JATCORP LIMITED — Capital/Financing Update 2019

Dec 1, 2019

JATENERGY LIMITED ACN 122 826 242

OFFER DOCUMENT NON-RENOUNCEABLE RIGHTS ISSUE

Offer

For a non-renounceable, pro rata rights issue offer of Shares at an issue price of $0.05 each on the basis of one new Share for every five Shares held by Eligible Shareholders at the Record Date to raise up to approximately $8.4 million before costs ( Offer ).

Important Notice

This Offer Document is not a prospectus and has not been lodged with ASIC. Accordingly, this Offer Document does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding whether or not to invest in the Shares offered by this Offer Document.

This Offer Document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its content or are in doubt as to the course you should follow, you should consult your stockbroker, lawyer, accountant or other professional adviser without delay.

Please read the instructions in this Offer Document and on the accompanying Entitlement and Acceptance Form regarding the acceptance of the Offer. The Shares offered under this Offer Document should be considered highly speculative.

TABLE OF CONTENTS

TABLE OF CONTENTS	TABLE OF CONTENTS
IMPORTANT INFORMATION .............................................................................................................. 3
CORPORATE DIRECTORY ................................................................................................................. 4
1.	DETAILS OF THE OFFER ............................................................................................................. 5
2.	HOW TO APPLY .......................................................................................................................... 11
3.	RISK FACTORS ........................................................................................................................... 14
4.	ADDITIONAL INFORMATION ...................................................................................................... 17
5.	DEFINITIONS .............................................................................................................................. 20

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IMPORTANT INFORMATION

General

This Offer Document is dated 2 December 2019. This document is not a prospectus and does not contain all of the information that an investor would find in a prospectus or which may be required to make an informed decision regarding, or about the rights attaching to, Shares offered by this Offer Document.

No person is authorised to give information or to make any representation in connection with the Offer which is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

The Offer is an offer of continuously quoted securities (as defined in the Corporations Act) of the Company and has been prepared in accordance with section 708AA of the Corporations Act. In broad terms, section 708AA relates to rights issues by certain companies that do not require the provision of a prospectus or other disclosure document. Accordingly, the level of disclosure in this Offer Document is significantly less than that required in a prospectus. Eligible Shareholders should therefore consider whether the securities offered under this document are a suitable investment in light of their own investment objectives and financial circumstances and the merits or risks involved, having regard to their own knowledge of the Company and the disclosures made by the Company to the ASX. If, after reading this Offer Document, Eligible Shareholders have any questions regarding the Offer, they should contact their stockbroker, lawyer, accountant or other professional adviser before deciding whether or not to accept the Offer.

Neither ASX nor ASIC takes any responsibility for the contents of this Offer Document or the merits of the investment to which this Offer Document relates.

Capitalised terms in this Offer Document are generally defined terms. Their meaning is set out in Section 5 of this Offer Document.

Risk factors

Before deciding to invest in the Company, Eligible Shareholders should read the entire Offer Document. In considering the prospects for the Company, Eligible Shareholders should consider the risk factors set out in Section 3 that could affect the performance of the Company. Eligible Shareholders should carefully consider these factors in light of personal circumstances (including financial and taxation issues) and seek professional advice from a stockbroker, lawyer, accountant or other professional adviser before deciding to invest.

Applications for Shares

Applications for Shares by Eligible Shareholders can only be made on an original Entitlement and Acceptance Form accompanying this Offer Document. The Entitlement and Acceptance Forms sets out an Eligible Shareholder’s Entitlement to participate in the Offer.

The Offer made pursuant to this Offer Document is not made to persons to which, or in places in which, it would not be lawful to make such an offer of Shares. No action has been taken to register the Offer under this Offer Document or otherwise permit the Offer to be made in any jurisdiction outside Australia. The distribution of this Offer Document in jurisdictions outside Australia may be restricted by law in those jurisdictions and therefore persons who come into possession of this Offer Document should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Please refer to Section 1.9 for further information.

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CORPORATE DIRECTORY

Directors

Brett Crowley (Non-Executive Chairman) Wilton Yao (Executive Director) Xipeng Li (Non-Executive Director)

Company Secretary

Brett Crowley

Justyn Stedwell

Registered Office

Suite 306, 521 Toorak Road, TOORAK VIC 3142

Share Registry

Security Transfer Australia Pty Ltd 770 Canning Hwy, Applecross WA 6153 PO Box 52, Collins Street West, VIC, 8007

Auditor

LNP Audit and Assurance Pty Ltd L24, 570 Bourke Street Melbourne, VIC 3000

ASX Code

JAT

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1. DETAILS OF THE OFFER

1.1 Structure of the Offer

The Company is undertaking a non-renounceable, pro rata rights issue of Shares at an issue price of $0.05 each on the basis of one new Share for every five Shares held by Eligible Shareholders at the Record Date to raise up to approximately $8.4 million before costs. Eligible Shareholders may also apply for Shares in excess of their Entitlement (see Section 1.8 for further information).

