ATH after the Proposed Transaction.............................................................. 38
9.4 Minority discount .................................................................................................................. 38
10. Evaluation of the Proposed Transaction........................................................................................ 39
10.1 Fairness of the Proposed Transaction ................................................................................... 39
10.2 Reasonableness of the Proposed Transaction....................................................................... 39
10.3 Final agreements ................................................................................................................... 42
10.4 Conclusion ............................................................................................................................. 42
Appendix 1: Financial Services Guide – [x] October 2013...................................................................... 43
Appendix 2: Disclosures........................................................................................................................ 44
Appendix 3: Listed Peer Group Descriptions......................................................................................... 46
Appendix 4: Overview of Equity Valuation Methodologies.................................................................... 49
Appendix 5: Sources of Information ..................................................................................................... 52
Appendix 6: Glossary............................................................................................................................ 53

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Tables

Table 1.1 - ATH Board of Directors post-Proposed Transaction........................................................................... 9 Table 4.1 – ATH’s historic financial performance............................................................................................... 16 Table 4.2 – ATH’s historic financial position....................................................................................................... 17 Table 4.3 - Top 20 ATH shareholders ................................................................................................................. 18 Table 5.1 – FIG’s investments............................................................................................................................. 20 Table 5.2 - Option terms .................................................................................................................................... 20 Table 5.3 - i.jam Reload funding scheme structure............................................................................................ 20 Table 5.4 - Incubator investments...................................................................................................................... 21 Table 5.5 - Direct Ventures equity investments................................................................................................. 21 Table 5.6 - Fatfish Internet’s historic income statement ................................................................................... 22 Table 5.7 - Fatfish Medialab’s historic income statement ................................................................................. 23 Table 5.8 - Fatfish Internet’s historic balance sheet .......................................................................................... 24 Table 5.9 - Fatfish Capital’s historic balance sheet ............................................................................................ 25 Table 5.10 - FIG key personnel........................................................................................................................... 26 Table 5.11 - FIG's capital structure..................................................................................................................... 26 Table 7.1 – Valuation of Atech Holdings Limited ............................................................................................... 29 Table 7.2 – ATH’s net assets............................................................................................................................... 30 Table 8.1 - Value of Fatfish Internet Group........................................................................................................ 31 Table 8.2 - Value of Fatfish Internet................................................................................................................... 32 Table 8.3 - Fatfish Internet’s equity investments............................................................................................... 32 Table 8.4 - Fatfish Internet’s option investments .............................................................................................. 32 Table 8.5 - Option valuation assumptions.......................................................................................................... 33 Table 8.6 - Comparable company volatility........................................................................................................ 34 Table 8.7 - Fatfish Internet’s net assets ............................................................................................................. 35 Table 8.8 - Value of Fatfish Capital..................................................................................................................... 36 Table 8.9 - Fatfish Capital’s equity investments................................................................................................. 36 Table 8.10 - Fatfish Capital’s net assets ............................................................................................................. 37 Table 9.1 - ATH valuation summary ................................................................................................................... 38 Table 10.1 - Fairness of the Proposed Transaction ............................................................................................ 39 Table 10.2 - Advantages of the Proposed Transaction....................................................................................... 39 Table 10.3 - Disadvantages of the Proposed Transaction.................................................................................. 40 Table 10.4 - Impact of the Proposed Transaction on capital structure of ATH.................................................. 41 Table 10.5a - Impact of the Proposed Transaction and Capital Raising on capital structure of ATH................. 41 Table 10.6 - Fairness of the Proposed Transaction cross-check......................................................................... 42 Table 10.7 - Impact if the Proposed Transaction does not proceed .................................................................. 42

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1. The Proposed Transaction

1.1 Background

On 2 July 2013, Atech Holdings Limited (“ATH” or the “Company”) entered into a conditional binding term sheet to acquire:

• 100% of the fully paid ordinary shares of Fatfish Internet Pte Ltd (“Fatfish Internet”), a company incorporated in Singapore; and

• 50% of the fully paid ordinary shares of Fatfish Capital Limited (“Fatfish Capital”), a company incorporated in the British Virgin Islands;

collectively known as the Fatfish Internet Group (“FIG”).

ATH is an Australian company listed on the Australian Securities Exchange (“ASX”). ATH has been suspended from trading on the ASX since at least 1999 and does not have any significant operations or assets other than a cash balance of $225,810 at 31 July 2013.

FIG is headquartered in Singapore and has operations in Singapore, Malaysia and Indonesia. FIG has two core businesses:

• digital incubator that co-manages the i.jam Reload Funding program of the Media Development Authority of the Singapore Government (“MDA”). Under the program, FIG identifies and makes minority investments in early stage internet start-ups. This business is operated through Fatfish Capital and it’s subsidiaries; and

• direct investment into growth stage internet companies. This business is operated through Fatfish Internet.

ATH has agreed to acquire the issued capital of FIG, subject to the conditions in Section 1.3 being met or waived, in exchange for the issue of new shares in ATH (“ATH Shares”) and options to acquire shares in ATH (the “Proposed Transaction”). If the Proposed Transaction is completed, the vendors of FIG and/or their nominees will hold between 68.0% and 73.6% of the issued capital of ATH and between 81.8% and 90% of the options in ATH Shares.

An extraordinary general meeting has been called by the Company for shareholders to consider and vote on the resolutions set out in the Explanatory Statement. The meeting will be held on 22 November 2013. If shareholders vote in favour of acquiring the issued share capital of FIG, the Company will begin the process of complying with the admission requirements of the ASX in Chapters 1 and 2 of the ASX Listing Rules.

1.2 Structure of the Proposed Transaction

The structure of the Proposed Transaction is set out in the binding Term Sheet between ATH, FIG and the Vendors and is summarised below:

• the Vendors will transfer 100% of the issued share capital of Fatfish Internet and 50% of the issued capital in Fatfish Capital to ATH for $18 million consideration.

• the sale consideration will be satisfied by ATH issuing 90 million new ATH Shares at $0.20 per share and 90 million options in ATH Shares with an exercise price of $0.25 per share, which will expire on 31 December 2014.

The effects of the Proposed Transaction, if completed, will be:

• the Vendors will hold between 68.0% and 73.6% of the enlarged capital of ATH on an undiluted basis and will have gained control of the Company;

• the Vendors will hold between 74.3% and 81.8% of the enlarged capital of ATH on a fully diluted basis;

• Mr Lau, Kin Wai and Mr Pang Hao Chen will be appointed to the board of the Company;

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• The Company will issue between 10,000,000 and 20,000,000 shares, together with 10,000,000 to 20,000,000 free attaching options, via a prospectus to raise between $2 million and $4 million to meet the requirements of Chapter 1 and Chapter 2 of the ASX Listing Rules in order to have the suspension from the ASX removed so the ATH Shares can re-commence trading on the ASX; and

• A new name for the Company will be put to Shareholders to vote on.

1.3 Conditions of the Proposed Transaction

Completion of the Proposed Transaction is conditional upon the satisfaction or waiver of the following conditions precedent on or before 25 November 2013:

• ATH appointing its advisors and undertaking all due diligence in respect of FIG;

• The FIG shareholders executing a sale of share agreement for their respective holdings in FIG;

• ATH and FIG obtaining all shareholder approvals necessary to facilitate the Proposed Transaction;

• Upon completion of the Proposed Transaction, Mr Lau, Kin Wai and Mr Pang Hao Chen shall be invited to join the board of ATH; and

• ATH meeting all of the regulatory requirements of ASX and ASIC.

1.4 Board of Directors

If Shareholders vote in favour of the Proposed Transaction, it is proposed that the founders of FIG will be appointed to the Board of ATH. Following completion of the Proposed Transaction, the ATH Board will comprise:

Table 1.1 - ATH Board of Directors post-Proposed Transaction

Directors	Position
Kin Wai Lau*	Executive Chairman
Pang Hao Chen*	Director
Donald Han Low	Director
Jeffrey Hua Yuen	Director
George Karafotias	Director

* FIG founders.

1.5 Directors’ Recommendation

The Directors of ATH have unanimously recommended that Shareholders vote in favour of the Proposed Transaction.

1.6 Voting Intentions

All of the Directors of ATH intend to vote any Shares they control in favour of the Proposed Transaction.

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2. Scope of Our Report

2.1 Purpose

This Report has been prepared by Moore Stephens Corporate Finance (Melb) Pty Ltd (“Moore Stephens”) for inclusion in ATH’s Notice of Extraordinary General Meeting and Explanatory Memorandum to assist Nonassociated Shareholders to decide whether or not to approve the Proposed Transaction.

The sole purpose of this Report is to express our opinion as to whether the Proposed Transaction is fair and reasonable to the non-associated Shareholders and to set out the reasons for our opinion.

2.2 Scope

Section 606 of the Corporations Act (the “Act”) prohibits a person acquiring a relevant interest in the issued voting shares of a company if the acquisition results in the person’s voting power in the company increasing from either below 20% to greater than 20%, or from a starting point between 20% and 90%, without making an offer to all shareholders of the company.

However, Item 7 of Section 611 of the Act provides an exemption to this general prohibition where the increase is approved in a general meeting by shareholders of the company.

Item 7 of Section 611 also states that the members of the company must be given all information known to the person proposing to make the acquisition or their associates, or known to the company, that was material to the decision on how to vote on the resolution.

Regulatory Guide 74 “ Acquisitions approved by shareholders ” (“RG 74”) and Regulatory Guide 111 ” Content of expert reports ” (“RG 111”) sets out ASIC’s policy on the operation of Item 7 of Section 611 of the Corporations Act.

RG 74 requires members of the target entity to be provided with all information known to the acquirer or the target entity that is material to the decision on how to vote on the resolution. ASIC consider that the directors of the target company provide members with an independent expert’s report or a detailed directors’ report on the proposed transaction to satisfy the obligation to disclose all material information. The analysis by the independent expert or the directors should comply with RG 111.

Accordingly, the directors of ATH have engaged Moore Stephens to prepare an independent expert’s report stating whether in its opinion the issue of ATH Shares to the Vendors as consideration for the acquisition of FIG is fair and reasonable to the non-associated shareholders for the purposes of Item 7 of Section 611 of the Act.

2.3 Basis of assessment

In preparing our Report we have had regard to the Regulatory Guides issued by ASIC, in particular the guidelines set out in RG 111. RG 111 states that an issue of shares requiring approval under Item 7 of Section 611 should be analysed as if they were control transactions.

The Act does not define the term “fair and reasonable”; however RG 111 provides that each of these criteria be assessed individually and not as a compound phrase. In this regard, RG 111 provides that:

• an offer is fair if the value of the consideration being offered is equal to or greater than the value of the securities that are the subject of the offer. This comparison is required to be made assuming an acquisition of 100% of the company and irrespective of whether the consideration is scrip or cash;

• an offer is reasonable if it is fair;

• an offer may be reasonable if, despite being not fair, the expert believes there are other reasons for shareholders to accept the offer in the absence of any higher offer before it closes. The following have been identified by ASIC as factors that an expert might consider when deciding whether an offer is reasonable:

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• the bidder’s pre-existing voting power in securities in the target;

• other significant security holding blocks in the target;

• the liquidity of the market in the target’s securities; taxation losses, cash flow or other benefits through achieving 100% ownership of the target;

• any special value of the target to the bidder, such as particular technology, the potential to write off outstanding loans from the target;

• the likely market price if the offer is unsuccessful; and

• the value to an alternative bidder and likelihood of an alternative offer being made.

The main purpose of the Report is to deal with the concerns that could reasonably be anticipated of those ATH Shareholders affected by the Proposed Transaction. To this end we have focused on the purpose and outcome of the Proposed Transaction and the issues faced by ATH’s existing shareholders.

Moore Stephens has evaluated the fairness of the Proposed Transaction by comparing the fair market value of ATH Shares before the Proposed Transaction on a control basis with the fair market value of ATH Shares after the Proposed Transaction on a minority basis.

We have evaluated the reasonableness of the Proposed Transaction by considering a number of factors, including:

• whether the Proposed Transaction is fair;

• likely advantages and disadvantages of the Proposed Transaction; and

• the implications to Non-Associated Shareholders if the Proposed Transaction does not complete.

2.4 General Financial Product Advice

This Report contains only general financial product advice as it was prepared without taking into account the effect of the Proposed Transaction on the particular circumstances of individual Shareholders and we have not taken into account the personal objectives, financial situation or needs of individual Shareholders.

