JATCORP LIMITED — Proxy Solicitation & Information Statement 2016

Mar 21, 2016

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JATENERGY LIMTED ABN 31 122 826 242

NOTICE OF GENERAL MEETING

Time: 10.00am Date: Friday 22[nd] April 2016 Place: c/- Offices of Hall Chadwick Level 40, 2 Park Street SYDNEY NSW 2000

Floor 6, Suite 8, 55 Miller Street, PYRMONT NSW 2009 t +61 2 9571 8300 f +61 2 9571 8200 w www.jatenergy.com

IMPORTANT INFORMATION

A. TIME AND PLACE OF MEETING AND HOW TO VOTE

The General Meeting of Shareholders of Jatenergy Limited to which this Notice of Meeting relates will be held at 10.00 am (Sydney time) on Friday 22 April 2016, at the offices of Hall Chadwick, Level 40, 2 Park Street, Sydney New South Wales.

B. YOU VOTE IS IMPORTANT

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

C. VOTING IN PERSON

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

D. 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 General Meeting are those who are registered as at 9.00am (Sydney time) on Wednesday 20 April 2016.

E. VOTING BY PROXY

You may appoint any person to attend the Meeting and vote as your proxy, including the Chair. A proxy is not required to be a shareholder of the Company. A proxy form is enclosed with this Notice.

Unless the proxy is required by law to vote, the proxy may decide whether or not to vote on any particular item of business. If the appointment of proxy directs the proxy to vote on an item of business in a particular way, the proxy may only vote on that item as directed. Any undirected proxies on a given resolution may be voted by the appointed proxy as they choose, subject to the voting exclusions described after each resolution.

A shareholder entitled to cast two or more votes may appoint two proxies. If you appoint two proxies, you may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number of votes is specified, each proxy may exercise half of your votes (disregarding fractions).

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To vote by proxy, please complete and sign the proxy form enclosed and send the proxy form by:-

• (a) Post to Jatenergy Limited, Level 6, Suite 8, 55 Miller Street, Pyrmont NSW 2009;

• (b) Facsimile to the Company on facsimile number (+61 2) 9571 8200; or

• (c) Email to the Company at s.birkin@jatenergy.com

So that it is received not later than 10.00am (Sydney time) on Wednesday 20 April 2016.

Proxy forms received later than this time will be invalid.

If the proxy form is signed by an attorney, the power of attorney or a certified copy of it must be sent with the proxy form.

Chair’s intention

The Chair intends to vote all valid undirected proxies received in favour of each resolution subject to the voting exclusions after each resolution.

Privacy

Chapter 2C of the Corporations Act requires information about you (including your name, address and details of the shares you hold) to be included in the Company’s public register of members. This information must continue to be included in the public register if you cease to hold chares. These statutory requirements are not altered by the Privacy Act 1988 (Cth). Information is collected to administer your shareholding by Security Transfer Registrars on behalf of the Company. Security Transfer Registrars privacy policy is available at www.securitytransfer.com.au .

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NOTICE OF GENERAL MEETING

Notice is given that the General Meeting of Shareholders of Jatenergy Limited will be held at the offices of Hall Chadwick, Level 40, 2 Park Street, Sydney at 10.00am (Sydney time) on Friday 22 April 2016.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statements and the Proxy Form are part of this Notice of Meeting.

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – SELECTIVE REDUCTION IN SHARE CAPITAL

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

“That, in accordance with Section 256B of the Corporations Act and ASX Listing Rule 10.1 and for all other purposes, approval is given for the Company to conduct a selective reduction of 4,934,793 fully paid shares from Anthony Crimmins at 1.7 cents, being the price of the Entitlement Issue dated 12 November 2015.”

Voting Restriction

The Company is required under the Corporations Act to disregard any votes cast on the proposed resolution by or on behalf of Anthony Crimmins or any associate of Anthony Crimmins. The Company is required under the ASX Listing Rules to notify shareholders of this exclusion.

In accordance with the ASX Listing Rules, the Company need not disregard a vote if it is cast by 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.

The Chairman of the meeting intends to vote undirected proxies in favour of the Selective Share Buy-Back.

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2. RESOLUTION 2 – ISSUE OF SHARES TO J & Y GROUP PTY LTD

To consider and, if thought fit, to pass the following as an ordinary resolution:

“That, for the purpose of Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue up to 3,500,000 Shares to J & Y Group Pty Ltd at an issue price per share of 2.2 cents, for the purpose and on the terms set out in the Explanatory Statement.”

Voting Restriction

The Company is required under the Corporations Act to disregard any votes cast on the proposed resolution by or on behalf of J & Y Group Pty Ltd or any associate of J & Y Group Pty Ltd. The Company is required under the ASX Listing Rules to notify shareholders of this exclusion.

In accordance with the ASX Listing Rules, the Company need not disregard a vote if it is cast by 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.

The Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

3. RESOLUTION 3 – ISSUE OF SHARES TO BACZ PTY LTD

To consider and, if thought fit, to pass the following as an ordinary resolution:

“That, for the purpose of Listing Rule 7.1 and for all other purposes, approval is given for the Directors to issue up to 1,000,000 Shares to Bacz Pty Ltd at an issue price per share of not less than 80% of the volume weighted average price of fully paid ordinary shares, calculated over the preceding 5 ASX trading days to the date of issue of the fully paid ordinary shares, for the purpose and on the terms set out in the Explanatory Statement.”

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Voting Restriction

The Company is required under the Corporations Act to disregard any votes cast on the proposed resolution by or on behalf of Bacz Pty Ltd or any associate of Bacz Pty Ltd. The Company is required under the ASX Listing Rules to notify shareholders of this exclusion.

In accordance with the ASX Listing Rules, the Company need not disregard a vote if it is cast by 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.

The Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

4. RESOLUTION 4 – ISSUE OF SHARES TO TOP CAT CONSULTING SERVICES PTY LTD

To consider and, if thought fit, to pass the following as an ordinary resolution:

“That, for the purpose of Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue up to 6,000,000 Shares to Top Cat Consulting Services Pty Ltd at an issue price per share of 2.2 cents , for the purpose and on the terms set out in the Explanatory Statement.”

Voting Restriction

The Company is required under the Corporations Act to disregard any votes cast on the proposed resolution by or on behalf of Top Cat Consulting Services Pty Ltd or any associate of Top Cat Consulting Services Pty Ltd. The Company is required under the ASX Listing Rules to notify shareholders of this exclusion.

In accordance with the ASX Listing Rules, the Company need not disregard a vote if it is cast by 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.

The Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

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5. RESOLUTION 5 – ISSUE OF SHARES TO ANTHONY CRIMMINS

To consider and, if thought fit, to pass the following as an ordinary resolution:

“That, for the purpose of Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue 4,934,793 Shares at an issue price of $0.017 per Share to Anthony Crimmins, for the purpose and on the terms set out in the Explanatory Statement.”