Entitlements under the Offer will be rounded down to the nearest whole number.

The Shares issued pursuant to the Offer (including Shortfall Shares) will be fully paid ordinary shares and will rank equally in all respects with existing Shares on issue. A summary of the rights and liabilities attaching to Shares are set out in Section 4.1.

Eligible Shareholders are being sent this Offer Document together with a personalized original Entitlement and Acceptance Form and are invited to apply for new Shares. The Offer opens on Tuesday, 3 December 2019 and closes at 5.00pm (Sydney time) on 13 December 2019.

1.2 Timetable

The indicative timetable for the Offer is set out below.

Event	Date
Announcement of Offer, Appendix 3B and cleansing notice lodged with ASX	Thursday, 21 November 2019
Notice sent to Shareholders	Monday, 25 November 2019
‘Ex’ date1	Tuesday, 26 November 2019
Record Date for determining Entitlements (7.00pm Sydney time)2	Wednesday, 27 November 2019
Offer Document and personalised Entitlement and Acceptance Forms dispatched to Eligible Shareholders	Monday, 2 December 2019
Opening Date	Tuesday, 3 December 2019
Closing Date (5.00pm Sydney time)	Friday, 13 December 2019
Deferred settlement trading commences	Monday, 16 December 2019
ASX notified of any under-subscriptions	Thursday, 19 December 2019
Issue of new Shares and deferred settlement trading ends	Friday, 20 December 2019
Issue of holding statements and commencement of trading of new Shares	Tuesday, 24 December 2019

*The Directors may extend the Offer Closing Date by giving at least 3 Business Days’ notice to ASX prior to the Offer Closing Date. As such, the date the Securities are expected to commence trading on ASX may vary. The Directors also reserve the right not to proceed with the Offer (or any part of it) at any time prior to allotment. In that event, any application money received will be returned without interest.

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All dates (other than the date of lodgement of the Offer Document with ASX) are indicative only. The Company reserves the right, subject to the Corporations Act, the ASX Listing Rules and other applicable laws, to vary the dates of the Offer, including extending the Closing Date or accepting late acceptances, either generally or in particular cases, without notice.

1.3 Use of funds

It is intended that the proceeds from the Offer will be used in accordance with the table set out below.

Use of funds	Amount
Instalment of the consideration for acquisition of JAT’s manufacturing subsidiary, Australian Natural Milk Association Pty Limited, due on 31 December 2019.	$4,000,000
Acquisition of new equipment and construction of expanded clean room for ANMA	$3,000,000
Purchase of inventory and working capital	$1,400,000
TOTAL	$8,400,000

1.4 No underwriting

The Offer is not underwritten.

1.5 Effect on capital structure

The effect of the Offer on the capital structure of the Company is set out in the table below.

Existing Shares on issue	842,881,776
Shares issued under the Offer	168,576,355
Total	1,011,458,131

Note: The above table assumes that no other Shares are issued prior to the Record Date.

1.6 Shareholder dilution

Shareholders should be aware that if they do not participate in the Offer, their holdings are likely to be diluted (as compared to their holdings and number of Shares on issue as at the date of the Offer). Examples of how the dilution may impact Shareholders are set out in the table below:

					Interest
					post-Offer
		Holding as at	Interest as at	Entitlement	if Entitlement
Holder		Record Date	Record Date	under Offer	not taken up
			(%)		(%)
Shareholder	1	8,000,000	0.95	1,600,000	0.79
Shareholder	2	4,000,000	0.45	800,000	0.39
Shareholder	3	2,000,000	0.24	400,000	0.20
Shareholder	4	1,000,000	0.12	200,000	0.10

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The Offer is a pro rata offer so that if all Eligible Shareholders take up their Entitlements, the voting power of all Eligible Shareholders will remain the same. In that event, there will be no actual or potential effect or consequences arising from the Offer on control of the Company other than the dilution of any Ineligible Shareholders who are unable to participate in the Offer. If some Eligible Shareholders do not take up all of their Entitlements, then the voting power of those Eligible Shareholders will also be diluted.

1.7 Shortfall Shares

Any Shares which are offered to Eligible Shareholders as part of their Entitlement but are not taken up will comprise the Shortfall Shares .

Eligible Shareholders who have subscribed for their Entitlements in full may apply for Shortfall Shares by completing the relevant section of their Entitlement and Acceptance Form and returning it to the Company together with the relevant Application Monies.