You should consider the appropriateness of this general financial advice having regard to your own objectives, financial situation and needs before you act on this advice. Individual Shareholders should seek their own financial advice.

Appendix 1 contains our Financial Services Guide.

2.5 Independence

Prior to accepting this engagement, we considered our independence with reference to ASIC Regulatory Guide 112 “ Independence of experts ”. In our opinion, we are independent of ATH and the outcome of the Proposed Transaction.

2.6 Limitations and reliance on information

It is not intended that this Report should be used or relied on for any purpose other than to assist Shareholders to decide whether or not to approve the Proposed Transaction. Moore Stephens expressly disclaims any liability to any ATH Shareholder who relies or purports to rely on the Report for any other purpose and to any other party who relies or purports to rely on the Report for any purpose whatsoever.

No extract, quote or copy of this Report, in whole or in part, should be reproduced without the prior written consent of Moore Stephens, as to the form and context in which it appears.

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Statements and opinions contained in this Report are given in good faith. Our Report is based on financial and other information provided by ATH and public and non-public information. A listing of this information is included in Appendix 5 of this Report. In forming our opinions we have reviewed and relied on this information and believe that the information provided is reliable, accurate, complete and not misleading. Although this information has been evaluated through analysis, enquiry and review to the extent we regard as appropriate for the purposes of this Report, inherently such information is not always capable of independent verification. We have no reason to believe that material facts or information have been withheld by the Company. Our enquires and procedures do not constitute an audit, extensive examination or “due diligence” investigation. None of these assignments have been undertaken by Moore Stephens.

Our opinion is based on market, economic and other factors existing at the date of this Report. Such conditions can change significantly in short periods of time. We in no way guarantee, explicitly or otherwise, whether future profits will be achieved. Budgets, forecasts and projections are inherently uncertain. They include assumptions regarding future events which are beyond the control of ATH. Actual results may vary significantly from forecasts and budgets which will impact the valuation of ATH Shares.

Capitalised terms used in this Report that are not defined in the Glossary in Appendix 6 have the same meaning as defined in the Explanatory Booklet. Amounts in this Report are in Australian Dollars unless otherwise stated.

Draft copies of this Report were provided to the Directors, management and advisers of ATH and to FIG for them to review the factual accuracy of the Report. The opinions in this Report were not subject to review by those parties and remain the responsibility of Moore Stephens. Changes made to this Report as a result of the reviews for factual accuracy have not changed the conclusions reached by us.

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3. Valuation Methodologies

3.1 Definition of Value

Moore Stephens has assessed the value of FIG and the value of an ATH Share using the concept of fair value. Fair value is commonly defined as: the price that would be negotiated in an open and unrestrained market between a knowledgeable, willing but not anxious buyer and a knowledgeable, willing but not anxious seller acting at arm’s length.

This definition implies that the circumstances of the valuation are hypothetical, without regard to the identity of either the buyer or the seller. Accordingly, the specific circumstances of a particular party are not taken into account (e.g. special value) to the extent that such circumstances do not apply to other parties. This is because, hypothetically, a purchaser that can extract unique special value is unlikely to fully include the special value in an offer price where such value is not available to other parties.

3.2 Overview of Valuation Methods

RG 111 sets out the valuation methods appropriate for an independent expert to consider when, amongst other things, valuing shares or assets for the purpose of a takeover. These include:

• the discounted cash flow ("DCF") method and the estimated realisable value of any surplus assets;

• the application of earnings multiples (appropriate to the business or industry in which the entity operates) to the estimated future maintainable earnings or cash flows of the entity (capitalisation of future maintainable earnings method), added to the estimated realisable value of any surplus assets;

• the amount that would be available for distribution to security holders on an orderly realisation of assets;

• the quoted price for listed securities, when there is a liquid and active market and allowing for the fact that the quoted price may not reflect their value, should 100% of the securities be available for sale; and

• any recent genuine offers received by the target for any business units or assets as a basis for valuation of those business units or assets.

RG111 also sets out the appropriate valuation methodologies for an independent expert to consider when valuing thinly traded or unlisted options. These methodologies are the Black-Scholes model and the Binomial model. The Black-Scholes model uses an equation derived from an assumption of no arbitrage whereas the Binomial model utilises simulations to measure possible future movements in the stock price and the impact of those movements on the value of an option. These methodologies produce the same value for European options; however, the Black-Scholes model requires modification to value American options.

ASIC does not suggest that these lists are exhaustive or that an independent expert should use a particular valuation method. Rather, each of the above valuation methods has application in different circumstances. These circumstances include the nature, profitability and financial position of the business being valued and the quality of information available. The decision as to which method to use lies with the expert based on the expert’s skill and judgement.

It is normal practice to utilise a combination of the methods in performing a valuation to provide an effective cross-check of the results derived from the utilisation of the primary valuation approach.

A detailed overview of potential equity valuation methodologies is provided in Appendix 4.

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Selection of Methods

3.2.1 Atech Holdings Limited

ATH is a corporate shell, meaning it has no significant operations and no assets aside from cash. It is therefore impossible to value the Company using traditional earnings-based methodologies such as DCF or multiples analysis. We have therefore valued ATH through reference to the market value of the Company’s net assets less costs likely to be incurred whether the Proposed Transaction proceeds or not. We have added a premium to the market value of net assets to reflect the perceived value of a listed shell company in the market.

The market value of ATH’s net assets has been based on the assets and liabilities in the 30 June unaudited management accounts.

The market value of a shell has been determined through our professional experience.

A valuation based on the market value of net assets assumes 100% control of those assets and incorporates a premium for control. Valuing ATH on a controlling basis is appropriate as the ATH shareholders will be giving up control if the Proposed Transaction is approved.

A shell is considered clean if there are minimal risks and costs associated with reinstating the shell’s shares on the ASX. Common costs include accounting and audit fees related to updating financial accounts, tax liabilities, disposal of redundant business lines and legal disputes. The reinstatement of a clean shell’s shares is a simple procedure with minimal disruption to the company being taken over as part of the reverse takeover, whereas a dirty shell can take a significant amount of time, effort and cost to clean.

3.2.2 Fatfish Internet Group

The value of FIG is tied up in the value of its investments; however, the nature of these investments means it is potentially misleading to use valuation methodologies based on earnings, such as DCF and multiples analysis. We have therefore adopted the market value of net assets as our valuation methodology.

The largest asset held by FIG is its investments in South-East Asian start-ups. Management has provided us with DCF valuations of each of its investee companies; however, the projections underlying these valuations are hypothetical in nature as these companies are start-ups with either no revenues or no historical track record of earnings. ASIC Regulatory Guide 170 “ Prospective financial information ” and RG111 both state that hypothetical assumptions cannot be used as the only support for forecasts in an Independent Expert Report as they are potentially misleading and provide limited information to investors. Therefore, we have elected not to utilise management’s projections.

We have utilised the cost base for valuing FIG’s investments. All of FIG’s equity investments were made from 2 January 2013 to 15 May 2013. Since these investments were made there haven’t been significant changes to the operations of the investee companies and the time elapsed since the investments were made is short. We have therefore assumed that the value of these investments hasn’t changed materially since they were made.

We have made the assumption that FIG didn’t misprice their initial investments, either high or low, as the founders have a track record of successfully investing and exiting technology start-ups in South-East Asia. We have addressed the risk that FIG have mispriced their investments in Section 10.2.3 through analysis of how far the value of its equity investments would have to fall to make the Proposed Transaction unfair. We have only undertaken analysis on the risk FIG have overpaid for their investments, as any discount on the value of investments will benefit ATH shareholders.

The market value of FIG’s net assets has been based on the assets and liabilities in the 30 June 2013 unaudited management accounts.

FIG also holds options to increase their investments in VDancer Pte Ltd (“VDancer”), Dressabelle Pte Ltd (“Dressabelle”) and Kensington Ventures Pte Ltd (“Kensington Ventures”). The options held by FIG are

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American in nature, which means they can be exercised at any date prior to maturity. We have therefore valued these options using the binomial option pricing model.

The options in VDancer and Kensington Ventures have a standard structure, whereby cash is exchanged for a stake in the company.

There are two options held in Dressabelle. The first Dressabelle option entails a swap of 9% of the equity in Dressabelle for 6% of the enlarged equity in Fatfish Internet or a holding company that is listed or in the process of listing on a stock exchange. We have been informed that should this option be exercised postProposed Transaction, any exchange of shares would occur between Fatfish Internet and Dressabelle, which therefore means the Company’s holding in Fatfish Internet would be diluted. The second Dressabelle option is for the acquisition of 40% of the enlarged equity in Dressabelle (through the issuance of new shares) in exchange for $SGD 585,000. If both options are exercised, Fatfish Internet would control 64% of the share capital of Dressabelle.

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4. Overview of Atech Holdings Limited

4.1 Company Overview

ATH is an Australian company listed on the ASX, but suspended from trading since the 1990’s. ATH has no operations or significant assets other than cash. The Company is earning interest on cash while it searches for businesses or companies to invest in. During the last 3 years, ATH has spent $1,525,502 investigating potential investments.

4.2 Financial Performance

The following table sets out the summarised historic financial performance of ATH:

Table 4.1 - ATH’s historic financial performance

	FY2010 FY2011 FY2012 HY2013
	Audited Audited Audited Reviewed
	$ $ $ $
Revenue Accounting fees Audit fees Acquisition fees Consulting fees Depreciation Director's fees Due diligence Fringe benefits expense Impairment of loans receivable Legal fees Listing fees Loss on sale of asset Motor vehicle expenses Secretarial fees Share registry fees Travel and accommodation expenses Other expenses Net profit/(loss) before tax Income tax expense After tax profit/(loss)	81,743 92,708 28,409 4,365 19,043 13,689 19,940 2,809 14,761 8,824 19,039 - 21,903 19,699 500,000 - 42,000 50,000 - 15,033 762 3,377 12,760 - - - - - - - - - - - 25,270 - - - 652,369 - 1,818 25,858 36,019 - 16,327 16,401 16,401 - - - 40,309 - - - 8,929 - 36,000 42,000 43,408 3,500 4,752 5,288 5,047 20,661 28,607 31,828 32,324 1,389 26,201 9,849 21,130 6,023
	(130,431) (134,105) (1,404,536) (45,050) - - - -
	(130,431) (134,105) (1,404,536) (45,050)

Source: Atech Holdings Limited’s audited financial accounts.

Key observations in relation to ATH‘s historic financial performance are set out below:

• ATH‘s declining revenue is linked directly to its declining cash balance, as its only source of revenue is interest.

• The $500,000 acquisition fee in FY2012 is related to the proposed acquisition of PT. Apuah Kutai Langgong; however, this transaction did not go ahead.

• The loan receivable impairment is related to an advance of $235,000 ATH gave to PT. Apuah Kutai Langgong to assist with transport costs for coal delivery and a loan of $417,369 to Alpha Wealth Financial Services Pty Ltd.

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4.3 Financial Position

The following table sets out the summarised historical financial position of ATH:

Table 4.2 – ATH’s historic financial position

	30-Jun-10 30-Jun-11 30-Jun-12 30-Jun-13
	Audited Audited Audited Unaudited
	$ $ $ $
Current assets Cash and cash equivalents Trade and other receivables Total current assets Non-current assets Property, plant and equipment 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	1,850,294 870,376 393,358 274,941 122,131 864,104 53,866 1,871
	1,972,425 1,734,480 447,224 276,812 2,062 103,069 - -
	2,062 103,069 - -
	1,974,487 1,837,549 447,224 276,812
	30,093 27,260 41,471 49,902
	30,093 27,260 41,471 49,902
	30,093 27,260 41,471 49,902
	1,944,394 1,810,289 405,753 226,910
	4,487,232 4,487,232 4,487,232 4,487,232 (2,542,838) (2,676,943) (4,081,479) (4,260,322)
	1,944,394 1,810,289 405,753 226,910

Source: Atech Holdings Limited’s audited financial accounts.

We note the following with regard to ATH’s historic balance sheets:

 The Company’s cash balance has deteriorated significantly over the previous 4 years as the Company has incurred losses relating to potential investments in PT. Apuah Kutai Langgong and Alpha Wealth Financial Services Pty Ltd, both of which did not proceed.

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4.4 Capital Structure

As at 30 June 2013, ATH had 22,327,406 fully paid, ordinary shares on issue. The top 20 shareholders as at this date are outlined in Table 4.3.