Voting Restriction

The Company is required under the Corporations Act to disregard any votes cast on the proposed resolution by or on behalf of Anthony Crimmins or any associate of Anthony Crimmins. The Company is required under the ASX Listing Rules to notify shareholders of this exclusion.

In accordance with the ASX Listing Rules, the Company need not disregard a vote if it is cast by 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.

The Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

BY ORDER OF THE BOARD GRAEME HOGAN COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at the offices of Hall Chadwick, Level 40, 2 Park Street, Sydney at 10.00am (Sydney time) on Friday 22 April 2016.

The purpose of this Explanatory Statement is to provide information that the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

The table below shows the effect of passing of all resolutions to be put to this meeting on the number of fully paid ordinary shares of the Company:-

Current number of fully paid ordinary shares on issue	161,762,035
Less: cancellation of shares (Resolution 1)	(4,934,793)
Plus: issue of shares (Resolution 2)	3,500,000
Plus: issue of shares (Resolution 3)	1,000,000
Plus: issue of shares (Resolution 4)	6,000,000
Plus: issue of shares (Resolution 5)	4,934,793
Number of fully paid ordinary shares on issue if all resolutions at this Meeting are passed	172,262,035

1. RESOLUTION 1 – SELECTIVE REDUCTION IN CAPITAL

1.1. General

The Company issued an Entitlement Offer dated 12 November 2015 to all Shareholders to raise approximately $343,909 with the issue of 20,229,932 shares at an Issue Price of 1.7 cents.

Mr Anthony Crimmins stated that he would take up all his Entitlements under the Offer plus underwrite the Offer to $100,000. During the course of the Offer Mr Crimmins and his related parties applied for his Entitlement plus $100,000 and in addition applied for 4,934,793 Additional Shares.

The ASX determined that the issue of the additional 4,934,793 Additional Shares was in breach of ASX Listing Rule 10.1.

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The ASX requires the Company to take the following action in relation to the issue of the 4,934,793 Breach Securities, issued without shareholder approval as required by Listing Rule 10.1:-

• The Company is to undertake a selective reduction in share capital in relation to the Breach Securities, to be undertaken at the Issue Price, in compliance with the Corporations Act 2001 (Cth) and the ASX Listing Rules by no later than 5pm AEDT on Monday 29 February 2016;

• The Company is to make an announcement, in a form acceptable to the ASX, disclosing the issue of the Breach Securities in breach of Listing Rule 10.11 and completion of the above action in relation to the breach by no later than 5pm AEDT on Tuesday, 22 December 2015; and

• Lodge an Appendix 3Y in relation to Mr Anthony Crimmins within 5 business days of the change in his notifiable interests, effected by the above action, reflecting the cancellation of the Breach Securities.

The Company has already completed the second requirement – to make an announcement, in a form acceptable to the ASX, disclosing the Breach by 5pm AEDT Tuesday 22 December 2015.

Section 256B(1) of the Corporations Act provides that a company may reduce its share capital in a way that is not otherwise authorised by the Corporations Act if the reduction:

• (a) is fair and reasonable to the company's members as a whole; and

• (b) does not materially prejudice the company's ability to pay its creditors; and

• (c) is approved by members under s256C.

To meet the requirements of providing shareholders with an Independent Experts Report, the ASX granted the Company an extension to hold the meeting by Friday 22 April 2016.

The Company commissioned dVT Consulting Pty Limited to prepare an Independent Experts Report to shareholders of Jatenergy as a whole, stating whether the proposed transaction is fair and reasonable. A copy of their report is an annexure to this Notice. In dVT Consulting Pty Limited’s opinion the proposed transaction is fair and reasonable to ordinary shareholders.

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1.2. Disclosure Requirements

As at the date of this Notice, the Company has:-

• a) 161,762,035 ordinary fully paid shares on issue of which 150,650,924 are quoted on the ASX and 11,111,111 are in a holding lock;

• b) 4,934,793 ordinary fully paid shares issued to Mr Anthony Crimmins are subject to Resolution 1 and cancelled. These shares represent 3.05% of all fully paid shares on issue;

• c) The 4,934,793 ordinary fully paid shares to be cancelled with the payment of $0.017 per share to Mr Crimmins, in total a payment of $83,891.48;

• d) The price per Share to be paid is the same price as the Entitlement Offer dated 12 November 2015;

• e) The Shares are to be cancelled in accordance with the ASX Breach Notice issued to the Company on 21 December 2015;

• f) Mr Crimmins is the sole participant affected by the cancellation of shares. Mr Crimmins is a director of the Company;

• g) The directors, other than Mr Crimmins, believe that the cancellation of the Shares will have no financial effect on the Company of Resolution 5 to be put to this meeting is passed as recommended by Shareholders as this will allow Mr Crimmins to subscribe for 4,934,793 Shares at 1.7 cents per Share, ie return the funds to the Company. If Resolution 5 of this meeting is not passed by Shareholders it will mean that the Company will not be able to develop as extensive a proprietary product range for sale in China as planned and may result in the Directors seeking replacement funds from existing Shareholders or new sources of funds which may be equity or debt;

• h) The funds to pay for the cancellation of the 4,934,793 Shares will be provided from existing working capital of the Company;

• i) There will be no significant effect on control of the Company as a result of the passing of this resolution as it only represents 3.05% of the current issued capital of the Company. If

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Resolution 5 of this meeting is passed, there will be no effect on control of the Company as a result of this Resolution being passed;

• j) Mr Crimmins is the sole shareholders affected by the cancellation of Shares subject to Resolution 1 as required to comply with the ASX Breach Notice;

• k) Shareholders are able to access the 2015 audited financial statements plus Appendix 4C for the quarter ended 30 September 2015 from the ASX announcements website – http://www.asx.com.au/asx/statistics/announcements.do and typing ASX code JAT

Section 256C of the Corporations Act 2001 (Cth) requires that where the reduction in Share Capital as per Resolution 1 of this Meeting of Shareholders is approved that a separate special resolution must be put to those members whose shares are to be cancelled at a separate meeting for approval of the cancellation of their Shares. It should be noted that this meeting will be held immediately after the conclusion of this Meeting. Given that the only eligible shareholders to attend this meeting will be Mr Crimmins and related party companies, the Company has not distributed a copy of the Notice of Meeting. Shareholders who wish to see a copy of the Notice of Meeting may do so by requesting a copy from the Secretary of the Company.

1.3. Voting Exclusions

The Company is required under the Corporations Act to disregard any votes cast on the proposed resolution by or on behalf of Anthony Crimmins or any associate of Anthony Crimmins. The Company is required under the ASX Listing Rules to notify shareholders of this exclusion.

In accordance with the ASX Listing Rules, the Company need not disregard a vote if it is cast by 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.

The Chairman of the meeting intends to vote undirected proxies in favour of the Selective Share Buy-Back.