Shortfall Shares will be allocated to Eligible Shareholders who apply for Shortfall Shares in accordance with the following policy (subject to availability):

1. firstly:

2. (a) if the Eligible Shareholder applies for 10,000 Shortfall Shares, then they will receive 10,000 Shortfall Shares (i.e. approximately $500 worth); and

3. (b) if the Eligible Shareholder applies for less than 10,000 Shortfall Shares, then they will receive the number of Shortfall Shares that they applied for; and

4. secondly, if the Eligible Shareholder applies for more than 10,000 Shortfall Shares, then they will receive the number of additional Shortfall Shares applied for pro rata to each relevant Eligible Shareholder’s Entitlement.

Any Application Monies received for more than an applicant’s final allocation of Shortfall Shares will be refunded (without interest) by the Company in accordance with the Corporations Act.

Subject to the Corporations Act and the ASX Listing Rules, the Board reserves the right, in its absolute discretion, to use the 3 month period following the Closing Date to place the Shortfall Shares which are not taken up by Eligible Shareholders. The Shortfall Shares will be issued at the same issue price as offered to Eligible Shareholders under this Offer Document. The Board may invite persons to apply for Shortfall Shares by completing an application form and returning it to the Company together with the relevant Application Monies.

No Shortfall Shares will be placed to Directors or related parties of the Company or any of their associates, and no Shortfall Shares will be placed to any person if it would cause that person or any of their associates to breach the takeover prohibition in section 606 of the Corporations Act.

1.8 Eligible Shareholders

An Eligible Shareholder is a person who:

• is registered as a holder of Shares as at 7.00pm (Sydney time) on the Record Date; and

• • has a registered address in Australia or New Zealand, or is otherwise eligible under all applicable securities laws to receive an offer of Shares under the Offer.

Please refer to Section 1.9 for the treatment of foreign Shareholders.

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A Shareholder who is not an Eligible Shareholder is an Ineligible Shareholder .

The Company has determined, in reliance on ASX Listing Rule 7.7.1, that it would be unreasonable to extend the Offer to Ineligible Shareholders, having regard to:

• the small number of Ineligible Shareholders;

• the small number and value of the Shares which would be offered to Ineligible Shareholders if they were Eligible Shareholders; and

• the cost of complying with the legal and regulatory requirements in the respective overseas jurisdictions.

Accordingly, the Offer is not being extended to any Shareholders outside Australia and New Zealand unless those Shareholders would be eligible under all applicable securities laws to receive an offer of, and be issued, Shares under the Offer.

Where this Offer Document has been dispatched to an Ineligible Shareholder and where that jurisdiction’s law, code or legislation prohibits or restricts in any way the making of the Offer, this Offer Document is provided for information purposes only.

1.9 Foreign Shareholders

The Offer is only made to, and available for acceptance by, Eligible Shareholders. This Offer Document and the accompanying Entitlement and Acceptance Form do not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. Return of a completed Entitlement and Acceptance Form or payment to the Company via BPAY® will be taken by the Company to constitute a representation and warranty by the applicant that it is eligible to receive an offer of, and be issued, Shares under the Offer and that there has been no breach of applicable securities laws.

The distribution of this Offer Document in jurisdictions outside Australia may be restricted by law and anyone who receives this Offer Document should seek advice on and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. No action has been taken to register or qualify the Shares or the Offer, or otherwise permit a public offering of Shares, in any jurisdiction outside Australia. Shares may not be offered or sold in any country outside Australia except to the extent permitted below.

Hong Kong

WARNING: The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the Offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

New Zealand

The Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand). This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

Singapore

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This document and any other materials relating to the Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Shares may not be issued, circulated or distributed, nor may these securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore ( SFA ), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA. This document has been given to you on the basis that you are an existing holder of the Shares. In the event that you are not such a Shareholder, please return this document immediately. You may not forward or circulate this document to any other person in Singapore. Any offer is not made to you with a view to the Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

1.10 Nominees, trustees and custodians

The foreign selling restrictions summarised in Section 1.09 apply to the underlying beneficial holder of Shares. Nominees, trustees or custodians must not apply on behalf of any beneficial holder that would not itself be an Eligible Shareholder.

Shareholders who hold Shares on behalf of persons who are resident outside Australia or New Zealand are responsible for ensuring that accepting the Offer and receiving Shares does not breach regulations in the relevant overseas jurisdictions. Return of a completed Entitlement and Acceptance Form or payment via BPAY® will constitute a representation by the applicant that there has been no breach of such regulations with respect to the Offer.

Shareholders who are nominees, trustees and custodians are therefore advised to seek independent advice as to how they should proceed. Failure to comply with restrictions set out in this Offer Document may result in violations of applicable securities laws.

1.11 No rights trading

Entitlements under the Offer are non-renounceable and accordingly cannot be traded on the ASX or any other stock exchange, or privately transferred.

1.12 Minimum subscription

There is no minimum level of subscription for the Offer.

1.13 Trading in new Shares

The issue of Shares under the Offer will occur in accordance with the timetable set out in Section 1.2. Upon new Shares being issued under the Offer, holding statements will be sent to applicants as required by ASX. It is the responsibility of applicants to determine their allocation prior to trading in the new Shares. Applicants who sell their Shares before they receive their holding statement will do so at their own risk.