Table 4.3 - Top 20 ATH shareholders

Shareholder	Number of shares Proportion of issued shares
Shane Peter Copper Ridge PL Ridwan Bin Abd Rahman Mohd Nadzir Bin Mahmud Tuan Tong Tan Tan Sri Dato Talja Bin Hashim Orow Nabil Cheng Tong Wilfred Choo Choi Man Kay Jade Tower Limited Alan Chui Richard Ng Keok Seng Kwee Beng Lim Kian Meng Chua Reynold Fang Puan Sridatin Miti Aishah Wee Loke Tang Nellie Chui Seah Yeak Khiam Yong Cheng Wai Total	3,684,211 16.50% 3,272,454 14.66% 2,912,000 13.04% 2,631,579 11.79% 950,000 4.25% 675,000 3.02% 551,850 2.47% 527,981 2.36% 500,000 2.24% 489,210 2.19% 420,000 1.88% 202,000 0.90% 151,483 0.68% 150,000 0.67% 150,000 0.67% 100,000 0.45% 100,000 0.45% 89,758 0.40% 88,000 0.39% 78,000 0.35%
	17,723,526 79.38%

Shares in ATH are listed; however none have traded in a significant period and are suspended from quotation.

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5. Overview of Fatfish Internet Group

5.1 Company Overview

FIG is an internet venture group headquartered in Singapore, with presence across Singapore, Malaysia and Indonesia. FIG focuses on investing in e-commerce and smartphone technology within South-East Asia. FIG has made 7 investments to date with no exits.

FIG was founded in August 2011 by a group of experienced technology entrepreneurs with a two-pronged business model through its incubator model and its direct ventures model. The incubator model is named Fatfish Medialab Pte Ltd (“Fatfish Medialab”), which was selected by the MDA as an official incubator for the i.jam Reload funding scheme. It identifies and invests in early-stage start-ups, taking a minority stake in high potential start-ups. The direct ventures model invests in growth stage internet businesses, taking substantial or majority stakes.

5.2 Corporate Structure

FIG’s corporate structure is illustrated below. The blue shaded companies are the investment holding companies, whereas the green shaded companies are the investments made by FIG.

Figure 1 – FIG’s corporate structure

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*Note: There are two options held over shares in Dressabelle. One is to acquire 40% of the enlarged capital in Dressabelle for $SGD585,000, which can be exercised by Atech post-Proposed Transaction. The other option is to acquire 9% of the enlarged capital in Dressabelle for 6% of the equity capital in Fatfish Internet. Any share exchange resulting from the exercise of this option is between Fatfish Internet and Dressabelle, which means Atech shareholders would have their holding in Fatfish Internet diluted.

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5.3 Investments

FIG’s investments are held by Fatfish Medialab and Fatfish Internet. A summary of the investments made by FIG is detailed in Table 5.1.

Table 5.1 – FIG’s investments

Investee company	Investment date	Investor company	Holding %	Investment $SGD
Autodirect Corporation	15-May-13	Fatfish Internet	65%	9,000,000
Dressabelle Pte Ltd	27-Apr-13	Fatfish Internet	15%	100,000
Novatap Pte Ltd	26-Feb-13	Fatfish Medialab	15%	55,000
Kensington Ventures Pte Ltd	02-Jan-13	Fatfish Medialab	10%	55,000
Vdancer Pte Ltd	02-Jan-13	Fatfish Medialab	5%	55,000
Peeplepass Pte Ltd	02-Jan-13	Fatfish Medialab	4%	55,000

Fatfish Internet also holds options in three of the investee companies. The key terms of these options are outlined in Table 5.2.

Table 5.2 - Option terms

	Stake to be acquired	Shares to be acquired	Payment upon exercise	Maturity
	%		SGD
Kensington Ventures Pte Ltd	92.5%	300,000	1	25-Jun-15
Vdancer Pte Ltd	90.0%	300,000	1	25-Jun-15
Dressabelle Pte Ltd cash option	40.0%	-	585,000	27-Apr-15
Dressabelle Pte Ltd exchange option	9.0%	-	6% of Fatfish	27-Apr-15

The Kensington Ventures and Vdancer options are standard call options in that upon exercise a set cash amount, in this case $SGD 1, is exchanged for 300,000 shares. Both of these options were acquired by Fatfish Internet for $SGD 3,000,000 each. The Dressabelle cash option is also a standard call option, as $SGD 585,000 is exchanged for 40% of the enlarged equity in Dressabelle upon exercise. The terms of the Dressabelle exchange option is more complicated. Upon exercise, 9% of the equity in Dressabelle is acquired by Fatfish Internet in exchange for 6% of the equity in Fatfish Internet, or a holding company that is listed or in the process of listing on a stock exchange. We have been advised that any exchange of shares resulting from the exercise of this option would be between Fatfish Internet and Dressabelle.

It must be noted that there is no option agreement for Fatfish Internet’s options over stakes in Dressabelle. The terms of the exchange option is only outlined in a binding term sheet, not in the final share sale agreement that followed the term sheet and the terms of the cash option have only been outlined in a letter sent by FIG.

5.3.1 Fatfish Capital Ltd

The incubator division is operated by Fatfish Capital, which owns 100% of Fatfish Medialab. The division has been selected by the MDA as an official incubator for the i.Jam Reload funding scheme, which allows the division to invest up to $SGD 250,000 in approved start-ups. Of this $SGD 250,000, $SGD 150,000 is funded through grants as part of the i.jam Reload funding scheme, which is structured as follows:

Table 5.3 - i.jam Reload funding scheme structure

Tier 1	If Fatfish Capital invest $SGD 50,000 into an approved start up, the MDA will reimburse Fatfish Capital with a$SGD 50,000grant.
Tier 2	If Fatfish Capital make an investment of $SGD 100,000 into an approved start up,MDA willprovide a matching grant of$SGD 100,000.

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The incubator division has investments in four start-ups which are summarised in Table 5.4.

Table 5.4 - Incubator investments

Investment	Holding	Details
Peeplepass Pte Ltd	4%	Social media start-up based on travel data analytics.
VDancer Pte Ltd	5% with an option to acquire 90%	Mobile game based around a 3D avatar dancing to the tune of input music. The company licenses 3D software technology and has developed a commercial grade game engine for mobile devices from it.
Kensington Ventures Pte Ltd	10% with an option to acquire 92.5%	Kensington Ventures owns Blazable.com, a cloud based mobile game application generator which seeks to simplify the mobile game development process. The company is currently working on five games, which range from 90% completed to 5% completed.
Novatap Pte Ltd	15%	A website development service which is equipped with several industry specific templates, a webpage editor and commonly used plug-ins. Novatap has won the Singapore-Cambridge Startup Competition and the Singapore leg of the Seed Star Global Startup Challenge.

5.3.2 Fatfish Internet Pte Ltd

The direct ventures division invests in internet companies with high growth potential across South-East Asia. It is run through Fatfish Internet and has investments in the shares of 2 companies and options in 3 companies. The direct ventures division commits greater resources to its investments than the incubator division as it targets companies that have a product to commercialise or are in the growth phase.

The direct ventures division holds options on investments into VDancer, Dressabelle and Kensington Ventures, which are outlined in Table 4.2, and also has investments in Dressabelle and Autodirect Corporation, which are summarised in Table 5.5

Table 5.5 - Direct Ventures equity investments.

Investment	Holding	Details
Dressabelle Pte Ltd	15% with options to acquire a further 49%	Dressabelle is an online fashion retailer based in Singapore which has been operating for 5 years. The company is forecast to earn SGD 1.5 million revenue in the year ended 31 December 2013 in Singapore, and is expanding into Malaysia and Thailand.
AutoDirect Corporation	65%	AutoDirect operates RajaPremi.com, the first Indonesian vehicle insurance internet portal. The company began commercial operations on 15 June 2013.

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5.4 Financial Performance

The following table sets out the summarised unaudited historic financial performance of Fatfish Internet:

Table 5.6 - Fatfish Internet’s historic income statement

	From 8 April 2013
	to 30 June 2013
	$SGD
Revenue Cost of goods sold Gross profit Advertising Depreciation Entertainment Licensing/virtual wallet Parking, toll and petrol Payroll expenses Printing and stationaries Professional fees Rent expense Small tools and equipment Staff benefit Stamp duty Travelling expenses Bank service charges Miscellaneous expenses Total expenses Net profit/(loss)	- -
	- 252 131 128 706 19 10,634 29 1,299 1,600 22 174 48 930 167 11
	16,149
	(16,149)

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The following table sets out the summarised unaudited historic financial performance of Fatfish Medialab:

Table 5.7 - Fatfish Medialab’s historic income statement

	From 1 January 2013
	to 30 June 2013
	$SGD
Revenue Cost of goods sold Gross profit Administrative expenses Meals and entertainment Office supplies Payroll expenses Postage and delivery Printing and reproduction Professional fees Rent expense Repairs and maintenance Telecommunication services Travel expense Utilities Bank service charges Vehicle expenses Total expenses Net profit/(loss)	7,923 -
	7,923 30 159 170 18,142 78 50 2,645 9,084 143 1,522 81 1,729 169 315
	34,315
	(26,392)

Note: The Proposed Transaction involves a 50% stake in Fatfish Capital; however, Fatfish Capital’s operations are conducted through Fatfish Medialab, which is owned 100% by Fatfish Capital. We have therefore outlined Fatfish Medialab’s income statement, but Fatfish Capital’s balance sheets as these best reflect the performance and position of Fatfish Capital.

Key observations in relation to FIG’s historic financial performance are set out below:

• Fatfish Internet and Fatfish Medialab generate minimal revenue as they invest in start-up technology companies.

• The key expense for both entities is payroll, with the second largest being rent.

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5.5 Financial Position

The following table sets out the summarised unaudited historical financial position of Fatfish Internet:

Table 5.8 - Fatfish Internet’s historic balance sheet

		30-Jun-13
		$SGD
	Assets Current assets Advance to related parties Cash and cash equivalents Total current assets Non-current assets Investments Investment options Property, plant and equipment Total non-current assets Total assets Liabilities Current liabilities Director's advance Total current liabilities Non-current liabilities Other payables Total non-current payables Total liabilities Net assets Equity Paid up capital Capital/revaluation reserve Retained earnings/(losses) Total equity	85,000 2,845
		87,845 27,934,580 15,000,000 4,466
		42,939,046
		43,026,891
		500
		500 2
		2
		502
		43,026,389
		15,207,960 27,834,578 (16,149)
		43,026,389

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The following table sets out the summarised unaudited historical financial position of Fatfish Capital:

Table 5.9 - Fatfish Capital’s historic balance sheet

		30-Jun-13
		$SGD
	Assets Current assets Cash held by director Cash and cash equivalents Total current assets Non-current assets Investment Goodwill Total non-current assets Total assets Liabilities Current liabilities Director's advance Advance by subsidiary Total current liabilities Total liabilities Net assets Equity Paid up capital Capital/revaluation reserve Retained earnings/(losses) Total equity	24,103 16,041
		40,144 13,161,407 249,750
		13,411,157
		13,451,301
		3,000 87,004
		90,004
		90,004
		13,361,297
		200,200 13,161,157 (60)
		13,361,297

Note: The Proposed Transaction involves a 50% stake in Fatfish Capital; however, Fatfish Capital’s operations are conducted through Fatfish Medialab, which is owned 100% by Fatfish Capital. We have therefore outlined Fatfish Medialab’s income statement, but Fatfish Capital’s balance sheets as these best reflect the performance and position of Fatfish Capital.

We note the following with regard to FIG’s historic balance sheets:

• The FIG balance sheets show the value of the investments at directors’ valuations, rather than cost. The directors have valued the investments using a discounted cash flow methodology using a discount rate of 6.38% p.a. The cash flow projections are based upon the director’s assumptions on the proportion of the respective markets each company will be able to capture over a 5 year time frame, as well as exit values.

• There is no bank debt in either company.