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2. RESOLUTION 2 - ISSUE OF SHARES TO J & Y GROUP PTY LTD

2.1. General

J & Y Group Pty Ltd provides the services of Mr Wilton Yao as a director of Jatenergy Limited. The Company currently pays $13,200 per month to J & Y Group Pty Ltd for these services. The Company currently owes J & Y Group Pty Ltd $58,350 for the services of Mr Yao. J & Y Group Pty Ltd, Mr Yao and the Company have agreed to settle the payment of this outstanding amount through the issue of fully paid Shares in the Company. The Company has determined that J & Y Group Pty Ltd is a related party of Jatenergy Limited as a result of Mr Yao being one of the controllers of J & Y Group Pty Ltd.

It has been agreed that the Issue Price of the fully paid ordinary Shares will be 2.2 cents per fully paid ordinary share. The shares upon issue will rank equally with existing ordinary fully paid shares. The Company will apply to the ASX to quote the shares upon issue of the shares.

Mr Crimmins and Mr Li, the other directors of the Company, believe that the issue of these Shares to J & Y Group Pty Ltd is in the best interests of the Company. The intended use of the funds under this issue of shares is to reduce creditors of the Company.

If this resolution is approved, it is proposed to issue the Shares within one month of the Meeting.

2.2. Voting Exclusions

The Company is required under the Corporations Act to disregard any votes cast on the proposed resolution by or on behalf of J & Y Group Pty Ltd or any associate of J & Y Group Pty Ltd. The Company is required under the ASX Listing Rules to notify shareholders of this exclusion.

In accordance with the ASX Listing Rules, the Company need not disregard a vote if it is cast by 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.

The Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

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3. RESOLUTION 3 - ISSUE OF SHARES TO BACZ PTY LTD

3.1. General

Bacz Pty Ltd provides the services of Mr Graeme Hogan as a Chief Financial Officer/Company Secretary of Jatenergy Limited. Bacz currently charges for these services based on the hours worked during the month.

Bacz Pty Ltd, Mr Hogan and the Company have agreed that over the period to 30 June 2016, part of any monthly invoice can be settled through the issue of fully paid Shares in the Company.

It has been agreed that the Issue Price of the fully paid ordinary Shares will be of not less than 80% of the volume weighted average price of fully paid ordinary shares, calculated over the preceding 5 ASX trading days to the date of issue of the fully paid ordinary shares. The shares upon issue will rank equally with existing ordinary fully paid shares. The Company will apply to the ASX to quote the shares upon issue of the shares.

The intended use of the funds under this issue of shares is to reduce creditors of the Company.

If this resolution is approved, the Shares will be issued as agreed between the parties before 21 July 2016.

3.2. Voting Exclusions

The Company is required under the Corporations Act to disregard any votes cast on the proposed resolution by or on behalf of Bacz Pty Ltd or any associate of Bacz Pty Ltd. The Company is required under the ASX Listing Rules to notify shareholders of this exclusion.

In accordance with the ASX Listing Rules, the Company need not disregard a vote if it is cast by 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.

The Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

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4. RESOLUTION 4 – ISSUE OF SHARES TO TOP CAT CONSULTING SERVICES PTY LTD

4.1. General

Top Cat Consulting Services Pty Ltd provides the services of Mr Anthony Crimmins as an executive director of Jatenergy Limited. The Company currently pays $13,200 per month to Top Cat Consulting Services Pty Ltd for these services. The Company currently owes Top Cat Consulting Services Pty Ltd $89,700 for the services of Mr Crimmins.

Top Cat Consulting Services Pty Ltd, Mr Crimmins and the Company have agreed to settle the payment of this outstanding amount through the issue of fully paid Shares in the Company. The Company has determined that Top Cat Consulting Services Pty Ltd is a related party of Jatenergy Limited as a result of Mr Crimmins being the controller of Top Cat Consulting Services Pty Ltd.

It has been agreed that the Issue Price of the fully paid ordinary Shares will be 2.2 cents per fully paid ordinary share. The shares upon issue will rank equally with existing ordinary fully paid shares. The Company will apply to the ASX to quote the shares upon issue of the shares.

Mr Yao and Mr Li, the other directors of the Company, believe that the issue of these Shares to Top Cat Consulting Services Pty Ltd is in the best interests of the Company. The intended use of the funds under this issue of shares is to reduce creditors of the Company.

If this resolution is approved, it is proposed to issue the Shares within one month of the Meeting.

4.2. Voting Exclusions

The Company is required under the Corporations Act to disregard any votes cast on the proposed resolution by or on behalf of Top Cat Consulting Services Pty Ltd or any associate of Top Cat Consulting Services Pty Ltd. The Company is required under the ASX Listing Rules to notify shareholders of this exclusion.

In accordance with the ASX Listing Rules, the Company need not disregard a vote if it is cast by 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.

The Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

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5. RESOLUTION 5 - ISSUE OF SHARES TO ANTHONY CRIMMINS

5.1. General

As mentioned in Resolution 1, Mr Crimmins applied for 4,934,793 ordinary fully paid Shares in the Company’s Entitlement Offer dated 12 November 2015.

Mr Crimmins applied for the Additional Shares as he believed it was important to have sufficient funds for purposes mentioned in the Entitlement Offer document in particular sufficient funds to be able to develop its own range of proprietary products.

Mr Crimmins is still willing to subscribe for 4,934,793 Shares at 1.7 cents, ($83,890.97) being the Issue Price of the Entitlement Offer.

Mr Yao and Mr Li, the other directors of the Company, believe that the issue of these Shares to Mr Crimmins or his nominee is in the best interests of the Company as it will provide funds for purposes mentioned in the Entitlement Offer document in particular sufficient funds to enable development of proprietary products by the Company for sale into China. Without these funds the Company may not be able to develop its own range of proprietary products in the time frame to meet demand for these products in China.

If this resolution is approved, it is proposed to issue the Shares within one month of the Meeting. The shares upon issue will rank equally with existing ordinary fully paid shares. The Company will apply to the ASX to quote the shares upon issue of the shares.

5.2. Voting Exclusions

The Company is required under the Corporations Act to disregard any votes cast on the proposed resolution by or on behalf of Anthony Crimmins. The Company is required under the ASX Listing Rules to notify shareholders of this exclusion.

In accordance with the ASX Listing Rules, the Company need not disregard a vote if it is cast by 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.

The Chairman of the meeting intends to vote undirected proxies in favour of this resolution.

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Jatenergy Limited

Independent Experts Report and Financial Services Guide

22 February 2016

22 February 2016

BY FACSIMILE: OUR REF: SM CONTACT NUMBER: 02 9239 5301 CONTACT NAME: Suelen McCallum The Independent Directors Jatenergy Limited Floor 6, Suite 8, 55 Miller Street, Pyrmont NSW 2009

Dear Sirs,

Independent Expert’s Report and Financial Services Guide

1. Introduction

On 22 December 2015 Jatenergy Limited (“Jatenergy”) announced that it had acknowledged notice from ASX of a breach of ASX Listing Rule 10.11, and that it would remedy the breach by undertaking a selective reduction in its share capital in relation to shares issued to the Executive Chairman of Jatenergy, Mr. Tony Crimmins (“the Proposed Transaction”). The Proposed Transaction involves the cancellation of 4,934,793 fully paid shares from Mr. Crimmins at $0.017 cents per share, being the price of the entitlement issue dated 12 November 2015.