1.14 Applications Monies

All Application Monies for Shares to be issued pursuant to the Offer will be held in the Subscription Account on behalf of applicants until the Shares are issued or, if the Shares are not issued, until the Application Monies are returned to applicants. All interest earned on Application Monies (including those which do not result in the issue of new Shares) will be retained by the Company.

Amounts received by the Company in excess of an applicant’s Entitlement ( Excess

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Amount ) may be treated as an application to apply for as many Shortfall Shares as the Excess Amount will pay for in full. Alternatively, such applications may not be accepted.

Any Applications Monies received for more than an applicant’s final allocation of Shares and Shortfall Shares (if any) will be refunded as soon as practicable after the Closing Date

If Shares are not issued to an applicant, a cheque will be drawn and the relevant Application Monies will be refunded as soon as practicable after the Closing Date.

1.15 ASX quotation

The Company will apply to ASX within 7 days after the date of this Offer Document for quotation of the Shares offered under this Offer Document.

If approval for quotation of the Shares to be issued under the Offer is not granted within 3 months after the date of this Offer Document, the Company will not issue any Shares and all Application Monies will be repaid without interest as soon as practicable.

1.16 CHESS

The Company participates in the Clearing House Electronic Sub register System ( CHESS ). ASX Settlement Pty Limited ( ASX Settlement ), a wholly-owned subsidiary of ASX, operates CHESS in accordance with the ASX Listing Rules and the ASX Settlement Operating Rules.

ASX Settlement will send a CHESS statement to Shareholders who are broker sponsored following the completion of the Offer. Each CHESS statement will set out the number of new Shares issued to the Shareholder under this Offer Document, and provide details of the Shareholder’s holder identification number and the participant identification number of the sponsor. CHESS allotment advices will be sent by the Share Registry.

The Share Registry will send a statement to Shareholders who are registered on the issuer sponsored sub-register following the completion of the Offer. Each statement will contain the number of new Shares issued to the Shareholder under this Offer Document and the Shareholder’s security holder reference number.

A CHESS statement or issuer sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their shareholding changes.

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2. HOW TO APPLY

This Section 2 sets out the choices for an Eligible Shareholder with respect to applying for new Shares under the Offer. Please refer to Section 1.8 to determine who is an Eligible Shareholder.

2.1 Choices available

Eligible Shareholders may do any of the following:

• take up all or part of their Entitlement (refer to Section 2.2); or

• do nothing (refer to Section 2.3).

Eligible Shareholders may also choose to apply for Shortfall Shares as described in Section 1.7.

The Offer is a non-renounceable pro rata offer to Eligible Shareholders. Eligible Shareholders who take up their Entitlement in full will not have their percentage shareholding in the Company diluted by the Offer. The percentage shareholdings of Eligible Shareholders who do not take up all of their Entitlement will be diluted. For further details on the effect of the Offer on dilution of Shareholders, please refer to Section 1.6.

2.2 Take up all or part of Entitlement

Eligible Shareholders who wish to take up all or part of their Entitlement under the Offer should complete the Entitlement and Acceptance Form in respect of the number of new Shares (including any Shortfall Shares) they wish to subscribe for and arrange for payment of the Application Monies in accordance with Section 2.4.

2.3 Allow all or part of Entitlement to lapse

If Eligible Shareholders decide not to accept all or part of their Entitlement under the Offer, or fail to accept their Entitlement by the Closing Date, the part of their Entitlement not accepted will lapse. The Shares not subscribed for will form part of the Shortfall Shares.

Eligible Shareholders should note that if they do not take up their Entitlement in full then although they will continue to own the same number of Shares, their percentage holding in the Company may be reduced.

2.4 Making an application

Option 1: Submit a completed Entitlement and Acceptance Form together with a cheque, bank draft or money order.

To follow option 1, applicants should:

• complete the personalised Entitlement and Acceptance Form accompanying this Offer Document in accordance with the instructions set out on that form, and indicate the number of new Shares (including any Shortfall Shares) they wish to subscribe for; and

• return the form to the Share Registry (address details below) together with a cheque, bank draft or money order which must be:

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• in respect of the full Application Monies (being $0.05 multiplied by the number of new Shares (including any Shortfall Shares) they wish to subscribe for); and

• in Australian currency drawn on an Australian branch of a financial institution; and

• made payable to ‘Jatenergy Limited’ and crossed ‘Not Negotiable’.

Applicants should ensure that sufficient funds are held in the relevant account(s) to cover the Application Monies. If the amount of the cheque for Application Monies (or the amount for which the cheque clears in time for allocation) is insufficient to pay for the number of Shares applied for in the Entitlement and Acceptance Form in full, the applicant will be taken to have applied for the lowest number of whole Shares as the cleared Application Monies will pay for (and to have specified that number of Shares in the Entitlement and Acceptance Form). Alternatively, the application will be rejected.