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5.6 Key Personnel

The key personnel involved in the FIG as at the date of this Report are:

Table 5.10 - FIG key personnel

Name	Position
Kin Wai Lau	Chief Executive Officer, Fatfish Internet Group
Pang Hao Chen	Director of Corporate Affairs, Fatfish Internet Group
Chow Yen-Lu	Director, Fatfish Medialab
Ong Change Jeh	Entrepreneur-In-Residence, Fatfish Internet Group & Chief Executive
	Officer, Autodirect Corporation
Peter Kellock	Entrepreneur-In-Residence
Chris Edevmon	Advisor, Fatfish Medialab

5.7 Capital Structure

FIG’s capital structure as at the date of this Report is:

Table 5.11 - FIG's capital structure

No. of shares Proportion (%)	No. of shares Proportion (%)
Panel A: Fatfish Internet
Lau Kin Wai Ng Kok Thye Ong Chang Jeh Pang Hao Chen Acquiniti Limited Koh Peng Chun Total	600,000 18.29% 300,000 9.15% 1,399,800 42.68% 500,000 15.25% 330,000 10.06% 149,800 4.57%
	3,279,600 100
Panel B: Fatfish Capital
Navistar Capital Group Ltd Total	1,001 50%
	1,001 50%

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6. Industry Overview

FIG’s investments are focused on South-East Asia, and if the Proposed Transaction is approved, this focus may expand to include Australia. We have therefore focused on these two regions in our analysis of the state of the IT start-up industry.

6.1 South-East Asian IT start-ups

The IT start-up scene in South-East Asia is growing rapidly as investors and entrepreneurs seek to take advantage of the large regional population and growing connectivity through the internet and smartphones.

Limited internet infrastructure has meant that many South-East Asian countries have had restricted internet connectivity. The growth in smartphone ownership across the region has provided a solution to this issue, and the rapid growth suggests a growing appetite for the internet and its associated applications.

Between July 2011 and June 2012, $13.7 billion in smartphones were acquired across Singapore, Malaysia, Indonesia, Vietnam, Cambodia and the Philippines, despite smartphones only making up 25% of mobile phone sales in these countries. The Cisco Visual Networking Index (May 2013) forecasts that the Asia Pacific will be the largest consumer of IP traffic by 2016, with a compound annual growth rate of 26% forecast from 2012 to 2017. The Asia Pacific region is also forecast to remain the largest consumer of mobile data from 2012 to 2017. The forecast growth is illustrated in Figure 2.

Figure 2 - Asia Pacific forecast internet consumption

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----- Start of picture text -----

50,000 6,000
45,000
5,000
40,000
35,000
4,000
30,000
25,000 3,000
20,000
2,000
15,000
10,000
1,000
5,000
- -
2012 2013 2014 2015 2016 2017
IP traffic Mobile data and internet traffic
IP traffic consumption (petabytes per month)
Mobile data and internet traffic (petabytes per month)
----- End of picture text -----

Source: Cisco Visual Networking Index: Forecast and Methodology, 2012-2017

This rapid growth in South-East Asian internet consumption has resulted in strong growth in the start-up scene across the region. Singapore is the central driver of this growth, as government initiatives have spurred growth in incubators and co-working spaces, as well as venture capital funding. Singaporean government funding is focused on the pre-seed stage at $50,000 to $250,000 through the i.Jam, Spring Proof of Concept and JFDI programs, and the seed stage at $500,000 to $1,000,000 through the Spring Proof of Value and NRF/TIS programs. These programs are part of the Singaporean government’s target of doubling the number of local companies with at least $80 million in revenue by 2020.

Growth in the IT start-up industry has not only been funded through government grants, as start-up hubs and venture capital have been appearing across the region. 3 world class co-working spaces have opened in

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Bangkok and there has been significant growth in Vietnam and Cambodia. The growth and attention the region’s start-ups have received is perhaps best exemplified through the funding provided by Rocket Internet. Rocket has invested significantly into South-East Asia and with an extra $1.3 billion in capital raised in the first half of 2013 there is scope for further investments.

6.2 Australian IT start-ups

The Australian tech start-up industry and software publishing industry have been growing over the past five years and strong future growth has been forecast. Enhanced internet technology and connectivity and increasing government support have helped to spur this growth.

IBISWorld has estimated that Australian software publishing revenue grew at 1.5% CAGR over the past five years to $1.3 billion in the 2012/13 financial year. They have forecast 5.3% CAGR over the next 5 years to annual revenue of $1.7 billion in the 2017/18 financial year. This growth is projected to be largely amongst smaller companies, as falling barriers to entry and increased government assistance through the R&D tax credit and Innovation Investment Fund assist smaller firms more than large firms.

Over the longer term, PwC have forecast that the Australian tech start-up industry has the potential to earn $109 billion (equivalent to approximately 4% of GDP) and produce 540,000 jobs by 2033 if there is enhanced government support and a change in the Australian mindset towards entrepreneurial ventures. The report is titled ‘ The startup economy’ and was commissioned by Google to investigate how to accelerate growth in the Australian technology industry. It identified the falling supply of computer science graduates and scarce funding as the greatest barriers to the forecast growth.

The Australian start-up industry is focused on the east coast and on information media and telecommunications. In 2012 there were 1,500 technology start-ups, of which 950 were located in Sydney and 350 were located in Melbourne. The overall distribution across Australia is illustrated in Figure 3.

Figure 3 - Location of Australian tech start-ups

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Source: The startup economy, PwC April 2013

Australian start-up funding has been scarce, with a strong angel investor base but little venture capital or access to the vast superannuation funds. Early stage angel funding has been growing over recent years, from 10 deals totalling $4 million in 2010 to 39 deals totalling $29 million in 2012; however, there is little available funding beyond this stage. A lack of a track record of returns has resulted in little venture capital funding available, and this has also resulted in superannuation funds investing little, although the small deal size and high risk has also impacted upon superannuation funding of tech start-ups.

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7. Valuation of Atech Holdings Limited

7.1 Valuation Approach

We have assessed the value of ATH on a controlling basis for evaluating the Proposed Transaction

We have assessed the value of the ATH business by aggregating:

• the market value of a shell;

• the value of the Company’s net assets as at 31 July 2013; and

• the costs that are likely to be incurred as a result of the Proposed Transaction.

7.2 Valuation of Atech Holdings Limited

A summary of our assessment of the value of ATH on a controlling basis is provided below:

Table 7.1 - Valuation of Atech Holdings Limited

f	Low High
Re.	$AUD $AUD
Shell premium 7.3 Net assets 7.4 Costs relating to Proposed Transaction 7.5 Value of Atech Holdings Limited Atech shares on issue Atech value per share	500,000 700,000 177,779 177,779 (100,000) (100,000)
	577,779 777,779 22,327,406 22,327,406 0.0259 0.0348

7.3 Shell Premium

The value of the ATH shell premium has been determined through our professional judgement of the quality of the shell and our professional experience.

The quality of a shell is determined by a number of factors, which reflect how attractive the shell would be for a potential reverse takeover. These factors include:

• the shareholder spread , which impacts upon the number of marketable parcels. Chapter 1 of the ASX Listing rules states that there must be at least 400 parcels of a minimum $2,000. Therefore, a greater spread of shareholders in the shell makes it easier to reinstate the shell’s shares on the ASX, therefore making the shell more attractive and valuable;

• whether the listing fees are up to date and the listing is still intact. If the listing fees are up to date and the shell is still listed, just unquoted, then the costs of reinstatement are lower. If the company still owes listing fees then the reinstatement will be more expensive, and therefore reduce the appeal and value of the shell;

• whether the accounts are up to date . If the accounts are up to date then there will be no additional impact on costs related to reinstating shares on the ASX; however, if the company’s accounts are out of date, then there will be costs involved in updating the accounts and having them audited;

• if the shell has a cash balance . Cash will obviously increase the value of the shell, as it is a liquid asset the company being acquired can use;

• whether the shell operated the same type of business as the one being acquired . If the shell and the target company have similar operations, then a shareholder vote on the change of business operations can be avoided; however, if they have completely different operations then there will need to be a shareholder vote to approve a change in the nature of operations. A shell of similar operations as the company being acquired is therefore more appealing and valuable; and

• whether the shell has any liabilities or contingencies . If the company is free of liabilities and contingencies it is more valuable than one which does because it is easier to move a new business into the shell without legacy issues from the prior operations.

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ATH’s listing fees and accounts are up to date, there is a cash account of $225,810 as at 31 July 2013, minimal outstanding liabilities and no contingencies that we are aware of. The Company does not have the shareholder spread required by ASX listing rules and will have to undertake a capital raising to meet the spread requirements. The businesses of ATH and FIG are not the same; therefore shareholder approval will be required. It is our opinion that the premium the shell could attract ranges from $500,000 to $700,000.

7.4 Net Assets

ATH’s net assets as at 31 July 2013 are$177,779. The calculation of net assets is outlined below.

Table 7.2 - ATH’s net assets

	31-Jul-13
	$AUD
Current assets Cash and cash equivalents Trade and other receivables Total current assets Total assets Current liabilities Trade and other payables Total current liabilities Total liabilities Net assets	225,810 1,871
	227,681
	227,681
	49,902
	49,902
	49,902
	177,779

The market value of net assets equates to the book value. Receivables are non-interest bearing and recorded at recoverable amount. Payables are non-interest bearing, unsecured and on payment terms of 30-60 days.

7.5 Costs relating to the Proposed Transaction

ATH has informed us that the estimated costs the Company will incur, irrespective of whether the Proposed Transaction is completed, are $100,000.

7.6 Tax Losses

ATH has approximately $1,632,842 in accumulated tax losses, which could potentially be used to offset against $493,936 of future income tax payables. However, the tax losses do not satisfy the recognition criteria for financial reporting purposes and are, therefore, not recognised on the Company’s balance sheet.

For valuation purposes, unutilised tax losses may have a value to potential acquirers as the acquirer can use the tax losses to offset against future taxable income, subject to satisfying taxation rules on tax losses. We have not included the tax losses held by ATH in the valuation as ATH does not generate taxable income and has no operating businesses.

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8. Valuation of Fatfish Internet Group

8.1 Valuation Approach

We have assessed the value of FIG by aggregating:

• the value of a 100% stake in Fatfish Internet based on the market value of net assets methodology outlined in Section 3.2.2; and

• the value of a 50% stake in Fatfish Capital based on the market value of net assets methodology outlined in Section 3.2.2.

The options held by Fatfish Internet have been valued using the Binomial option pricing model, as the options are American in nature.

All values have been converted from $SGD to $AUD at 0.86856 $AUD per $SGD, which is the sport rate as at 31 July 2013.

8.2 Valuation of Fatfish Internet Group

A summary of our assessment of the value of FIG on a controlling basis is provided below:

Table 8.1 - Value of Fatfish Internet Group

Ref.
	$AUD
Fatfish Internet Pte Ltd Equity investments 8.3.1 Options 8.3.2 Net assets 8.3.3 Company value Fatfish Capital Ltd Equity investments 8.4.1 Net assets 8.4.2 Company value 50% stake attributable to Fatfish Internet Group Value of Fatfish Internet Group	7,903,896 1,486,084 79,742
	9,469,722 191,083 82,320
	273,403 136,701
	9,606,423

8.2.1 Valuation of FIG’s Investments

It must be noted that the value of FIG’s investments detailed in this section are significantly lower than the book value of these investments. This is because we have used the cost of these investments, whereas the book value is based on a DCF of management’s forecast cash flows. We have taken the cost of investments, rather than the book value, because we believe this reflects the current market value of the investee companies. One risk in using the cost methodology is that our valuation may not include all of the value of intangibles and goodwill linked to the future growth of these start-ups, therefore underpricing them; however, if this was the case and the Proposed Transaction is fair, then there is potential additional value for ATH shareholders. There is also a risk that FIG’s management have overpaid for these investments. We have conducted analysis in Section 10.2.3 to examine what reduction in the value of FIG’s investments would be required for the Proposed Transaction to become unfair.

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8.3 Valuation of Fatfish Internet

A summary of our assessment of the value of Fatfish Internet is provided below:

Table 8.2 - Value of Fatfish Internet

	Value
	$AUD
Equity investments Autodirect Corporation Dressabelle Pte Ltd Total Options Kensington Ventures Pte Ltd Vdancer Pte Ltd Dressabelle Pte Ltd Total Net assets Value of Fatfish Internet	7,817,040 86,856
	7,903,896 441,879 859,874 184,331
	1,486,084
	79,742
	9,469,722

8.3.1 Equity Investments

A summary of the equity investments made by Fatfish Internet is outlined below:

Table 8.3 - Fatfish Internet’s equity investments

Investee company Investment date Holding %	Investment
	$AUD
Autodirect Corporation 15-May-13 65% Dressabelle Pte Ltd 27-Apr-13 15% Total value of equity investments	7,817,040 86,856
	7,903,896

The value of these investments has been calculated at cost. These investments have all been made in recent months and it has therefore been assumed that there has been no significant change in the value of these companies. All investments were made at arms length. We are not aware of any evidence that would suggest the market value of the investments has been impaired.