The company has now convened a general meeting of shareholders to approve the selective reduction of its share capital so that it complies with the requirements of ASX and a subsequent requirement from ASX. The Proposed Transaction is subject to special resolutions being passed by ordinary shareholders (not associated with Mr. Crimmins) at a general meeting of shareholders.

The directors of Jatenergy have requested dVT Consulting Pty Limited (“dVT Consulting”) to prepare an Independent Expert’s Report (“IER”) to the shareholders of Jatenergy as a whole, stating whether the Proposed Transaction is fair and reasonable.

This report is a summary of dVT Consulting’s opinion as to the merits or otherwise of the Proposed Transaction. This report should be considered in conjunction with and not independently of the information set out in the Notice of General Meeting and Explanatory Memorandum to shareholders, to which this report is attached.

dVT Consulting has prepared a Financial Services Guide in accordance with the Corporations Act. The Financial Services Guide is included as an attachment to the report.

2. Summary of opinion

In our opinion, the Proposed Transaction is fair and reasonable to the shareholders of Jatenergy as a whole. In forming our opinion, we have:

• compared the value of the Offer, with our assessed market value range for ordinary shares, and

• had regard to the advantages, disadvantages and other considerations of the Proposed Transaction to the shareholders as a whole.

The principal matters we have taken into consideration in forming our opinion are summarised in the remainder of Section 2 below.

2.1 The Proposed Transaction is fair to Ordinary Shareholders

In our opinion, having assessed the Offer to those shareholders whose shares are to be cancelled, we consider the Proposed Transaction to be fair. We determined the upper end of our market valuation range using a calculation of weighted average share prices based on trading volumes from 1 July 2015 to 18 February 2016. Using this approach, we concluded on a market value for the ordinary shares at the upper end of our valuation range to be $0.0209 per share.

From the financial information of the company we have calculated net asset backing per share to be $0.0102. This value calculation was used to determine the low end of our market value range.

In arriving at our opinion, we compared the Offer of $0.017 per ordinary share with our assessed market value range of $0.0102 to $0.0209 per ordinary share. The Offer falls within our assessed market value range and therefore is fair to those shareholders whose shares are to be cancelled as well as to all other ordinary shareholders.

2.2 The Proposed Transaction is reasonable to Ordinary Shareholders

In considering whether the Proposed Transaction is reasonable to Ordinary Shareholders, we have had regard to the following:

• The price per share to be paid is the same price as the entitlement offer dated 12 November 2015;

• Mr. Crimmins is the sole participant affected by the cancellation of shares. Mr. Crimmins is a director of the company.

• There is an additional proposed resolution to approve the issue of 4,934,793 shares to Mr. Crimmins at 1.7 cents per share after cancellation of the existing shares. This will mean that the cancellation of the shares will offset by the issue of the same number of shares at the same price and will not have any effect on the cash position of the company nor will it have any effect on other shareholders.

• If the resolution to issue the additional shares is not passed by shareholders, it will mean that the company will have to pay the redemption cost out of working capital and the company will not be able to fulfil its planned expansion and development of products in China. This may result in directors seeking replacement funds from existing shareholders or new sources of funds which may be equity or debt;

• There will be no significant effect on control of the company as the shares to be cancelled only represent 3.05% of the current issued capital of the company.

3. Other Matters

Our opinion is based solely on information available as at the date of this report as set out in Appendix 2. We note that we have not undertaken to update our report for events or circumstances arising after the date of this report other than those of a material nature which would impact upon our opinion. We refer readers to the limitations and reliance on information section as set out in section 5 Scope of Report of our report.

In forming our opinion, we have considered the interests of Jatenergy shareholders as a whole. This advice therefore does not consider the financial situation, objectives or needs of individual shareholders. It is not practical or possible to assess the implications of the Proposed Transaction on individual shareholders as their financial circumstances are not known. The decision of shareholders as to whether or not to approve the Proposed Transaction is a matter for individuals based on, amongst other things, their risk profile, liquidity preference, investment strategy and tax position. Individual shareholders should therefore consider the appropriateness of our opinion to their specific circumstances before acting on it. As an individual’s decision to vote for or against the proposed resolutions may be influenced by his or her particular circumstances, we recommend that individual shareholders including residents of foreign jurisdictions seek their own independent professional advice.

The Notice of General Meeting and Explanatory Memorandum may contain taxation advice with regard to the Proposed Transaction. We note that we do not seek to advise individual Jatenergy shareholders on the taxation effects of the Proposed Transaction on their own specific circumstances.

This report has been prepared solely for the purpose of assisting Jatenergy ordinary shareholders in considering the Proposed Transaction. We do not assume any responsibility or liability to any other party as a result of reliance on this report for any other purpose.

All currency amounts in this report are denominated in Australian dollars unless otherwise stated.

Neither the whole nor any part of this report or its attachments or any reference thereto may be included in or attached to any document, other than the Notice of General Meeting and Explanatory Memorandum to be sent to shareholders in relation to the Proposed Transaction, without the prior written consent of dVT Consulting as to the form and context in which it appears. dVT Consulting consents to the inclusion of this report in the form and context in which it appears in the Notice of General Meeting and Explanatory Memorandum and to incorporation by reference of this report in the Notice of Shareholder Meeting and Explanatory Memorandum.

The above opinion should be considered in conjunction with and not independently of the information set out in the remainder of this report, including the appendices.

Yours faithfully dVT Consulting Pty Limited

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Suelen McCallum Director

CONTENTS

		CONTENTS
4.	The	Proposal.............................................................................................................................. 6
5.	Scope of the Report...................................................................................................................... 7
	5.1	Purpose.............................................................................................................................. 7
	5.2	Technical requirements........................................................................................................... 7
	5.3	Basis of assessment............................................................................................................... 7
	5.4	Limitations and reliance on information........................................................................................ 8
	5.5	Disclosure of information......................................................................................................... 9
6.	Company overview....................................................................................................................... 9
	6.1	Introduction.......................................................................................................................... 9
	6.2	Key risks.............................................................................................................................. 9
	6.3	Financial overview............................................................................................................... 12
	6.4	Capital Structure.................................................................................................................. 13
	6.5	Share Price History.............................................................................................................. 14
7.	Evaluation of the Offer................................................................................................................. 15
	7.1	General............................................................................................................................. 15
	7.2	Valuation conclusion............................................................................................................. 15

Annexure A	-	Disclosures
Annexure B	-	Sources of Information
Annexure C	-	Financial Services Guide
Annexure D	-	Glossary

4. The Proposal

Jatenergy issued an Entitlement offer dated 12 November 2015 to all shareholders to raise approximately $343,909 with the issue of 20,229,932 shares at an issue price of 1.7 cents. The entitlement was at the ratio of 1:7, i.e. one new share for every 7 shares presently held.

