MEMPHASYS LIMITED. — Major Shareholding Notification 2015

Feb 15, 2015

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	NUSEP HOLDINGS LIMITED
ACN/ARSN	120 047 556
1. Details of substantial holder(1)
Name ACN/ARSN (if applicable)	CLIFFORD EU
There was a change in the interests of the substantial holder on	23, 12, 14

$08, 01, 13$ The previous notice was given to the company on The previous notice was dated

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now r

Class of securities (4) Previous notice			Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
ORDINARY SHARES	12,022,728	9.7%	22, 115, 031	9.3%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
	$23/12/14$ ALISON CHANG	CONVERSION OF \$387,765		6,011,860	6,011,860
		CONVERTIBLE NOTE
	$22/12/14$ CLIFFORD EU	NEW ISSUE	\$3,438	46,863	46,863

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
	SEE ANNEXURE "A"

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
CHANG SEOW YING ALISON	SPOUSE

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
ANNEXURE "A" SEE

Signature

print name	CLIFFORD EU	capacity
sign here		date $16/2/2015$

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eq. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• Include details of: $(6)$
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any $(a)$ document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to $(b)$ which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, becom'e $(7)$ entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• $(8)$ If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

NUSEP HOLDINGS LIMITED

ACN: 120 047 556

ANNEXURE "A"

4. Present Relevant Interests

Holder of Relevant Interest	Registered Holder of Securities	Person Entitled to be registered as the holder	Nature of Interest	Class	Number of Securities & Votes
Clifford Eu	Eu Yee Fong Clifford	Eu Yee Fong Clifford	Direct	Ordinary	1,719,588
Clifford Eu	Euco Investments Pte Ltd	Euco Investments Pte Ltd	Indirect
Clifford Eu	HSBC Custody Nominees			Ordinary	6,000,000
		HSBC Custody Nominees	Indirect	Ordinary	6,022,728
Clifford Eu	Chang Seow Ying Alison	Chang Seow Ying Alison	Direct	Ordinary	8.372.715

6. Addresses

Name	Address
Eu Yee Fong Clifford	8 Farrer Road #12-03 268820 SINGAPORE
Euco Investments Pte Ltd	1 Marine Parade Central #11-06 Parkway Centre 449408 SINGAPORE
HSBC Custody Nominees	(Australia) Limited GPO Box 5302 SYDNEY NSW 2001
Chang Seow Ying Alison	8 Farrer Road #12-03 268820 SINGAPORE

Callulo 16/2/2015