8.3.2 Option Investments

Fatfish Internet holds call options in three investee companies. The terms of these options are outlined in Table 5.2.

A summary of the value of option investments made by Fatfish Internet is outlined below:

Table 8.4 - Fatfish Internet’s option investments

Investee company Number of options Value per option $AUD	Value of options
	$AUD
Kensington Ventures Pte Ltd 300,000 1.473 Vdancer Pte Ltd 300,000 2.866 Dressabelle Pte Ltd cash option 1 184,331 Dressabelle Pte Ltd exchange option 1 1,818 Total value of option investments	441,879 859,874 184,331 1,818
	1,487,902

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The assumptions utilised in valuing the options held by Fatfish Internet are outlined below:

Table 8.5 - Option valuation assumptions

	Kensington Ventures Pte Ltd	Vdancer Pte Ltd	Dressabelle Pte Ltd cash option	Dressabelle Pte Ltd exchange option
Stock price ($SGD)	1.696	3.300	500,667	60,000
Exercise price ($SGD)	0.000003	0.000003	585,000	640,674
Risk-free rate (% p.a.)	2.49%	2.49%	2.49%	2.49%
Volatility (% p.a.)	75.0%	75.0%	91.8%	91.8%
Years to maturity	1.90	1.90	1.73	1.73
Number of time steps	1,000	1,000	1,000	1,000

Stock price

The stock price of the three investee companies is based on the price at which FIG invested, as it has been assumed the price has not changed in the short time period since investment, and all investments were made at arm’s length.

The Dressabelle price represents 9% of the company, rather than the value of a single share.

Exercise price

The exercise price of the Kensington Ventures, Vdancer and Dressabelle cash options are set by the option agreements whereas the Dressabelle exchange option’s exercise price is fluid.

As the Dressabelle exchange option involves the swap of a stake in Fatfish Internet for a stake in Dressabelle, the exercise price, which is 6% of the equity in Fatfish Internet (or a holding company that is listed or in the process of listing on a stock exchange), will change as the value of the company changes.

Risk-free rate

The risk free rate we have utilised in all of the option valuations is the Singaporean 10 year bond yield as at 31 July 2013. The Singaporean bond rate has been used as FIG is headquartered in Singapore and all options are in Singaporean companies.

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Volatility

The volatility inputs used in the option valuations are the average annual volatility of comparable companies, which has been calculated on a daily scale from 1 August 2008 to 31 July 2013. The comparables utilised differ across the three companies as the nature of the operations of the three companies is different.

For all three companies a core group of South-East Asian technology start-up companies have been used.

As Vdancer and Kensington Ventures are both involved in the development of mobile and internet video games, we have also utilised a sample of mobile and internet video game developers across global markets in setting the volatility.

We have utilised an international sample of online clothing retailers in setting the volatility assumption for the Dressabelle options.

The comparable companies utilised in the calculation of the volatility of the options, as well as the associated volatility level is set out in Table 8.6. Further detail on the comparable companies is provided in Appendix 3.

Table 8.6 - Comparable company volatility

Comparable company	Volatilty % p.a.
Panel A: South-East Asian start-ups
Asdion Berhad	147%
CyberPlanet Interactive Public Company Limited	43%
Fast Track Solution Holdings Bhd	118%
Infortech Alliance Bhd	198%
Inix Technologies Holdings Bhd	115%
Oriented Media Group Berhad	98%
Systech Bhd	68%
Van Lang Technology Development and Investment Joint Stock Company	46%
Panel B: Online clothing retailers
ASOS plc	49%
Dream Vision Co.,Ltd.	16%
Online Brands Nordic AB	96%
SmartGuy Group A/S	163%
YOOX S.p.A.	38%
Panel C: Mobile and online video game developers
Asiasoft Corporation Public Company Limited	29%
Changyou.com Limited	46%
Chinese Gamer International Corporation	48%
Dragonfly GF Co., Ltd	48%
Forever Entertainment S.A.	81%
G5 Entertainment AB (publ)	71%
Gravity Co., Ltd	71%
HanbitSoft, Inc.	63%
International Games System Co.,LTD.	41%
NCsoft Corporation	52%
Playwith, Inc.	66%
YD Online Corp.	63%
Zynga, Inc.	62%

Years to maturity

The Kensington Ventures and Vdancer options expire on 25 June 2015. As at 31 July 2013, this equates to 1.90 years to expiry.

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The Dressabelle options expire on 27 April 2015, which equates to 1.73 years to expiry.

All of these options had 24 month terms when they were entered into.

Number of time steps

The time steps are the number of steps in which option prices are calculated from the initial date to the expiry date. The greater the number of steps, the greater the accuracy of the calculation. We have utilised 1,000 time steps in our analysis.

8.3.3 Net Assets

The value of Fatfish Internet’s net assets as at 30 June 2013, less the book value of investments, is detailed below.

Table 8.7 - Fatfish Internet’s net assets

		30-Jun-13
		$AUD
	Assets Current assets Advance to related parties Cash and cash equivalents Total current assets Non-current assets Property, plant and equipment Total non-current assets Total assets Liabilities Current liabilities Director's advance Total current liabilities Non-current liabilities Other payables Total non-current payables Total liabilities Net assets	73,828 2,471
		76,299 3,879
		3,879
		80,178
		434
		434 2
		2
		436
		79,742

The value of investments has been excluded from our value of net assets as we have utilised the cost value of Fatfish Internet’s investments, rather than the book value.

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8.4 Valuation of Fatfish Capital

A summary of our assessment of the value of Fatfish Capital on a controlling basis is provided below:

Table 8.8 - Value of Fatfish Capital

	Value
	$AUD
Equity investments Novatap Pte Ltd Kensington Ventures Pte Ltd Vdancer Pte Ltd Peeplepass Pte Ltd Total Net assets Value of Fatfish Capital	47,771 47,771 47,771 47,771
	191,083
	82,320
	273,403

8.4.1 Equity Investments

A summary of the equity investments made by Fatfish Capital is outlined below:

Table 8.9 - Fatfish Capital’s equity investments

Investee company Investment date Holding %	Investment
	$AUD
Novatap Pte Ltd 26-Feb-13 15% Kensington Ventures Pte Ltd 02-Jan-13 10% Vdancer Pte Ltd 02-Jan-13 5% Peeplepass Pte Ltd 02-Jan-13 4% Total value of equity investments	47,771 47,771 47,771 47,771
	191,083

The value of these investments has been calculated at cost. These investments have all been made in recent months and it has therefore been assumed that there has been no significant change in the value of these companies as they are all early stage start-ups and have no conducted any further capital raising rounds since FIG invested. We are not aware of any matters which would indicate that the investments might be impaired.

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8.4.2 Net Assets

The value of Fatfish Capital’s net assets as at 30 June 2013, less the book value of investments, is detailed below. The net assets are the consolidated net assets of Fatfish Capital and its subsidiary Fatfish Medialab.

Table 8.10 - Fatfish Capital’s net assets

		Fatfish Medialab Fatfish Capital Consolidated
		$AUD $AUD $AUD
	Assets Current assets Cash and cash equivalents Trade and other receivables Shareholder loans Other current assets Total current assets Non-current assets Investment in Fatfish Medialab Goodwill related to acquisition of Fatfish Medialab Leasehold improvements Total non-current assets Total assets Liabilities Current liabilities Advance by subsidiary Other current liabilities Total current liabilities Non-current liabilities Advance by subsidiary Total non-current liabilities Total liabilities Net assets	3,602 13,933 17,535 7,029 - 7,029 75,568 - - 66,111 20,934 87,046
		152,310 34,867 111,609 - 11,431,472 - - 216,923 - 23,057 - 23,057
		23,057 11,648,395 23,057 175,367 11,683,262 134,666 - 75,568 - 19,341 2,606 21,947
		19,341 78,174 21,947 30,400 - 30,400
		30,400 - 30,400 49,741 78,174 52,346 125,626 11,605,088 82,320

The value of investments has been excluded from our value of net assets as we have utilised the cost value of Fatfish Capital’s investments, rather than the book value.

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9. Underlying value of ATH after the Proposed Transaction

When considering the underlying value of ATH following the Proposed Transaction, we have aggregated the underlying value of ATH and FIG, less the value of the shell as ATH would no longer be a shell. The following table calculates the value of ATH shares assuming the Proposed Transaction is approved.

Table 9.1 - ATH valuation summary

		Low	High
	Ref.	$AUD	$AUD
Assessed equity value of ATH	8	577,779	777,779
Assessed equity value of FIG	7	9,606,423	9,606,423
Less: shell premium	8.3	(500,000)	(700,000)
Equity value after the Proposed Transaction		9,684,202	9,684,202
Minority discount	9.1	30%	20%
Minority equity value after the Proposed Transaction	A	6,778,941	7,747,362
Pre-transaction ATH shares on issue		22,327,406	22,327,406
Shares to be issued to FIG shareholders		90,000,000	90,000,000
Total ATH shares on issue after the Proposed Transaction	B	112,327,406	112,327,406
Value per ATH share after the Proposed Transaction	A/B	0.0603	0.0690

1. It must be noted that FIG shareholders will also be issued 90 million options in ATH as part of the Proposed Transaction. There is therefore the capacity for further dilution of existing ATH shareholders. These options have an exercise price of $0.25 and are therefore out of the money, so we have not included them in the number of shares to be issued to FIG.

The issuance of 90,000,000 shares to FIG shareholders is detailed in the ATH market announcement dated 5 July 2013. These shares are to be issued at $0.20 per share, valuing FIG at $18,000,000 for the purposes of the Proposed Transaction.

9.4 Minority discount

Our valuation of ATH in Section 7 is on a controlling basis, and is therefore inclusive of a premium for control. If the Proposed Transaction is approved, ATH shareholders would be diluted to 19.9% of the post-transaction Company. Therefore, the value of ATH post-Proposed Transaction must be considered on a minority basis through the application of a minority discount.

Empirical evidence on premiums for control in relation to Australian listed company takeovers indicates that these premiums tend to range between 20% and 35%. We have therefore adopted a minority discount range of 20% to 30%.

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10. Evaluation of the Proposed Transaction

10.1 Fairness of the Proposed Transaction

In order to assess whether the Proposed Transaction is fair, we compared the value of a share in ATH prior to the Proposed Transaction and post-Proposed Transaction:

Table 10.1 - Fairness of the Proposed Transaction

Ref.	Low High
	$AUD $AUD
Underlying value of an ATH share before the Proposed Transaction 8 Underlying value of an ATH share after the Proposed Transaction 9 Premium Premium %	0.0259 0.0348 0.0603 0.0690
	0.0345 0.0341 133.2% 98.0%

As the assessed value of an ATH Share after the Proposed Transaction (on a minority basis) is higher than our assessed value of an ATH Share prior to the Proposed Transaction (on a controlling basis), the Proposed Transaction, in our opinion, is fair to non-associated Shareholders.

Our assessment of an ATH Share after the Proposed Transaction does not necessarily reflect the price at which an ATH Share will trade if the Proposed Transaction is approved and the Company’s shares are reinstated on the ASX. ATH Shares will trade at a price that reflects a range of factors including: the liquidity of the shares; the supply and demand for ATH Shares; macro-economic conditions; investors own assessment of the value and prospects of the Company; and the performance of the Company

10.2 Reasonableness of the Proposed Transaction

As the Proposed Transaction is fair to Non-associated Shareholders it is also reasonable to Non-associated Shareholders. In accordance with RG 111, we have also considered the following advantages and disadvantages in assessing the reasonableness of the Proposed Transaction.

10.2.1 Advantages of approving the Proposed Transaction

Table 10.2 below outlines the advantages to Shareholders of approving the Proposed Transaction.