Mr. Anthony Crimmins, Executive Chairman of Jatenergy, stated that he would take up all his entitlements under the offer in addition to underwriting the offer to $100,000. During the course of the offer, Mr. Crimmins and his related parties applied for their entitlements plus the $100,000, and in addition applied for 4,934,793 additional shares. That additional issue did not have the required approval of shareholders.

The ASX determined that the issue of the additional 4,934,793 shares was in breach of ASX Listing Rule 10.11. The ASX then required the company to undertake a selective reduction in share capital in relation to the breach securities, to be undertaken at the issue price of 1.7 cents.

Section 256B(1) of the Corporations Act 2001 provides that a company may reduce its share capital in a way that is not otherwise authorised by the Corporations Act, if a reduction:

• (a) is fair and reasonable to the company’s members as a whole;

• (b) does not materially prejudice the company’s ability to pay its creditors; and

• (c) is approved by members under Section 256C of the Corporations Act.

Accordingly a general meeting of shareholders has been convened by the company to approve, among other resolutions, the reduction of the share capital issued to Mr. Crimmins and related parties and which is deemed to be in breach of Listing Rule 10.11. The shares so issued are summarised as follows:

Issued to Anthony Crimmins 4,578,638 shares Issued to related parties 356,155 shares Total 4,934,793 shares

We note that at the same meeting of shareholders, a resolution will be proposed that approval be given to the issue of 4,934,793 shares to Anthony Crimmins and related parties at a issue price of 1.7 cents per share. At a subsequent meeting of those shareholders whose shares are to be cancelled, to be held immediately after the general meeting of shareholders, a resolution will be proposed that the selective reduction of shares will be approved.

The Proposed Transaction is subject to special resolutions being passed by Ordinary Shareholders at a general meeting and by the shareholders whose shares are to be cancelled in a separate meeting. The strategic rationale of the Proposed Transaction is as follows:

• Compliance with ASX requirement that selective reduction of capital be effected;

• Compliance with Listing Rules requirements that shareholder approval be given to the issue of shares to

• Completion of the proposed fundraising to fulfil working capital needs

Based on the number of ordinary shares on issue at the date of this report and the stated offer price of 1.7 cents per share, the selective capital reduction is expected to cost Jatenergy $83,891 pre transaction costs. We note that section 1.2 of the Notice of General Meeting and Explanatory Memorandum states that Jatenergy will fund the selective capital reduction from existing working capital of the company.

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It is unlikely that shareholders whose shares are to be cancelled will make a capital gain or loss in relation to the cancellation of their shares, as it is proposed that the cancelled shares will be replaced by new shares issued with the approval of shareholders. Nevertheless shareholders are advised to seek their own taxation advice.

5. Scope of the Report

5.1 Purpose

There is no statutory requirement for the preparation of this Independent Expert’s Report (IER). However, in order to assist the shareholders of Jatenergy in assessing the Proposed Transaction, the Directors of Jatenergy have requested that dVT Consulting prepare an IER for inclusion in the Notice of General Meeting and Explanatory Memorandum to be sent to shareholders. The IER will state whether the Proposed Transaction is fair and reasonable to the shareholders of Jatenergy as a whole.

5.2 Technical requirements

The Proposed Transaction is to be implemented pursuant to Section 265B(1) of the Corporations Act (the Act), which allows a company to reduce its capital in a way that is not otherwise authorised by law if the reduction:

• is fair and reasonable to the company’s shareholders as a whole

• does not materially prejudice the company’s ability to pay its creditors

• is approved by members under Section 256C.

Under Section 256C of the Act, if the reduction is a selective reduction, it must be approved by either:

• a special resolution passed at a general meeting of the company, with no votes being cast in favour of the resolution by any person who is receiving consideration as part of the reduction or whose liability to pay amounts unpaid on shares is to be reduced, or by their associates; or

• a resolution agreed to, at a general meeting, by all ordinary shareholders

If the reduction involves a cancellation of shares, the reduction must also be approved by a special resolution passed at a meeting of the shareholders whose shares are to be cancelled.

5.3 Basis of assessment

In preparing our report, we have given due consideration to the Regulatory Guidelines issued by ASIC. In particular, RG 111 outlines the principles and matters which it expects a person preparing an IER to consider. RG 111 notes:

• in assessing whether a transaction is ‘fair and reasonable’ the assessment should not be applied as a composite test;

• a transaction is “fair” if the buy-back price is equal to or greater than the value of the securities that are the subject of the transaction;

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• a transaction is “reasonable” if it is fair. A transaction may also be “reasonable” if, despite not being “fair”, and after considering other significant factors, shareholders should approve the transaction in the absence of an alternative superior proposal.

The most appropriate basis upon which to evaluate whether the Proposed Transaction is “fair and reasonable” is to consider all of the circumstances and compare the advantages and disadvantages to and the overall impact on all shareholders. As such we have considered:

• the amount offered for the ordinary shares, being $0.017;

• the rationale, advantages and disadvantages of the Proposed Transaction;

• the financial situation and solvency of Jatenergy; and

• implications if the Proposed Transaction is not approved.

5.4 Limitations and reliance on information

In preparing this report and arriving at our opinion, we have considered the information detailed in Appendix B of this report. In forming our opinion, we have relied upon the truth, accuracy and completeness of any information provided or made available to us without independently verifying it. Nothing in this report should be taken to imply that dVT Consulting has in any way carried out an audit of the books of account or other records of Jatenergy for the purposes of this report.

Further, we note that an important part of the information base used in forming our opinion is comprised of the opinions and judgements of Jatenergy’s management. In addition, we have also had discussions with Jatenergy’s management in relation to the nature of the Company’s business operations, its specific risks and opportunities, its historical results and its prospects for the foreseeable future. This type of information has been evaluated through analysis, enquiry and review to the extent practical. However, such information is often not capable of external verification or validation.

Jatenergy has been responsible for ensuring that information provided by it or its representatives is not false or misleading or incomplete. Complete information is deemed to be information which at the time of completing this report should have been made available to dVT Consulting and would have reasonably been expected to have been made available to DVT Consulting to enable us to form our opinion. We have no reason to believe that any material facts have been withheld from us but do not warrant that our inquiries have revealed all of the matters which an audit or extensive examination might disclose. The statements and opinions included in this report are given in good faith, and in the belief that such statements and opinions are not false or misleading.

The information provided to dVT Consulting included forecasts/projections and other statements and assumptions about future matters (forward-looking financial information) prepared by the management of Jatenergy. Whilst dVT Consulting has relied upon this forward looking financial information in preparing this report, Jatenergy remains responsible for all aspects of this forwardlooking financial information. The forecasts and projections as supplied to us are based upon assumptions about events and circumstances which have not yet transpired. We have not tested individual assumptions or attempted to substantiate the veracity or integrity of such assumptions in relation to any forward-looking financial information, however we have made sufficient enquiries to satisfy ourselves that such information has been prepared on a reasonable basis.