Cash payments will not be accepted. Receipts for payment will not be issued.

Applicants need to ensure that their completed Entitlement and Acceptance Form and cheque, bank draft or money order reaches the Share Registry at the address below by no later than 5.00pm (Sydney time) on Friday 13 December 2019.

Completed Entitlement and Acceptance Forms should be returned to the Share Registry at the following address:

If by post:

Security Transfer Australia Pty Ltd PO Box 52, Collins Street West, VIC, 8007

If by hand (please do not use this address for mailing purposes):

Security Transfer Australia Pty Ltd 770 Canning Hwy, Applecross WA 6153

Entitlement and Acceptance Forms (and payment of Application Monies) may not be accepted if received after 5.00pm (Sydney time) on Friday, 13 December 2019.

Option 2: Pay via BPAY® payment

To follow option 2, applicants should pay the full Application Monies, being $0.05 multiplied by the number of new Shares comprising their Entitlement (plus any Shortfall Shares) or, if subscribing for only part of their Entitlement, the number of new Shares the applicant wishes to subscribe for, via BPAY® payment in accordance with the instructions set out on the personalised Entitlement and Acceptance Form (which includes the biller code and the applicant’s unique customer reference number). Applicants can only make a payment via BPAY® if they are the holder of an account with an Australian financial institution.

Please note that if payment is made by BPAY®:

• the applicant does not need to submit the personalised Entitlement and Acceptance Form but is taken to make the statements on that form; and

• if the applicant subscribes for less than its Entitlement or does not pay for its full Entitlement, the applicant is taken to have taken up its Entitlement in respect of such whole number of Shares which is covered in full by the Application Monies.

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Applicants need to ensure that their BPAY® payment is received by the Share Registry by no later than 5.00pm (Sydney time) on Friday, 13 December 2019. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. It is the responsibility of the applicant to ensure that funds are submitted through BPAY® by the date and time mentioned above.

2.5 Representations by acceptance

Returning a completed Entitlement and Acceptance Form or making a BPAY® payment will be taken to constitute a representation by the applicant that it:

• has received a printed or electronic copy of this Offer Document accompanying the form and has read it in full;

• agrees to be bound by the terms of this Offer Document and the Constitution;

• makes the representations and warranties in Section 1.9 (to the extent that they are applicable) and confirms its eligibility in respect of an offer of Shares under the Offer;

• declares that all details and statements in the Entitlement and Acceptance Form are complete and accurate;

• declares that it is over 18 years of age and has full legal capacity and power to perform all of its rights and obligations under the Entitlement and Acceptance Form;

• acknowledges that once the Entitlement and Acceptance Form is returned or a BPAY® payment is made its acceptance may not be withdrawn;

• agrees to being issued the number of new Shares it applies for at $0.05 each (or a lower number issued in a way described in this Offer Document) and, subject to Section 1.8, to being issued up to the number of Shortfall Shares it applies for at $0.05 each;

• authorises the Company to register it as the holder(s) of the Shares issued to it under the Offer;

• acknowledges that the information contained in this Offer Document is not investment advice or a recommendation that the Shares are suitable for it, given its investment objectives, financial situation or particular needs; and

• authorises the Company and its officers or agents to do anything on its behalf necessary for the new Shares to be issued to it, including correcting any errors in its Entitlement and Acceptance Form or other form provided by it and acting on instructions received by the Share Registry using the contact details in the Entitlement and Acceptance Form.

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3. RISK FACTORS

3.1 General

The Shares offered under this Offer Document should be considered speculative because of the nature of the Company’s business. Whilst the Directors recommend that Shareholders take up their Entitlement, there are numerous risk factors involved in an investment in the Company. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company and cannot be mitigated. Accordingly, an investment in the Company carries no guarantee with respect to the payment of dividends, return of capital or price at which Shares will trade.

The following is a summary of the more material matters to be considered and should be read in conjunction with specific matters referred to in the Company’s announcements and reports. Please note that the summary is not exhaustive and investors should examine the contents of this Offer Document in its entirety and consult with their stockbrokers, lawyers, accountants or other professional advisers before deciding whether or not to apply for Shares.

3.2 Specific risks

Risks specific to the Company include, without limitation:

(a) Additional Requirements for Capital

The Company’s ability to effectively implement its business and operational plans in the future, to take advantage of opportunities for acquisitions or other business opportunities and to meet any unanticipated liabilities or expenses which the Company may incur may depend in part on its ability to raise additional funds.