Table 10.2 - Advantages of the Proposed Transaction

Advantages	Explanation
ATH will have an operating business	ATH has no business activity currently, and its principal activity on the ASX website is listed as “investment of cash”. If the Proposed Transaction is approved ATH would have an operating business and a means to generate revenue.
Management of FIG will work for ATH	FIG’s management are experienced technology entrepreneurs with a track record of investing and exiting from companies across various sectors of the internet and mobile technology space in Asia. The intention of ATH’s management is to invest in high-growth internet businesses across South-East Asia and replicate their prior success. The Proposed Transaction would allow ATH shareholders to participate in the potential growth of these investments. If the Proposed Transaction is approved, management in FIG would own a stake in ATH, which would align their interests with those of existing ATH shareholders. This alignment of interests would incentivise management further to work towards building the value of ATH.

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Advantages	Explanation
Size and liquidity of ATH	If the Proposed Transaction is approved, ATH will become a larger company with underlying business operations. This may make ATH an attractive to potential investors, which may provide the Company with access to equity capital markets and increased liquidity. However, it must be noted that ATH would remain a microcap stock.
ATH can apply for re- quotation on the ASX	Subject to complying with chapters 1 and 2 of the ASX Listing Rules, ATH will be able to apply to be re-quoted on the ASX. Re-quotation will allow shareholders to trade their ATH shares, subject to the demand for ATH shares.
No alternative investments being considered	The ATH board does not have any other potential investment opportunities under consideration. ATH has not had an active business since the 1990’s.

10.2.2 Disadvantages of approving the Proposed Transaction

Table 10.3 below outlines the disadvantages to Shareholders of accepting the Proposed Transaction.

Table 10.3 - Disadvantages of the Proposed Transaction

Disadvantages	Explanation
Shareholders interest in ATH will be diluted	Existing shareholders would in aggregate be diluted from 100% to 19.9% of the ordinary shares if the Proposed Transaction is approved. FIG shareholders will also be issued 90 million ATH options under the Proposed Transaction, which has the potential to further dilute existing ATH shareholders. These options have an exercise price of $0.25, so are out of the money currently (based on our valuation of $0.0506 per share), but if there was a substantial increase in ATH’s share price, there is the prospect of further dilution of existing shareholders to 11.0% of the ordinary shares in ATH. It must be noted that whilst shareholders interest in ATH will be diluted if the Proposed Transaction is approved and completes, they will retain a 19.9% interest in an operating business at no cost. The impact of the Proposed Transaction and the potential impact of the options exercise on ATH’s existing shareholders is detailed in Table 10.4. Table 10.4a shows the potential dilution that will result from the capital raising discussed in Section 1.2 of this Report. The issue of shares and options via a prospectus will result in dilution to existing ATH shareholders over and above the dilution resulting from the issue of shares to FIG shareholders. If existing ATH shareholders do not participate in the capital raising they will be diluted from 19.9% to between 16.9% and 18.3%. On a fully diluted basis, assuming FIG shareholders exercise all of their ATH options and all of the options attached to shares issued in the capital raising are exercised, ATH shareholders will be diluted to between 9.2% and 10% of the ordinary shares in ATH.
Change in sector focus and risk profile	ATH will focus on investing into start-ups through to early growth stage companies in the smartphone technology and e-commerce sectors of the internet industry in South-East Asia. This may not be consistent with all ATH shareholders’ investment objectives. The Fatfish Group began investing in 2013 therefore, the business has a limited history. Investment in internet companies during the early stages of their growth and

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Disadvantages

Explanation

development is high risk. The level of risk may not be consistent with ATH shareholders risk profile. The ATH shareholders will share the risk of the Fatfish Group not being able to implement its strategy. The Fatfish Group invests in sectors that are high growth and are highly competitive. If the Proposed Transaction is approved and completes and ATH are successful in applying for re-quotation on the ASX, shareholders who do not wish to retain their investment in ATH may be able to sell their ATH shares on the ASX.

Table 10.4 - Impact of the Proposed Transaction on capital structure of ATH

Shares Holding %	Shares Holding %
Panel A: Impact of Proposed Transaction
Pre-transaction shares on issue Shares to be issued to FIG Post-transaction shares on issue	22,327,406 19.9% 90,000,000 80.1%
	112,327,406 100%
Panel B: Impact of Proposed Transaction and Consideration Options exercised
Pre-transaction shares on issue Shares to be issued to FIG Shares that would be issued if ATH options are exercised Post-transaction and ATH option exercise shares on issue	22,327,406 11.0% 90,000,000 44.5% 90,000,000 44.5%
	202,327,406 100%

Table 10.5a - Impact of the Proposed Transaction and Capital Raising on capital structure of ATH

Low High	Low High
Shares Holding % Shares Holding %
Panel A: Impact of the shares issued as part of the capital raising and ATH options exercise
Pre-transaction shares on issue Shares to be issued to FIG Capital raising shares issued Shares on issue on a fully diluted basis pre- Capital Raising options exercise	22,327,406 18.3% 22,327,406 16.9% 90,000,000 73.6% 90,000,000 68.0% 10,000,000 8.2% 20,000,000 15.1%
	122,327,406 100% 132,327,406 100%
Panel B: Impact of the shares and options issued as part of the capital raising and ATH options exercise
Pre-transaction shares on issue Shares to be issued to FIG Shares that would be issued if ATH options are exercised Capital raising shares issued Options issued as part of the Capital raising are exercised Shares on issue on a fully diluted basis	22,327,406 10.0% 22,327,406 9.2% 90,000,000 40.5% 90,000,000 37.1% 90,000,000 40.5% 90,000,000 37.1% 10,000,000 4.5% 20,000,000 8.3% 10,000,000 4.5% 20,000,000 8.3%
	222,327,406 100% 242,327,406 100%

10.2.3 Other factors

As we have set the market value of the FIG investments at the original cost of the investment, we must also account for the possibility that FIG overpaid for these investments. The table below outlines how far the value of FIG’s investments would have to fall to eliminate the post-transaction premium on the ATH value per share post-Proposed Transaction.

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Table 10.6 - Fairness of the Proposed Transaction cross-check

	Low High
	$AUD $AUD
Underlying value of an ATH share before the Proposed Transaction Underlying value of an ATH share after the Proposed Transaction Premium Premium % Reduction in investment value required to negate premium % Reduction in investment value required to negate premium	0.0259 0.0348 0.0603 0.0690
	0.0345 0.0341 133.2% 98.0%
	70.0% 60.7% 3,829,162 3,090,496

As can be seen in Table 10.5, the value of FIG’s investments must be between 70.0% and 60.7% lower than cost before the Proposed Transaction would be unfair to ATH shareholders. FIG’s management are experienced technology investors with a successful track record, which therefore suggests that there is relatively minimal risk that they would over value an investment so significantly.

10.2.4 Impact on ATH Shareholders if the Proposed Transaction does not proceed

Table 10.6 below outlines the impact to Shareholders if the Proposed Transaction does not proceed.

Table 10.7 - Impact if the Proposed Transaction does not proceed

Impact

Explanation

ATH’s business will continue on an ‘as is’ basis

The directors of ATH have informed us that they will continue to operate the business on an ‘as is’ basis if the Proposed Transaction does not proceed by seeking a timely investment and re-quotation on the ASX. This will allow shareholders to monetise and trade the value of their shares. Further administration and due diligence costs will be incurred in this search, which will further reduce the Company’s cash balance and net asset value. ATH will remain unquoted until such time as it is able to satisfy the requirements of ASX Listing Rules for reinstatement. ATH Shares will be illiquid.

10.3 Final agreements

A Share Purchase Agreement has not been executed at the date of this Report. If the terms of the executed Share Purchase Agreement differ from the terms detailed in this Report there may be a material impact on our opinion. If there is a significant change to any documents we have relied upon in forming our opinion we will notify Shareholders and consider the implications, if any, for our Report.

10.4 Conclusion

In our opinion, the Proposed Transaction is fair and reasonable to the non-associated shareholders of ATH.

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Appendix 1: Financial Services Guide – 14 October 2013

1. Moore Stephens Corporate Finance (Melb) Pty Ltd (“Moore Stephens”) is a corporate authorised representative of Moore Stephens Consulting (Melb) Pty Ltd, the holder of Australian Financial Services Licence (”AFSL”) No. 236556.

2. Financial Services Guide

The Corporations Act 2001 (the “Act”) requires Moore Stephens to provide this Financial Services Guide (“FSG”) in connection with its provision of an Independent Expert’s Report (“Report”) which is included in the Notice of General Meeting and Explanatory Memorandum provided by Atech Holdings Limited (the “Company”). The FSG is designed to assist retail clients in their use of the general financial advice and to ensure that we comply with our obligations as a financial service licensee.

3. Financial services we are licensed to provide

The AFSL that we hold authorises us to provide financial product advice in relation to a broad range of services, including providing financial product advice in relation to various financial products such as interests in managed investments, securities, superannuation products, insurance products, life products, managed investment schemes, government debentures, life products, stocks or bonds, and deposit products.

4. General financial product advice

The report contains only general financial product advice as it was prepared without taking into account your personal objectives, financial situation or needs.

You should consider the appropriateness of this general financial advice having regard to your own objectives, financial situation and needs before you act on this advice.

Where the general financial advice relates to the acquisition or possible acquisition of a financial product, you should also obtain a product disclosure statement relating to the product and consider that statement before making any decision about whether to acquire the product.

5. Remuneration

Moore Stephens client is the Company to which it provides the Report. Moore Stephens charges fees for providing reports. These fees are agreed with, and paid by, the Company who engages us to provide the report. Fees are charged on an hourly basis or as a fixed amount depending on the terms of the agreement with the Company who engages us.

We do not pay commissions or provide any other benefits to any parties or persons for referring customers to us in connection with the reports that we are licensed to provide.

6. Independence

Moore Stephens is required to be independent of the Company.

Neither Moore Stephens Corporate Finance (Melb) Pty Ltd, nor any of its directors, authorised representatives, employees or related entities, have any financial interest in the outcome of the Proposed Transaction of the Company, other than a fee in connection with the preparation of our Report for which professional fees of approximately $15,000 (excluding GST) will be received.

No pecuniary or other benefit, direct or indirect, has been received by Moore Stephens, Moore Stephens Melbourne Pty Ltd, their Directors or employees, or related bodies corporate for or in connection with the preparation of this Report.

7. Complaints Resolution

The law requires Moore Stephens to have arrangements in place to compensate certain persons for the loss or damage they suffer from certain breaches of the Act by its representatives. Moore Stephens has internal compensation arrangements, as well as professional indemnity insurance that satisfy these requirements.

Internal complaints resolution: If you have concerns with the advice provided, please contact your adviser. If your concerns are not addressed in a timely manner, please send your complaint in writing to The General Manager, Moore Stephens Melbourne Pty Ltd, Level 10, 530 Collins St, Melbourne, VIC 3000.

External dispute resolution: If your complaint remains unresolved to your satisfaction, you have the right to refer the matter to the Financial Ombudsman Service (“FOS”). FOS is an independent company established to provide advice in relation to the financial services industry.

Financial Ombudsman Service GPO Box 3, Melbourne VIC 3001 Toll free: 1300 780 808 www.fos.org.au

The Australian Securities and Investment Commission also has a freecall Infoline on 1300 300 630 which you may want to use to make a complaint and obtain information about your rights.

Moore Stephens Consulting (Melb) Pty Ltd (ABN 34 006 341 386) Australian Financial Service Licence No. 236556 Level 10, 530 Collins Street Melbourne, VIC 3000 Australia Telephone: +61 3 8635 1800 Facsimile: +61 3 8102 3400 www.moorestephens.com.au

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Appendix 2: Disclosures

Qualifications

Moore Stephens is a wholly owned subsidiary of Moore Stephens and a corporate authorised representative of Moore Stephens Consulting (Melb) Pty Ltd, which holds the appropriate Australian Financial Services Licence. The individual responsible for preparing this Report on behalf of Moore Stephens is Grant Sincock

Grant Sincock is a partner in Moore Stephens, an authorised representative of Moore Stephens Consulting (Melb) Pty Ltd and a Director of Moore Stephens. Grant is a member of the Institute of Chartered Accountants in Australia and CPA. He has a Bachelor of Commerce from Deakin University and has 16 years’ experience performing Independent Expert’s Reports, financial due diligence assignments and statutory audits, as well as preparing Investigating Accountant's Reports and Review of Directors' Forecasts.

Independence

Prior to accepting this engagement, we considered our independence with reference to ASIC Regulatory Guide 112 “Independence of Experts”. In our opinion, we are independent of ATH and the outcome of the Proposed Transaction.