Notwithstanding the above, dVT Consulting cannot provide any assurance that the forward looking financial information will be representative of the results which will actually be achieved during the forecast period. Any variations in the forward looking financial information may affect our valuation and opinion. The opinion of DVT Consulting is based on prevailing market, economic and other conditions at the date of this report. Conditions can change over relatively short periods of time.

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Any subsequent changes in these conditions could impact upon our opinion. We note that we have not undertaken to update our report for events or circumstances arising after the date of this report other than those of a material nature which would impact upon our opinion.

5.5 Disclosure of information

In preparing this report, dVT Consulting has had access to all financial information considered necessary in order to provide the required opinion. Jatenergy has requested dVT Consulting limit the disclosure of some commercially sensitive information relating to Jatenergy and its subsidiaries. This request has been made on the basis of the commercially sensitive and confidential nature of the operational and financial information of the operating entities comprising Jatenergy. As such the information in this report has been limited to the type of information that is regularly placed into the public domain by Jatenergy.

6. Company overview

6.1 Introduction

Future & Current Strategy : Jatenergy has been actively involved for the past 12 months in the trading of pharmaceutical supplements, milk powder, infant formula, personal hygiene and other related products from Australia to China. The company is also continuing with its acquisition of Nanyang Electric which has continued to sell more LED product in Europe with new markets opening in the USA.

Coal Projects : Jatenergy currently has the rights for marketing of coal in Jong Kang, but due to the continued fall in coal pricing the mine has been placed in care and maintenance till market conditions improve. There is no time estimation on when the mine will be back in production as the coal market is still out of favour for the near and distant future.

Technologies : Jatenergy currently has the rights to a proprietary coal upgrading technology, which coverts low value brown coal into high value energy products. Jatenergy has the license for the Coal Plus technology for Indonesia, with an option to extend into Southeast Asia. Unlike existing coal upgrading technologies, which are mostly at a pilot plant stage, the Coal Plus Technology has been commercially demonstrated. Jatenergy is looking to license the technology, specifically in Indonesia on a project-by-project basis.

Jatenergy also has the rights to a technology within Indonesia for the recovery of energy materials from low to poor grade ores such as manganese, lithium, copper and gold. Jatenergy is seeking to extend this license to cover China for the recovery of manganese, which is a key component in the manufacture of current generation batteries.

6.2 Key risks

This section describes some of the key potential risks associated with an investment in Jatenergy. We have had regard for risk specific to Jatenergy as well as industry wide risk factors.

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6.2.1 General Risk Factors

An investment in the company is not risk free and prospective investors should consider the risk factors detailed below, before deciding whether to apply for shares. Generally the company’s business may be adversely affected by:

• Local and international factors such as fluctuation in interest and inflation rates, rise and fall in prices, currency fluctuations, rise and fall in the world equity markets, and changes in demand for those products and licences sold by the Company.

• Varying and changing governmental and regulatory factors,

• Availability of key personnel.

• Conditions of grant or renewal of licences.

• Force Majeure which prevents the Company from supplying its products.

• Claims of adverse interests in intellectual property.

6.2.2 Technical difficulties

Possible technical difficulties might unexpectedly be encountered in achieving the Company’s objectives or manufacture or sale of the Company’s products. These difficulties may be caused by failure to achieve manufacturing standards or market share or changes in compliance requirements or costs of manufacture or compliance.

6.2.3 Investment Risks

The exploitation of our coal and biofuel resources, marketing of energy related conversion recovery technologies business is subject to various factors and uncertainties and accordingly an investment in shares should be considered speculative. Investors interested in capital gains should consider that the value of the company’s shares might fluctuate. Investors interested in an income stream from dividends should recognise that the company may have a limited revenue stream until resources and technologies are exploited developed and sold.

The directors of the company do not consider that any such conditions or regulations constitute such a significant risk to the carrying out of the company’s business in respect of its existing activities that would justify not continuing such business.

6.2.4 Economic Risks

Investors should consider the impacts of supply and demand for coal and fluctuations in prices and exchange rates, Australia’s and Indonesia’s inflation rate and interest rates. All of these factors have a bearing on operating costs, potential revenue and share prices.

Market perceptions of the value of the company’s shares alter significantly from time to time. Fluctuations may also occur as a result of factors influencing the price of shares in small cap resource companies or share prices generally.

6.2.5 Business Decisions

Decisions to exploit our coal and biofuel projects and market coal conversion and energy material recovery technologies involve expressions of judgment based on knowledge, experience and industry practice. Estimates, which were valid when originally calculated, may alter significantly when new information or techniques become available. In addition, such decisions depend to some extent on interpretations and forecasts, which may prove to be inaccurate.

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As further information becomes available through additional research and analysis, such forecasts are likely to change. This may result in alterations to development and investment plans, which may, in turn adversely affect the company’s operations.

6.2.6 Prices and Exchange Rate Risks

Material prices in particular coal prices fluctuate and are affected by numerous factors beyond the control of the company. These factors include world demand for coal. Moreover, prices are also affected by macroeconomic factors such as expectations regarding inflation, interest rates and regional demand for, and supply of, the coal as well as general economic conditions.

These factors may have an adverse effect on the company’s development and production activities, as well as on its ability to fund those activities.

Furthermore, the international prices of some of the company’s products are denominated in United States dollars, while the company’s cost base is principally in Australian dollars. Consequently, the company is exposed to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in the international markets.

6.2.7 Financing Risks

The company’s capital requirements depend on numerous factors. Depending on the company’s ability to generate income from its operations, the company may require further financing in addition to amounts raised pursuant to this capital raising.

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 operations and scale back its resource exploitation and marketing technology programmes as the case may be.

6.2.8 Personal Risk Factors

Potential investors should consider carefully whether an investment in the company is suitable for them in the light of their personal circumstances and the financial resources available to them and their personal taxation obligations. Prospective investors should be aware that the market price of shares may be influenced by many unpredictable factors and that subscribing for shares involves various risks.

While some of the risks can be minimised by the use of safeguards and appropriate systems, some are outside the control of the company. The value of the company’s securities on ASX may rise and fall depending on factors beyond the control of the company.

6.2.9 Share market and Liquidity Risk

Investors will be able to offer their shares for sale freely on ASX, however, there is no assurance of the price at which listed shares will trade or that there will be any buyers at all. New investors should therefore be prepared to hold their shares for extended periods pending the development of the company and potential opportunities emerging in the future.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities and in particular, industrial stocks. Neither the company nor the directors warrant the future performance of the company or any return on an investment in the company.

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The market price of shares may be subject to general movements in local and international stock exchanges, economic conditions, prices of materials, currency fluctuations and interest rates. The shares may trade at a price above or below the issue price depending on a range of factors including the performance of the securities market generally, the performance of the industrial sector of the market, national and international economic performance, market perceptions of the company, the degree of success in the company’s business endeavours, results of future development for products manufactured and/or developed by the company and the financial performance of the company.