The Company may seek to raise further funds through equity or debt financing, joint ventures or other means. Market conditions which are then generally prevailing will impact on the price or cost at which the Company will be able to raise such funds and no assurance can be given that such funding will be available on terms acceptable to the Company. Failure to obtain sufficient financing for the Company's activities may result in delay and indefinite postponement of the Company's business. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing might not be favourable to the Company. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its activities.

(b) New business opportunities and acquisitions

The Company has to date and will continue to actively pursue and assess other new business opportunities in the fast-moving consumer goods business, specifically in relation to trade between Australia and China. The Company cannot confirm the structure or proposed form of any potential business opportunity.

The acquisition of a business or asset may require the payment of monies (as a deposit) after only limited due diligence and prior to the completion of comprehensive due diligence. There can be no guarantee that any proposed acquisition will be completed or successful. If the proposed acquisition is not completed, monies already advanced may not be recoverable, which may have a material adverse effect on the Company.

If an acquisition is completed, the Directors will need to reassess, at that time, the funding allocated to current activities and the new business and/or assets, which may result in the Company reallocating funds from its existing activities and/or the raising of additional capital (if available). Furthermore, notwithstanding that an acquisition may proceed upon the completion of due diligence, the usual risks associated with the new

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business activities will remain.

Any new asset or business acquisition may change the risk profile of the Company, particularly if the new asset or business is located or operates in another jurisdiction and/or changes the Company’s capital/funding requirements. Should the Company propose or complete the acquisition of a new asset or business activity, investors should re-assess their investment in the Company in light of the new asset/business activity.

(c) Market for Shares

There can be no guarantee that an active market in the Company’s Shares will exist in the future.

(d) China Risk

The Company’s business is focused on trade between China and Australia. Therefore, the Company will be subject to a number of risks inherent in selling and operating into China which could adversely affect the Company’s ability to increase and maintain sales. These include, but are not limited to, risks regarding:

• currency exchange rate fluctuations;

• local and Chinese economic and political conditions;

• disruptions of capital and trading markets;

• accounts receivable collection and longer payment cycles;

• difficulties in staffing and managing foreign operations;

• potential hostilities and changes in diplomatic and trade relationships;

• restrictive governmental actions (such as restrictions on the transfer or repatriation of funds and trade protection measures, including export duties and quotas and customs duties and tariffs);

• changes in legal or regulatory requirements;

• the laws and policies of Australia and China affecting trade, foreign investment and loans, and import or export licensing requirements; and

• tax laws.

3.3 General risks

(a) General economic climate

Factors such as inflation, currency fluctuation, interest rates and supply and demand have an impact on opening costs, commodity prices and stock market prices. The Company’s future revenues and Share price may be affected by these factors.

(b)

Share market conditions

The market price of the Company’s Shares may be subject to varied and unpredictable influences on the market for equities in general and for China issues in particular.

(c) Future capital needs

The funding of any further ongoing capital requirements beyond the requirements as set out in this Offer Document will depend upon a number of factors including the extent of the Company’s ability to generate income from activities which the company cannot forecast with any certainty.

Any additional equity financing will be dilutive to shareholders, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional funding as needed, it may not be able to take advantage of opportunities or develop projects. Further, the Company may be required to reduce the scope of its operations or anticipated expansion and it may affect the Company’s ability to continue as a going concern.

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(d) Speculative nature of investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Shares offered under this Offer Document. Therefore, the Shares offered pursuant to this Offer Document carry no guarantee with respect to the payment of dividends, returns of capital of the market value of the Shares.

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4. ADDITIONAL INFORMATION

4.1 Rights and liabilities attaching to Shares

The rights attaching to the Shares are set out in the constitution of the Company. A broad summary (although not an exhaustive or definitive statement) of the rights attaching to the Shares are outlined below.

(a) Ranking of Shares

At the date of this Offer Document, all shares in the Company are of the same class and rank equally in all respects.

(b)

Voting rights

Subject to any special rights or restrictions (at present there are none), at any Shareholder meeting, each Shareholder present in person or by proxy has one vote on a show of hands, and on a poll has one vote for each share held.

(c) Dividend rights

Subject to any special rights (at present there are none), any dividends that may be declared by the Company are payable on all Shares in proportion to the amount paid up.

(d)

Variation of rights

The rights attaching to the Shares may only be varied by the consent in writing of the holders of three-quarters of the Shares, or with the sanction of a special resolution passed at a general meeting.

(e) Transfer of Shares

Subject to the constitution of the Company, the Corporations Act and other relevant laws, the Shares are freely transferable.

(f) General meetings

Each Shareholder is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be furnished to Shareholders under the Company’s constitution, the Corporations Act and any other laws.

(g)

Rights on winding up

If the Company is wound up, the liquidator may, with the sanction of a special resolution:

• divide among the Shareholders the whole or any part of the Company’s property; and

• decide how the division is to be carried out between the Shareholders.