Neither Moore Stephens, its related entities, any Director thereof, nor any individual involved in the preparation of the Report has any financial interest in the outcome of the Proposed Transaction which could be considered to affect our ability to render an unbiased opinion. Moore Stephens will receive a fee of approximately $15,000 (exclusive of GST) for the preparation of this Report. This fee is based upon time spent at our normal hourly rates and is not contingent upon the success or otherwise of the Proposed Transaction.

Neither Moore Stephens, its related entities, any Director thereof, nor any individual involved in the preparation of the Report received any commissions or other benefits in connection with the preparation of this Report, except for the fees referred to above.

Other than this Report, neither Moore Stephens nor its related entities has been involved in the preparation of the Notice of General Meeting and Explanatory Memorandum or any other document prepared in respect of the Proposed Transaction. Accordingly, we take no responsibility for the content of the Notice of General Meeting and Explanatory Memorandum as a whole or other documents prepared in respect of the Proposed Transaction.

Draft copies of this Report were provided to the Directors, management and advisers of ATH and to FIG for them to review the factual accuracy of the Report. The opinions in the Report were not subject to review by those parties and remain the responsibility of Moore Stephens. Changes made to this Report as a result of the reviews for factual accuracy have not changed the conclusions reached by us.

Disclaimer

It is not intended that this Report should be used or relied upon for any purpose other than to assist Shareholders to decide whether or not to approve the Proposed Transaction. Moore Stephens expressly disclaims any liability to any Atech Holdings Limited Shareholder who relies or purports to rely on the Report for any other purpose and to any other party who relies or purports to rely on the Report for any purpose whatsoever.

No extract, quote or copy of this Report, in whole or in part, should be reproduced without the prior written consent of Moore Stephens, as to the form and context in which it appears.

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Statements and opinions contained in this Report are given in good faith. Our Report is based on financial and other information provided by ATH and public and non-public information. A listing of this information is included in Appendix 5 of this Report. In forming our opinions we have reviewed and relied on this information and believe that the information provided is reliable, accurate, complete and not misleading. Although this information has been evaluated through analysis, enquiry and review to the extent we regard as appropriate for the purposes of this Report, inherently such information is not always capable of independent verification. We have no reason to believe that material facts or information have been withheld by ATH. Our procedures and enquires do not constitute an audit, extensive examination or “due diligence” investigation. None of these assignments have been undertaken by Moore Stephens.

Our opinion is based on market, economic and other factors existing at the date of this Report. Such conditions can change significantly in short periods of time. We in no way guarantee, explicitly or otherwise, whether future profits will be achieved. Budgets, forecasts and projections are inherently uncertain. They include assumptions regarding future events which are beyond the control of ATH. Actual results may vary significantly from forecasts and budgets which will impact the valuation of shares and options.

The advice provided in this Report does not constitute legal or taxation advice to the shareholders, or any other party.

Indemnity

Atech Holdings Limited has agreed to indemnify and hold harmless Moore Stephens, its directors, officers, employees, servants, agents or affiliated organisations (“Associates”) or any other person who is sought to be made liable against any and all losses, claims, damages and liabilities arising out of or related to the performance of these services and which arise from reliance on information received which is provided by the Providers of material information any of the Providers had in their possession and was not provided to us.

Consent

Moore Stephens consents to the inclusion of this Report in the form and context in which it is included with the Notice of General Meetings and Explanatory Booklet to be issued to the Securityholders of Atech Holdings Limited. Neither the whole nor any part of this Report nor any reference thereto may be reproduced or included in any other document without the prior written consent of Moore Stephens as to the form and context in which it appears.

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Appendix 3: Listed Peer Group Descriptions

South-East Asian technology start-ups
Asdion Berhad	Asdion Berhad engages in business software development, and information communication technology and related activities, as well as trade in audio video equipment and accessories, produces advertisements and IT advisory solutions. The company primarily serves hospitality, recreational, data services, and healthcare sectors. It has operations in Malaysia, Singapore, China, and Brunei. The company was incorporated in 2002 and is headquartered in Kuala Lumpur, Malaysia.
(KLSE:ASDION)
CyberPlanet Interactive	CyberPlanet Interactive Public Co., Ltd. engages in marketing, research, and development of software for games. The company develops entertainment software for Windows-Based Platforms, Smart Mobile Platforms, and Pocket PCs. The company was founded in 2000 and is based in Bangkok, Thailand.
Public Company Limited
(SET:CYBER)
Fast Track Solution	Fast Track Solution Holdings Berhad markets and distributes business software solutions primarily in Malaysia. The company is based in Bukit Katil, Malaysia.
Holdings Bhd
(KLSE:FASTRAK)
Infortech Alliance Bhd	Infortech Alliance Berhad provides computer software development, maintenance, and support services primarily in Malaysia, Singapore, and China. The company provides a range of software applications, including human resource, payroll, and time manager applications, as well as financial and distribution software. The company serves various industries, such as manufacturing, retail, hospitality, construction, banking, and professional services. Infortech Alliance Berhad was founded in 1991 and is based in Kuala Lumpur, Malaysia.
(KLSE:INFOTEC)
Inix Technologies	Inix Technologies Holdings Berhad engages in the software development, system integration, and information technology management and consultancy businesses. It is also involved in selling books. In addition, the company sells its books through its e-store. The company is headquartered in Darul Ehsan, Malaysia.
Holdings Bhd (KLSE:INIX)
Oriented Media Group	Oriented Media Group Berhad offers information technology related products and services for co-operatives and other industries primarily in Malaysia, the Philippines, Hong Kong, and Singapore. It develops and provides software applications for maritime port operators, as well as maintenance and support services. Oriented Media Group Berhad is headquartered in Kuala Lumpur, Malaysia.
Berhad (KLSE:OMEDIA)
Systech Bhd	Systech Bhd. engages in the design, research and development, customization, and implementation of Web-based solutions in Malaysia. It primarily serves the members' centric industries, such as the direct selling, multi-level marketing, and retail industries. The company is headquartered in Kuala Lumpur, Malaysia.
(KLSE:SYSTECH)
Van Lang Technology	Van Lang Technology Development and Investment Joint Stock Company operates as an information technology company in Vietnam. It engages in the provision of design, Website development, software consultancy, and installation services of low voltage telecommunication systems. The company was founded in 2007 and is based in Hanoi, Vietnam.
Development and
Investment Joint Stock
Company (HASTC:VLA)

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International online clothing retailers
ASOS plc (AIM:ASC)	ASOS plc operates as an online fashion and beauty retailer primarily in the United Kingdom, the United States, and rest of European Union. It offers approximately 50,000 branded and own label product lines, including women’s wear, men’s wear, footwear, accessories, jewelry, and beauty products primarily through its Website, asos.com. The company was founded in 2000 and is based in London, the United Kingdom.
Dream Vision Co.,Ltd.	Dream Vision Co.,Ltd. engages in the online shopping business in Japan. The company offers fashion products for women. It is involved in the Internet and TV mail order, OEM goods wholesale distribution, and production management activities. The company was founded in 1998 and is headquartered in Ikeda, Japan.
(TSE:3185)
Online Brands Nordic	Online Brands Nordic AB (publ) engages in the online sale of jewelry in the Nordic markets. The company principally sells gold, silver, and other jewelry through its e-commerce stores at hedbergsguld.se and jewel.se, as well as a shop in Dalsjöfors. Online Brands Nordic AB (publ) is based in Dalsjöfors, Sweden.
AB (OM:OBAB)
SmartGuy Group A/S	SmartGuy Group A/S operates as an online retailer of fashion apparel in Europe. It offers clothes, shoes, sportswear, sporting goods, and personal care products, as well as various accessories related to fashion apparel. The company was founded in 2000 and is based in Jyderup, Denmark.
(CPSE:SMART)
YOOX S.p.A. (BIT:YOOX)	YOOX S.p.A. operates as an Internet retailing partner for fashion and design brands. It retails through its multi-brand online stores, such as yoox.com, thecorner.com, and shoescribe.com. The company also designs and manages mono-brand online stores for fashion brands. As of December 31, 2012, it operated 33 mono-brand online stores. It primarily operates in Europe, the United States, Japan, China, and Hong Kong and delivers its services to approximately 100 countries worldwide. The company is headquartered in Zola Predosa, Italy.
International internet and game developers
Asiasoft Corporation	Asiasoft Corporation Public Company Limited engages in the provision and distribution of online and offline game services in Thailand, Singapore, Malaysia, Vietnam, Indonesia, the Philippines and Southeast Asia. As of December 31, 2012, it had a total of 61 online game titles, including 35 games in Thailand, 8 games in Singapore, 20 games in Malaysia, 3 games in Indonesia, 3 games in the Philippines, and 6 games in Indochina. Asiasoft Corporation Public Company Limited was founded in 2001 and is headquartered in Bangkok, Thailand.
Public Company Limited
(SET:AS)
Changyou.com Limited	Changyou.com Limited develops and operates online games in the People’s Republic of China. The company is primarily involved in the development, operation, and licensing of massively multi-player online games (MMOGs) and Web-based games. The company was founded in 2003 and is based in Beijing, the People’s Republic of China.
(NASDAQGS:CYOU)
Chinese Gamer	Chinese Gamer International Corp. engages in online gaming business. Its activities include the research and development of online games, as well as the provision of related operating services. The company was founded in 2000 and is based in Taipei, Taiwan.
International
Corporation
(GTSM:3083)
Dragonfly GF Co., Ltd	Dragonfly GF Co., Ltd engages in the online game development activities primarily in South Korea. The company also markets its products in the United States, Japan, Taiwan, Thailand, the Philippines, and internationally. Dragonfly GF Co., Ltd was founded in 1995 and is based in Seoul, South Korea.
(KOSE:A030350)

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International internet and game developers
Forever Entertainment	Forever Entertainment S.A. develops and publishes video games and applications for iPad, iPod, Nintendo, PS VITA, and Android platforms worldwide. Forever Entertainment S.A. was founded in 2010 and is based in Gdynia, Poland.
S.A. (WSE:FOR)
G5 Entertainment AB	G5 Entertainment AB (publ), through its subsidiaries, develops and publishes downloadable casual games for iPhone, iPad, Android, Kindle, Mac, PC, home, and portable consoles. The company was incorporated in 2005 and is headquartered in Stockholm, Sweden.
(publ) (OM:G5EN)
Gravity Co., Ltd	Gravity Co., Ltd. develops and publishes online games worldwide. It offers massively multiplayer online role playing games (MMORPGs), casual online games, social network games, and mobile games, as well as game-related products and services. The company was founded in 2000 and is based in Seoul, South Korea.
(NASDAQGM:GRVY)
HanbitSoft, Inc.	HanbitSoft, Inc. operates in the gaming industry in South Korea. It develops, supplies, and supports various digital entertainment products. The company was established in 1999 and is headquartered in Seoul, South Korea.
(KOSE:A047080)
International Games	International Games System Co., LTD engages in the research, development, and marketing of arcade and online games in Taiwan and the People’s Republic of China. International Games System Co., LTD was founded in 1989 and is based in New Taipei, Taiwan.
System Co.,LTD.
(GTSM:3293)
NCsoft Corporation	NCsoft Corporation develops and publishes online games. It has operations in South Korea, Japan, Taiwan, the United States, and the European Union. The company was founded in 1997 and is headquartered in Seoul, South Korea.
(KOSE:A036570)
Playwith, Inc.	Playwith, Inc. engages in the development and publishing of online games in South Korea, North and South America, Europe, Taiwan, Hong Kong, and Macau. Playwith, Inc. was founded in 1984 and is headquartered in Seongnam, South Korea.
(KOSE:A023770)
YD Online Corp.	YD Online Corp. provides online and mobile games in South Korea and internationally. YD Online Corp. was founded in 1999 and is headquartered in Seoul, South Korea.
(KOSE:A052770)
Zynga, Inc.	Zynga Inc. develops, markets, and operates online social games as live services on the Internet, social networking sites, and mobile platforms in the United States and internationally. Zynga Inc. was founded in 2007 and is headquartered in San Francisco, California.
(NASDAQGS:ZNGA)

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Appendix 4: Overview of Equity Valuation Methodologies

Discounted Cash Flow

DCF approaches are premised directly on the principle that the value of a company is dependent upon the future economic benefits it can generate.

This method indicates the value of a business enterprise based on the present value of the free cash flows that the business is expected to generate in the future. Such cash flows are discounted at a discount rate (the cost of capital) that reflects the time value of money and the risks associated with the forecast cash flows.