6.3 Financial overview

Jatenergy’s audited consolidated income statements for the years ending 30 June 2013 (FY13), 30 June 2014 (FY14) and 30 June 2015 (FY15) are set out in the table below:

Table 1: Historical consolidated financial performance

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Numbers may not add due to rounding Source: Jatenergy FY13, FY14 and FY15 annual reports

The largest contributors to the losses have been the charges for impairment of assets in each of the years.

Jatenergy’s audited consolidated balance sheets for the years ending 30 June 2013 (FY13), 30 June 2014 (FY14) and 30 June 2015 (FY15) are set out in the table below:

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Table 2: Historical consolidated financial position

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Numbers may not add due to rounding Source: Jatenergy FY13, FY14 and FY15 annual reports

6.4 Capital Structure

The company’s capital structure is made up of ordinary shares. At 30 June 2015 the substantial shareholders of the company were:

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Holder Name	Units Held	% of Issued Shares
Feng Zhou Xuan	21,111,111	14.92%
Hajek,Adam Leslie &LG	17,936,253	12.68%
Crimmins,Anthony StephenCrimminsA/C	11,941,145	7.91%
ShengRun Holdings GroupAustL&SFam A/C	9,125,000	6.45%
Top20 Shareholders	98,053,429	68.78%
TotalSharesIssued	141,609,526	100.00%

Source: Jatenergy FY15 annual report

Subsequent to the rights issue completed in December, 2015 shares held by Mr. Crimmins and related parties increased to a total of 22,958,849 shares representing 14.19% of all issued capital. The shares subject to the selective reduction total 4,934,793. If those shares are cancelled, the interests of Mr. Crimmins will represent 11.49% of issued shares as per the following summary:

After Rights Issue:
	Original Shares	% of Total	Rights Issue	Underwriting	Total	% of Total	Additional Shares	Total	% of Total
Crimmins	11,181,645	7.90%	960,058	5,882,353	18,024,056	11.75%	4,934,793	22,958,849	14.19%
Other Shareholders	130,427,881	92.10%	4,979,860	-	135,407,741	88.25%	3,395,445	138,803,186	85.81%
Total Shares:	141,609,526	100.00%	5,939,918	5,882,353	153,431,797	100.00%	8,330,238	161,762,035	100.00%
After Selective Reduction:
	Original Shares	% of Total	Rights Issue	Underwriting	Total	% of Total	Additional Shares	Total	% of Total
Crimmins	11,181,645	7.90%	960,058	5,882,353	18,024,056	11.75%	-	18,024,056	11.49%
Other Shareholders	130,427,881	92.10%	4,979,860	-	135,407,741	88.25%	3,395,445	138,803,186	88.51%
Total Shares:	141,609,526	100.00%	5,939,918	5,882,353	153,431,797	100.00%	3,395,445	156,827,242	100.00%

If shareholders also approve the issue of 4,934,793 shares to Mr. Crimmins and related entities, then his interests will again represent 14.19% of issued capital. The shares to be cancelled represent 3.05% of the total shares issued after the rights issue.

6.5 Share Price History

From transactions recorded at ASX, the chart of daily prices for transactions involving Jatenergy shares over the past six months has been as follows:

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The weighted average share price for the period 1 July 2015 to 18 February 2016 is $0.209.

7. Evaluation of the Offer

7.1 General

In determining whether the Proposed Transaction is fair from the perspective of all members, we have valued the ordinary shares and compared the result with the offer of $0.017 per share.

In preparing the valuation of the ordinary shares, we have determined the net asset backing value of the shares based on the financial position of the company at 30 June 2015, adjusted for the rights issue in December 2015. We have also reviewed the trading price of shares in the company as quoted on the ASX for the period 1 July 2015 to 18 February 2016.

The net asset backing value at 30 June 2015 is $0.0102 per share, while the average weighted price per share from 1 July 2015 to 18 February 2016 is $0.0209.

7.2 Valuation conclusion

Taking into account our assumptions and analysis above, we have estimated the market value of the ordinary shares to be between $0.0102 and $0.0209 per share.

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APPENDIX “A”

dVT Consulting Pty Limited Disclosures

Qualifications

The individuals responsible for preparing this report on behalf of dVT Consulting are Suelen McCallum and Caryl Dias. Suelen is a member of Chartered Accountants Australia & New Zealand Caryl is a member of CPA Australia. Each has a significant number of years experience in the provision of corporate financial advice, including specific advice on valuations, mergers and acquisitions, as well as the preparation of expert reports.

Disclaimers

It is not intended that this report should be used or relied upon for any purpose other than dVT Consulting’s opinion as to whether the Proposed Transaction is fair and reasonable to Jatenergy shareholders. dVT Consulting expressly disclaims any liability to any Jatenergy 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. Other than this report, neither dVT Consulting nor any other entity in the dVT Group 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.

We note that the forward-looking financial information prepared by the Company does not include estimates as to the potential impact of any future changes in taxation legislation in Australia. Future taxation changes are unable to be reliably determined at this time.

Independence

In addition to the disclosures in our Financial Services Guide, it is relevant to a consideration of our independence that, during the course of this engagement, dVT Consulting provided draft copies of this report to management of Jatenergy for comment as to factual accuracy, as opposed to opinions which are the responsibility of dVT Consulting alone. Changes made to this report as a result of those reviews have not altered the opinions of dVT Consulting as stated in this report.

Consent

dVT Consulting consents to the inclusion of this report in the form and context in which it is included with the Notice of General Meeting and Explanatory Memorandum to be issued to the shareholders of Jatenergy. Neither the whole nor the any part of this report nor any reference thereto may be included in any other document without the prior written consent of dVT Consulting as to the form and context in which it appears.

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APPENDIX “B”

Sources of information

In preparing this report we have been provided with and considered the following sources of information:

Publicly available information:

• Various Jatenergy annual reports;

• Various Jatenergy announcements;

• Various press and media articles; and

• Data from ASX

In addition, we have had discussions with Graeme Hogan, Company Secretary, Jatenergy.

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APPENDIX “C”

Financial Services Guide

1 dVT Consulting Pty Limited

dVT Consulting carries on services at Level 3, 95 Macquarie Street, Parramatta, NSW, 2150. dVT Consulting holds an Australian Financial Services Licence 358907 authorising it to provide general financial product advice on securities to wholesale clients. dVT Consulting provides this Financial Services Guide (“FSG”) in connection with its provision of an independent expert’s report (“Report”).

dVT Consulting has been engaged by Jatenergy Limited (“Jatenergy” or the “Company”) to provide an independent expert’s report in relation to the proposed transaction between Mr. Anthony Crimmins (“Mr. Crimmins”) and Jatenergy.

2 Financial Services Guide

This Financial Services Guide (“FSG”) has been prepared in accordance with the Corporations Act 2001 and provides important information to help retail clients make a decision as to their use of general financial product advice in a report, the services we offer, information about us, our dispute resolution process and how we are remunerated.