Subject to any special rights (at present there are none), any surplus assets (following full satisfaction of all creditors debts) on a winding up are to be distributed to Shareholders in proportion to the number of Shares held by them irrespective of the amounts paid or credited as paid.

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4.2 No prospectus

The Offer complies with the requirements of section 708AA of the Corporations Act as notionally modified by ASIC Class Orders CO 07/571 and CO 08/35. Accordingly, neither this Offer Document nor the Entitlement and Acceptance Form are required to be lodged or registered with ASIC and no prospectus for the Offer will be prepared.

4.3 Continuous disclosure

As the Company is admitted to the official list of ASX, the Company is a “disclosing entity” for the purposes of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose to the market any information it has which a reasonable person would expect to have a material effect on the price or the value of the Company’s securities.

Price sensitive information is publicly released through ASX before it is disclosed to Shareholders and market participants. Distribution of other information to Shareholders and market participants is also managed through disclosure to ASX. In addition, the Company posts information on its website after the ASX confirms an announcement has been made, with the aim of making the information readily accessible to the widest audience.

Some documents relating to the Company are required to be lodged with ASIC. These documents may be obtained from, or inspected at, an ASIC office.

4.4 Financial information

The Company published its 2019 Annual Report for the year ended 30 June 2019 ( Annual Report ) on 21 October 2019. Shareholders should refer to the Annual Report and related announcements on the ASX website at www.asx.com.au if they wish to obtain more detailed disclosures and commentary on historical financial information.

Investors should note that past price performance of the Company’s Shares provides no guidance as to future price performance.

4.5 Taxation implications

It is the responsibility of all Shareholders to satisfy themselves of the particular taxation treatment that applies to them in relation to the Offer by consulting their own professional tax advisers. Neither the Company nor the Directors accept any liability or responsibility in respect of the taxation consequences for Shareholders as a result of the matters referred to in this Offer Document.

4.6 Privacy disclosure

Persons who apply for new Shares under this Offer Document are asked to provide personal information to the Company, either directly or through the Share Registry. The Company and the Share Registry collect, hold and use that personal information to assess applications, to provide facilities and services to security holders and to carry out various administrative functions. Access to the information collected may be provided to the Company’s agents and service providers and to ASX, ASIC and other regulatory bodies on the basis that they deal with such information in accordance with the relevant privacy laws. If the information requested is not supplied, applications for Shares may not be processed. In accordance with privacy laws, information collected in relation to specific Shareholders can be obtained by that Shareholder through contacting the Company or the Share Registry.

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4.7 Governing law

This Offer Document and the contracts formed on acceptance of the Entitlement and Application Forms are governed by the laws applicable in New South Wales. Each applicant for Shares and Shortfall Shares submits to the non-exclusive jurisdiction of the courts of New South Wales.

4.8 Entire agreement

The terms contained in this Offer Document constitute the entire agreement between the Company and you as to the Offer and your participation in it to the exclusion of all prior representations, undertakings and agreements between the Company and you.

4.9 Enquiries

This document is important and should be read in its entirety. Persons who are in any doubt as to the course of action to be followed should consult their stockbroker, lawyer, accountant or other professional adviser without delay.

Shareholders who:

• have questions relating to the calculation of their Entitlement;

• have questions on how to complete an Entitlement and Acceptance Form or take up their Entitlements; or

• have lost their Entitlement and Acceptance Form and would like a replacement form,

should contact the Company’s Share Registry, Security Transfer Australia Pty Ltd on 1300 992 916 (from within Australia) or +61 3 9628 2200 (from outside Australia) between 8:30am to 5:30pm (Sydney time) during the Offer period.

Enquiries relating to this Offer Document should be directed to the Company by telephone on 0411713555, or by email to enquiries@jatenergy.com.au.

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5. DEFINITIONS

Application Monies means monies received from persons applying for Shares under the

Offer.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange, as the context requires.

ASX Listing Rules means the official listing rules of the ASX.

ASX Settlement means ASX Settlement Pty Limited ACN 008 504 532.

ASX Settlement Operating Rules means the official settlement and operating rules of ASX Settlement.

CHESS means the Clearing House Electronic Sub register System operated by ASX Settlement.

Closing Date means the date that the Offer closes which is 5.00pm (Sydney time) Friday, 13 December 2019, or such other time and date as the Board determines.

Company means Jatenergy Limited ACN 122 826 242.

Constitution means the Constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Eligible Shareholder has the meaning given in Section 1.8.

Entitlement means the entitlement of an Eligible Shareholder to subscribe for one new Share for every five Shares held at the Record Date pursuant to the Offer.

Entitlement and Acceptance Form means a personalised acceptance form in the form accompanying this Offer Document pursuant to which applicants may apply for Shares.

Ineligible Shareholder has the meaning given in Section 1.8.

Offer means the offer of Shares made under this Offer Document.

Offer Document means this offer document dated 2 December 2019.