This approach is typical for companies with:

• high levels of growth;

• reasonably accurate forecast cash flows; and

• earnings or cash flows that are expected to fluctuate from year to year and irregular capital expenditure requirements.

Discounted cash flow valuations involve calculating the value of a business on the basis of the net cash flow that will be generated from the business over its life. The cash flows are discounted at the Weighted Average Cost of Capital (“WACC”) to reflect the risk involved with achieving the forecast cash flows.

As the discounted cash flow approach relies on the availability of long-term earnings and cash flow forecasts, it is particularly suited to situations where cash flows are not stable or where significant cash outflows will be incurred prior to cash inflows being earned.

Market Based Approaches

Market based approaches estimate the value of a company through reference to the market value of comparable companies and trading in the company's own shares. There are a number of variants including the following four approaches:

Capitalisation of Future Maintainable Earnings (“CFME”)

Under the earnings based valuation method, the value of the business is determined by capitalising the estimated future maintainable earnings of the business at an appropriate capitalisation rate or multiple of earnings. The multiple is a coefficient, representing the risk that the business may not achieve projected earnings.

• The capitalisation of future maintainable earnings is the most appropriate method used to value an existing operating enterprise. It is usually applied when the business has an operating history and consistent earnings trend that will provide a good indication as to the level of future profitability of the business. When using this methodology, we attempt to assess the expected “future” earnings that the business will generate. The earnings must be normalised and must not include one-off gains or losses.

• The earnings multiple used to value a business reflects the risk of investing in the business and the investor’s required return on the investment. Many businesses or companies are valued or compared on reported price earnings ratios, which determines the value based upon a multiple of net profit after tax. EBITDA (earnings before interest, tax, depreciation and amortisation), EBITA (earnings before interest, tax and amortisation) or EBIT (earnings before interest and tax) or some other earnings substitute can also be used in determining a valuation for a company.

• The capitalisation of future maintainable earnings is the most appropriate method used to value an existing operating enterprise. It is usually applied when the business has an operating history and consistent earnings trend that will provide a good indication as to the level of future profitability of the business. When using this methodology, we attempt to assess the expected “future” earnings that the business will generate. The earnings must be normalised and must not include one-off gains or losses.

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• The earnings multiple used to value a business reflects the risk of investing in the business and the investor’s required return on the investment. Many businesses or companies are valued or compared on reported price earnings ratios, which determines the value based upon a multiple of net profit after tax. EBITDA (earnings before interest, tax, depreciation and amortisation), EBITA (earnings before interest, tax and amortisation) or EBIT (earnings before interest and tax) or some other earnings substitute can also be used in determining a valuation for a company.

• EBITDA, EBITA and EBIT multiples are common to value whole businesses and remove the effect of, or inconsistencies of, gearing, which is often a business decision of the owner. EBITDA and EBITA multiples are preferable where amortisation of goodwill and depreciation can significantly distort earnings results of similar businesses.

The determination of the multiple is by reference to listed comparable peer companies and guideline sale transactions with peer companies. A liquidity discount is applied to the multiples derived from listed peer data when valuing a privately held company.

Dividend based valuations

Dividend based valuations, such as the dividend discount model (“DDM”), involve the capitalising the future dividend payments of the company. The capitalisation rate reflects the investor's required rate of return. This method is appropriate for companies with:

• Stable growth rates and profits;

• High payout ratios that are an approximation of free cash flows to equity; and

• Stable leverage.

Under the DDM, shares are valued as the discounted value of future dividend payments. Its underlying theory is that the cash flows derived from ownership of shares is represented by dividend payments, and therefore the value of the share is the present value of these cash flows.

ASX market price valuation

ASX market price valuation is an indication of value if:

• The shares are actively traded; and

• The market is assumed to be efficient.

This valuation approach can be used at the prevailing spot price at the valuation date or VWAP across a given period up to the valuation date, such as 30, 60 or 90 days.

Industry multiples

Industry benchmarks are sometimes used in the place of detailed financial results and the market place in which the business operates when assessing a specific industry.

There are a number of pitfalls that can arise through the use of such non-scientific rules of thumb without the backup information and analysis of financial information and other key elements of the business including:

• Key personnel and contractual obligations.

• Failure to consider future growth or decline of the business when applying industry multiples.

• Industry multiples may result in acquiring a business at a price that results in a low rate of return when considering the relative risks.

• By not taking into account business cycles or broader economic factors that can result in prices and values being inflated or deflated depending on the current state of the economy.

• Disparity between profitability levels of differing businesses within the same industry when relying on simple measures of turnover.

Despite the above, it is recognised and acknowledged that in some circumstances, the adoption of an

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industry benchmark can be an accurate means of determining whether a price or value nominated is within an acceptable range of the “true worth” of the business as it is the accepted basis for the majority of sale and purchase transactions in that particular industry.

Asset Based Approach

This method analyses the value of the assets used in the business. This is done by separating the business into assets which can be readily sold and determining a value for each asset based on the net proceeds that could be obtained in the market place if the asset were sold. The value of the assets can be determined in the context of:

Orderly realisation:	This method estimates the value by determining the net assets of the underlying business including any allowances or costs involved in carrying out the sale. This method is not a valuation under a forced liquidation where the value could be materially different from their market value
Liquidation:	This method is based on the premise of a forced sale in terms of liquidation. In this case, the price the assets could be sold at (and hence value) is typically materially lower than their market value
Going concern:	This method estimates the value of the net assets on a replacement cost basis, but does not consider realisation costs.

This approach is typically used for asset rich companies, dormant companies or loss making companies. The asset based approach is usually inappropriate for businesses in which intangible assets are significant, the value of which is usually best determined by reference to future income streams.

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Appendix 5: Sources of Information

In preparing this Report we had access to and relied upon the following major sources of information:

• ASIC Regulatory Guide 111 “ Content of expert reports ”;

• ASIC Regulatory Guide 112 “ Independence of experts ”;

• ASIC Regulatory Guide 170 “ Prospective financial information ”;

• ASIC Regulatory Guide 74 “ Acquisitions approved by shareholders ”;

• Atech Holdings Limited’s financial statements for the financial years ending 30 June 2010 to 30 June 2012 and half-yearly financial statements for the half years ending 31 December 2010 to 31 December 2012, plus the 30 June 2013 unaudited balance sheet;

• Atech Holdings Limited’s shareholder register;

• business plans for AutoDirect Corporation, Dressabelle Pte Ltd, Kensington Ventures Pte Ltd and VDancer Pte Ltd;

• Fatfish Internet Group’s Information Memorandum dated 12 July 2013;

• Investment agreements between Fatfish Internet Group and Dressabelle Pte Ltd, Kensington Ventures Pte Ltd, Novatap Pte Ltd, Peeplepass Pte Ltd, AutoDirect Corporation and VDancer Pte Ltd;

• Notice of General Meeting and Explanatory Statement;

• option agreements between Fatfish Internet Group and Kensington Ventures Pte Ltd and VDancer Pte Ltd and a term sheet between Fatfish Internet Group and Dressabelle Pte Ltd;

• “

• PwC Australia (April 2013) The startup economy: how to support tech startups and accelerate Australian innovation ”;

• the most recent unaudited financial statements for AutoDirect Corporation, Dressabelle Pte Ltd, Fatfish Capital Ltd, Fatfish Internet Ltd, Fatfish Medialab Pte Ltd, Kensington Ventures Pte Ltd and VDancer Pte Ltd;

• Other information provided by management of Atech including documents downloaded from the virtual dataroom;

• Discussions and correspondence with management and advisers of Atech and management of Fatfish Group;

• Information obtained from Capital IQ, Mergermarket and IBISWorld Industry Reports;

• Public information and ASX announcements; and

• Other publicly available information.

We did not perform an audit, review or any other verification of the information presented to us. Accordingly we express no opinion on the reliability of the information supplied to us.

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Appendix 6: Glossary

Appendix 6: Glossary
$AUD	Australian Dollar
$SGD	Singapore Dollars
Act	Corporations Act 2001
AFSL	Australian Financial Services Licence
AIM	London Stock Exchange - Alternative Investment Market
ASIC	Australian Securities and Investments Commission
ASX	Australian Securities Exchange
ATH or the Company	Atech Holdings Limited
ATH Shares	New shares in ATH to be issued in exchange for the issued capital of FIG
BIT	Borse Italiana
CAGR	Compound annual growth rate
CFME	Capitalised Future Maintainable Earnings
CPSE	Copenhagen Stock Exchange
DCF	Discounted cash flow
DDM	Dividend Discount Model
Dressabelle	Dressabelle Pte Ltd
EBIT	Earnings Before Interest and Taxes
EBITA	Earnings Before Interest, Taxes and Amortisation
EBITDA	Earnings Before Interest, Taxes, Depreciation and Amortisation
Fatfish Capital	Fatfish Capital Pte Ltd
Fatfish Internet	Fatfish Internet Pte Ltd
Fatfish Medialab	Fatfish Medialab Pte Ltd
FIG	Fatfish Internet Group
FOS	Financial Ombudsman Service
FSG	Financial Services Guide
FY2010	The financial year ended 30 June 2010
FY2011	The financial year ended 30 June 2011
FY2012	The financial year ended 30 June 2012
Google	Google Australia Pty Ltd

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GTSM	Gre Tai Securities Market
HASTC	Hanoi Securities Trading Centre
HY2013	The financial half year ended 31 December 2012
Kensington Ventures	Kensington Ventures Pte Ltd
KLSE	Kuala Lumpur Stock Exchange
KOSE	Korea Stock Exchange
MDA	Media Development Authority of the Singapore Government
Moore Stephens	Moore Stephens Corporate Finance (Melb) Pty Ltd
NASDAQGM	NASDAQ Global Market
NASDAQGS	NASDAQ Global Select Market
OM	Nordic Exchange
Proposed Transaction	The issue of 90 million shares and 90 million options in exchange for the issued capital of FIG
PwC	PricewaterhouseCoopers Australia
R&D	Research and development
RG111	ASIC Regulatory Guide 111 “Content of expert reports”
RG74	ASIC Regulatory Guide 74 “Acquisitions approved by shareholders”
SET	Stock Exchange of Thailand
SPA	Share Purchase Agreement
TSE	Tokyo Stock Exchange
VDancer	VDancer Pte Ltd
VWAP	Value Weighted Average Price
WACC	Weighted Average Cost of Capital
WSE	Warsaw Stock Exchange

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APPOINTMENT OF PROXY FORM

ATECH HOLDINGS LTD ACN 004 080 460

GENERAL MEETING

I/We

of: being a Shareholder entitled to attend and vote at the Meeting, hereby appoint:

Name:

OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at1:00 pm (Adelaide time), on 22 November 2013 atLevel 1, 67 Greenhill Road, Wayville, SA 5034, and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Voting on business of the Meeting	Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Approval for Acquisition of Interests in the Fatfish Group
Resolution 2	Capital Raising
Resolution 3	Change of Company Name

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Important for Resolution 1

If you have not directed your proxy how to vote as your proxy in respect of Resolution 1 and the Chair is, or may by default be, appointed your proxy, you must mark the box below.

I/we direct the Chair to vote in accordance with his/her voting intentions (as set out above) on Resolution 1 (except where I/we have indicated a different voting intention above) and acknowledge that the Chair may exercise my/our proxy even if the Chair has an interest in the outcome of Resolution 1 and that votes cast by the Chair for Resolution 1, other than as proxy holder, will be disregarded because of that interest.

If the Chair is, or may by default be, appointed your proxy and you do not mark this box and you have not directed the Chair how to vote, the Chair will not cast your votes on Resolution 1 and your votes will not be counted in calculating the required majority if a poll is called on Resolution 1.

If two proxies are being appointed, the proportion of voting rights this proxy represents is: % Signature of Shareholder(s): Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director/Company Secretary Director Director/Company Secretary Date: Contact name: Contact ph (daytime): E-mail address: Consent for contact by e-mail: YES NO

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Instructions for Completing ‘Appointment of Proxy’ Form

1. ( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

2. ( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing instructions ):

• (a) ( Individual ): Where the holding is in one name, the Shareholder must sign.

• (b) ( Joint holding ): Where the holding is in more than one name, all of the Shareholders should sign.

• (c) ( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.

• (d) ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to the Company at,Suite 102 / 370 St Kilda Road, Melbourne Victoria, 3004; or

• (b) facsimile to the Company on facsimile number +61 1300 939 186,

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

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