JATCORP LIMITED — Proxy Solicitation & Information Statement 2017

Dec 4, 2017

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Notice of General Meeting

Notice is hereby given that a General Meeting of members of Jatenergy Limited will be held at 10:00am AEDT on Wednesday 10 January 2018 at Suite 4.06, Level 6, 55 Miller St, Pyrmont NSW 2009 Resolution: Issue of shares to Mr Xipeng Li (Director)

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

That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue and allotment of 66,666,666 Shares to Mr Xipeng Li as set out in the Explanatory Memorandum is approved.

By order of the Board

Anthony Crimmins Company Secretary 27 November 2017

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Explanatory Statement

This Explanatory Statement has been prepared to assist Shareholders of Jatenergy Limited ( Jatenergy or the Company ) to understand the business to be put to Shareholders at the General Meeting ( Meeting or GM ) of the Company to be held at 10:00am (AEDT) on Wednesday 10 January 2018.

The resolution is an ordinary resolution. Ordinary resolutions require a simple majority of votes cast by Shareholders present and entitled to vote on the resolution.

Resolution: Issue of shares to Xipeng Li

The Resolution seeks shareholder approval pursuant to Listing Rule 10.11 for the issue of 66,666,666 Shares ( Director’s Shares ) to Mr Xipeng Li at an issue price of 1.5 cents per share to raise $1 million.

Jatenergy is currently undertaking a Share Purchase Plan whereby all shareholders in Jatenergy are entitled to subscribe for up to $10,000 worth of shares at an issue price of 1.5 cents per share.

Jatenergy has determined that additional working capital is required. The required working capital is in excess of the amount that is expected to be raised pursuant to the Share Purchase Plan.

Mr Li is integral to the success of the development of the China trading business. His Chinese language skills and connections in China are critically important in achieving the sales of products sourced in Australia.

The directors considered mandating stockbroking firms to raise the $1 million. Such a mandate would have resulted in significant fees being paid to the stockbroking firms as well as absorbing significant directors’ and management time in preparing presentations, briefing stockbrokers and attending meetings with potential shareholders. In the course of those considerations, Mr Li offered to subscribe $1 million at the same price as that offered to shareholders under the Shareholder Purchase Plan. The directors noted that by accepting Mr Li’s offer, significant stockbroker fees would not be payable and the management of Jatenergy would not be distracted from their current focus on developing the trading business.

For those reasons, the directors of Jatenergy accepted the offer of Mr Li to subscribe for the Director’s shares.

(a) Section 208 of Corporations Act

Section 208 of the Corporations Act provides that for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

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

b) give the benefit within fifteen (15) months following such approval, unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The Board has formed the view that shareholder approval under section 208 of the Corporations Act is not required for the proposed issue of the Director’s Shares as the exception in section 210 of the Corporations Act applies. The Director’s Shares are being issued on the same terms as if Jatenergy and Mr Li were dealing at arm’s length.

(b) Listing Rule 10.11

Listing Rule 10.11 restricts the Company from issuing securities to a related party of the Company, unless approval is obtained from Shareholders. A “related party” for the purposes of the Corporations Act is defined widely and includes a director of a public company. Mr Li is a director of the Company and as such is a related party of the Company. The effect of passing the Resolution will be to allow the Company to issue up to 66,666,666 Shares to Mr Li. If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

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(c) Specific information required by Listing Rule 10.13

Listing Rule 10.13 requires information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 10.11 as follows:

a) The Director’s Shares will be issued to Mr Xipeng Li.

b) The number of Director’s Shares to be issued to Mr Xipeng Li will be 66,666,666 and is calculated based on the price being issued to shareholders under the Shareholders Purchase Plan.

c) The Director’s Shares will be issued no later than one month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).

d) The Director’s Shares will be issued at an issue price of 1.5 cents per share.

e) The Director’s Shares will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the Company’s existing Shares on issue.

f) The funds raised from the issue of the Director’s Shares will be used as working capital.

Voting exclusion statement

The Company will disregard any votes cast on the Resolution by Mr Xipeng Li and any of his associates. However, the Company need not disregard a vote cast on the Resolution if it is cast by: (a) a person as a proxy for a person who is entitled to vote, if the vote is cast in accordance with the directions on the proxy form; or (b) 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.

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REGISTERED OFFICE:

JATENERGY LIMITED

SUITE 6, LEVEL 4 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 Australia Pty Ltd All Correspondence to: PO BOX 52 Collins Street West VIC 8007 Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 T: 1300 992 916 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.

VOTE Lodge your proxy vote securely at www.securitytransfer.com.au 1. Log into the Investor Centre using your holding details. ONLINE 2. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area. SECTION A: Appointment of Proxy I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

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«ONLINE
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The meeting chairperson OR

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 AEDT on Wednesday 10 January 2018 at Suite 4.06, Level 6, 55 Miller St, Pyrmont NSW 2009 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. Issue of shares to Mr Xipeng Li

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 3 Sole Director & Sole Company Secretary Director Director/Company Secretary

Proxies must be received by Security Transfer Australia Pty Ltd no later than 10:00am AEDT on Monday 8 January 2018.

• JATPX2100118

JATPX2100118 +

2

1

JAT

My/Our contact details in case of enquiries are:

Name:

Number:

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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 Security Transfer Australia Pty Ltd 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.

The proxy form does not need to be returned to the share registry if the votes have been lodged online.

Security Transfer Australia Pty Ltd Online www.securitytransfer.com.au Postal Address PO BOX 52 Collins Street West VIC 8007 Street Address Suite 913, Exchange Tower 530 Little Collins Street Melbourne VIC 3000 Telephone 1300 992 916 Facsimile +61 8 9315 2233 Email registrar@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 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 Australia Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.