Opening Date means the first date for receipt of acceptances under the Offer, being 9:00am (Sydney Time) on Tuesday, 3 December 2019, or such other time and date as the Board determines.

Record Date means the date for determining the Entitlements of Shareholders under the Offer, being 7.00pm (Sydney time) on Wednesday, 27 November 2019.

Related Party has the meaning in section 228 of the Corporations Act.

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

Share Registry means Security Transfer Australia Pty Ltd.

Shareholder means a holder of one or more Shares.

Shortfall Shares has the meaning given in Section 1.7.

Subscription Account means the account established by the Company to hold Application Monies received under the Offer.

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ENTITLEMENT AND ACCEPTANCE APPLICATION FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

REGISTERED OFFICE:

SUITE 306 521 TOORAK ROAD TOORAK VIC 3142 AUSTRALIA

JATENERGY LIMITED

ACN: 122 826 242

SHARE REGISTRY: Security Transfer Australia Pty Ltd All Correspondence to: PO Box 52 Collins Street West VIC 8007

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T: 1300 992 916 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

Code: JAT Holder Number: Eligible Holding as at 5.00pm AEDT on 27 November 2019: Entitlement to Securities 1:5: Amount payable on acceptance @ $0.05 per Security:

NON-RENOUNCEABLE SHARE OFFER CLOSING AT 5.00PM AEDT ON 13 DECEMBER 2019

(1) I/We the above named being registered at 5.00pm AEDT on the 27 November 2019 as holder(s) of Shares in the Company hereby accept as follows:

NUMBER OF NEW SHARES AMOUNT ENCLOSED ACCEPTED/APPLIED FOR @ $0.05 PER SHARE Entitlement or Part Thereof , , $ , , .

(2) I/We have enclosed/made payment for amount shown above (following the payment instructions as detailed overleaf).

(3) I/We understand that if any information on this form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept this form, and how to construe, amend or complete it shall be final.

(4) I/We authorise the Company to send me/us a substituted form if this form ceases to be current.

(5) I/We declare that I/we have received a full and unaltered version of the offer document either in an electronic or paper format.

(6) My/Our contact details in case of enquiries are:

NAME

TELEPHONE NUMBER ( )

EMAIL ADDRESS

PAYMENT INFORMATION - Please also refer to payment instructions overleaf.

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Biller code: 159483 Ref:[«EFT_reference_number» ]

Telephone & Internet Banking – BPAY[®] Contact your bank or financial institution to make this payment from your cheque, savings, debit, or transaction account. More info: www.bpay.com.au

CHEQUE / MONEY ORDER

All cheques (expressed in Australian currency) are to be made payable to JATENERGY LIMITED and crossed "Not Negotiable".

REGISTRY DATE STAMP

E & O.E.

Your BPAY reference number is unique to this offer and is not to be used for any other offer.

BPAY PAYMENT OR THE RETURN OF THIS FORM WITH THE REQUIRED REMITTANCE WILL CONSTITUTE YOUR ACCEPTANCE OF THE OFFER. You do not need to return this form if you have made payment via BPAY.

• JATNR131219

JAT

5

LODGEMENT INSTRUCTIONS

PAYMENT INFORMATION

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Biller code: 159483

CHEQUE / MONEY ORDER

All cheques should be drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable".

® Registered to BPAY Pty Ltd ABN 69 079 137 518

Contact your bank or financial institution to make this payment from your cheque, savings, debit, or transaction account. More info: www.bpay.com.au Your reference number is quoted on the front of this form.

Multiple acceptances must be paid separately.

Applicants should be aware of their financial institution's cut-off time (the time payment must be made to be processed overnight) and ensure payment is processed by their financial institution on or before the day prior to the closing date of the offer. BPAY® applications will only be regarded as accepted if payment is received by the registry from your financial institution on or prior to the closing date. It is the Applicant's responsibility to ensure funds are submitted correctly by the closing date and time.

Your BPAY® reference number will process your payment to your entitlement electronically and you will be deemed to have applied for such Securities for which you have paid.

Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured.

Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid.

Do not forward cash as receipts will not be issued.

When completed, this form together with the appropriate payment should be forwarded to the share registry:

Security Transfer Australia Pty Ltd PO Box 52 Collins Street West VIC 8007

Applications must be received by Security Transfer Australia Pty Ltd no later than 5.00pm AEDT on the closing date.

EXPLANATION OF ENTITLEMENT

1. The front of this form sets out the number of Securities and the price payable on acceptance of each Security.

2. Your entitlement may be accepted either in full or in part. There is no minimum acceptance.

ENQUIRIES

All enquiries should be directed to the Company's share registry:

Security Transfer Australia Pty Ltd

PO Box 52, Collins Street West, VIC, 8007

Telephone 1300 992 916

Email: registrar@securitytransfer.com.au Website: www.securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Australia Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Australia Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

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