3 General Financial Product Advice

In this report we provide general financial product advice. The advice in a report does not take into account your personal objectives, financial situation or needs. dVT Consulting does not accept instructions from retail clients. dVT Consulting provides no financial services directly to retail clients and receives no remuneration from retail clients for financial services. dVT Consulting does not provide any personal retail financial product advice directly to retail investors nor does it provide market-related advice directly to retail investors.

4 Remuneration

When providing this report, dVT Consulting’s client is the Company. dVT Consulting receives its remuneration from the Company. In respect of the Report, dVT Consulting will receive from Jatenergy a fee based on commercial rates plus reimbursement of out-of-pocket expenses for the preparation of the report. Our directors and employees providing financial services receive an annual salary and a performance bonus or profit share depending on their level of seniority.

Except for the fees referred to above, no related body corporate of dVT Consulting, or any of the directors or employees of dVT Consulting or any of those related bodies or any associate receives any other remuneration or other benefit attributable to the preparation of and provision of this report.

5 Independence

dVT Consulting is required to be independent of Mr Crimmins and Jatenergy in order to provide this report. The guidelines for independence in the preparation of independent expert’s report are set out in Regulatory Guide 112 “Independence of expert” issued by the Australian Securities and Investments Commission (“ASIC”). The following information in relation to the independence of dVT Consulting is stated below.

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dVT Consulting and its related entities do not have at the date of this report, and have not had within the previous two years, any shareholding in or other relationship with Jatenergy (and associated entities) and Jatenergy (and associated entities) that could reasonably be regarded as capable of affecting its ability to provide an unbiased opinion in relation the proposed transaction.

dVT Consulting has no involvement with, or interest in the outcome of the transaction, other than the preparation of this report. dVT Consulting will receive a fee based on commercial rates for the preparation of this report. This fee is not contingent on the outcome of the transaction. dVT Consulting’s out of pocket expenses in relation to the preparation of the report will be reimbursed. dVT Consulting will receive no other benefit for the preparation of this report.

dVT Consulting considers itself to be independent in terms of Regulatory Guide 112 “Independence of expert” issued by the ASIC.

6 Complaints process

dVT Consulting has an internal complaint handling mechanisms and is a member of the Financial Ombudsman Service (membership number 14660). All complaints must be in writing and addressed to the Chief Executive Officer at dVT Consulting. We will endeavour to resolve all complaints within 30 days of receiving the complaint. If the complaint has not been satisfactorily dealt with the complaint can be referred to the Financial Ombudsman Service who can be contacted at:

GPO Box 3 Melbourne, Victoria 3001 Telephone: 1300 78 08 08 Fax: 03 9613 6399 Email: info@fos.org.au Website: www.fos.org.au

dVT Consulting is only responsible for this report and this FSG. Complaints or questions about other documents prepared and distributed by Jatenergy should not be directed to dVT Consulting, which is not responsible for that document. dVT Consulting will not respond in any way that might involve any provision of financial product advice to any retail investor.

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APPENDIX “D”

GLOSSARY

	GLOSSARY
$,AUDor AU$	Australian Dollar
ASIC	AustralianSecurities andInvestments Commission
Jatenergy	JatenergyLimited
Jatenergy Shareholders	ShareholdersinJatenergyLimited
CorporationsAct	CorporationsAct2001(Australia)
DCF	Discounted Cash Flow
EBIT	EarningsBeforeInterest andTax
EBITDA	EarningsBeforeInterest,Tax,DepreciationandAmortisation
FSG	FinancialServices Guide
FY	Financial Year
dVT	dVTConsultingPtyLimited
NPAT	NetProfitAfter Tax
RG111	ASICRegulatory Guide111
RG112	ASICRegulatory Guide112
ASX	AustralianSecuritiesExchange

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This page has been left blank intentionally.

REGISTERED OFFICE:

JATENERGY LIMITED

FLOOR 6, SUITE 8 55 MILLER STREET PYRMONT NSW 2009

ACN: 122 826 242

«Company_code» «Sequence_number» «Holder_name» «Address_line_1» «Address_line_2» «Address_line_3» «Address_line_4» «Address_line_5»

SHARE REGISTRY:

Security Transfer Registrars Pty Ltd PO BOX 535, APPLECROSS WA 6953 AUSTRALIA

770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

Code: JAT

Holder Number: «HOLDER_NUM

PROXY 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.

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

The meeting chairperson OR

==> picture [337 x 31] intentionally omitted <==

or failing the person named, or if no person is named, the Chairperson of the meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the General Meeting of the Company to be held at 10:00am AEST on Friday 22 April 2016 at C/- Offices of Hall Chadwick, Level 40, 2 Park Street, SYDNEY NSW 2000 and at any adjournment of that meeting.

SECTION B: Voting Directions

Please mark "X" in the box to indicate your voting directions to your Proxy. The Chairperson of the Meeting intends to vote undirected proxies in FAVOUR of all the resolutions. In exceptional circumstances, the Chairperson of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

RESOLUTION For Against Abstain*

1.	SELECTIVE REDUCTION IN SHARE CAPITAL
2.	ISSUE OF SHARES TO J & Y GROUP PTY LTD
3.	ISSUE OF SHARES TO BACZ PTY LTD

1. ISSUE OF SHARES TO TOP CAT CONSULTING SERVICES PTY LTD

2. ISSUE OF SHARES TO ANTHONY CRIMMINS

If no directions are given my proxy may vote as the proxy thinks fit or may abstain. * If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SECTION C: Signature of Security Holder(s)

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

	Individual or Security Holder	Security Holder 2	Security Holder 2		Security Holder 3
	Sole Director & Sole Company Secretary		Director		Director/Company Secretary
	Proxies must be received by Jatenergy Limited		no later than 10:00am AEST on Wednesday 20 April 2016.
+	JATPX1220416	1	1	JAT	JATPX1220416

• JATPX1220416

My/Our contact details in case of enquiries are:

Name:

Number:

( )

1. NAME AND ADDRESS

This is the name and address on the Share Register of the Company. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. APPOINTMENT OF A PROXY

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a shareholder of the Company.

3. DIRECTING YOUR PROXY HOW TO VOTE

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by contacting the Company's share registry or you may photocopy this form.

5. SIGNING INSTRUCTIONS

Individual: where the holding is in one name, the Shareholder must sign. Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. LODGEMENT OF PROXY

Proxy forms (and any Power of Attorney under which it is signed) must be received by Jatenergy Limited no later than the date and time stated on the form overleaf. Any Proxy form received after that time will not be valid for the scheduled meeting.

To appoint a second Proxy you must:

• a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

• b) Return both forms in the same envelope.

Jatenergy Limited

Street Address Level 6 Suite 8 55 Miller Street Pyrmont NSW 2009 AUSTRALIA

Facsimile +61 2 9571 8200

Email s.birkin@jatenergy.com

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of security holders, 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 Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.