ORCODA LIMITED — AGM Information 2012

Nov 14, 2012

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15 November 2012

SmartTrans Annual General Meeting

Details of resolutions passed at the company’s AGM and a presentation by Director, Bryan Carr, are attached.

James Laurie Company Secretary SmartTrans

Beijing Melbourne Sydney P erth 6th Floor, West Tower, Level 7 G.05 Suite 3, Level 1 Prosper Center 11 Queens Road 55 Miller St 614 Newcastle Street 5 Guanghua Road MELBOURNE PYRMONT LEEDERVILLE BEIJING CBD, 100022 VIC 3004 NSW 2009 WA 6007 Ph: +86 (010) 8573 1101 Ph: (03) 9866 7333 Ph: (02) 9660 4564 Ph: (08) 9228 1199

SmartTrans

H O L D I N G S L I M I T E D

ACN 009 065 650

Please be advised that the shareholders of SmartTrans Holdings Limited, in the 2012 Annual General Meeting, held on Thursday 15[th] of November 2012, passed the following resolutions:-

1. Resolution 1: Remuneration report:

That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the remuneration report for the year ended 30 June 2012 as set out in the Company’s Directors’ Report for the year ended 30 June 2012 (within the Company’s Annual Report 2012) be adopted.

2. Resolution 2: To re-elect Mr Andrew Forsyth as Director :

To re-elect Mr Andrew Forsyth, who retires by rotation in accordance with the Company's Constitution and ASX Listing Rule 14.4, and who being eligible, offers himself for re-election as a Director of the Company, be re-elected as a Director of the Company.

3. Resolution 3: Ratify the issue of the February Placement Shares:

That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the allotment and issue of 44,176,471 fully paid ordinary shares in the capital of the Company (February Placement Shares) on the terms and conditions set out in the Explanatory Statement.

4. Resolution 4: Ratify the issue of the May Placement Shares:

That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the allotment and issue of 24,545,455 fully paid ordinary shares in the capital of the Company (May Placement Shares) on the terms and conditions set out in the Explanatory Statement.

5. Resolution 5: Ratify the issue of the August Placement Shares:

That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the allotment and issue of 35,714,285 fully paid ordinary shares in the capital of the Company (August Placement Shares) on the terms and conditions set out in the Explanatory Statement.

6. Resolution 6: Ratify the issue of the September Placement Shares:

That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the allotment and issue of 35,714,286 fully paid ordinary shares in the capital of the Company (September Placement Shares) on the terms and conditions set out in the Explanatory Statement.

• 1 -

• Resolution 7: Ratify the issue of the October Placement Shares:

That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies the allotment and issue of 43,000,000 fully paid ordinary shares in the capital of the Company (October Placement Shares) on the terms and conditions set out in the Explanatory Statement.

Summary of Proxy Votes Lodged

Resolution	For	Against	Abstain	Proxy Discretion
1	563,936,295	290,011	677,857	22,213
2	456,309,040	226,334	107,715,539	675,463
3	563,944,542	278,961	27,410	675,463
4	563,904,042	319,461	27,410	675,463
5	563,574,680	648,823	27,410	675,463
6	563,574,680	648,823	27,410	675,463
7	563,581,873	641,630	27,410	675,463

James Laurie Company Secretary

• 2 -

**Shareholder

Update**

**SmartTrans

(ASX:SMA) Annual
General
Mee4ng
2012 15
November
2012**

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**The

market
for
SmartTrans
in
China
-­‐ Mobile
Phone
Apps
and
Consumer
Billing**

SmartTrans
is
posi-oned
to
benefit
from
the
growth
in
one
of
the
largest
and
most
rapidly
growing
industry
sectors
in the
world:
the
provision
of
mobile
applica-ons
and
billing
systems
for
smartphone
and
internet
users
in
China.

SmartTrans
has
the
following
agreements
and
technology
in
place
in
China:

• Ø Internet
  and
  mobile
  phone
  billing
  with
  China
  Mobile
  (CMPay)

• Ø Direct-­‐to-­‐phone
  billing
  via
  China
  Mobile
  (UMPay)

• Ø Internet
  and
  mobile
  phone
  billing
  with
  UnionPay

• Ø Internet
  and
  mobile
  phone
  billing
  with
  Alipay

In
China,
SmartTrans
provides
internet
and
mobile
payment
systems
and
distributes
mobile
applica-ons
soHware,

where,
according
to
government
reports,
390
million
users
access
the
internet
from
their
mobile
device.
China
is
the

world’s
biggest
mobile
market.

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**SmartTrans

LoJery
Solu4ons**

In
rela-on
to
loNeries,
SmartTrans
has
the
following
agreements
in
place
in
China:

• Ø Rights
  to
  provide
  Internet
  LoNery
  and
  Sports
  BeRng

Ø Rights
to
provide
Mobile
LoNery
and
Sports
BeRng

SmartTrans
receives
between
5%-­‐7%
of
wagered
revenues.

The
Welfare
LoNery
and
Sports
LoNery,
which
are
operated
by
the
government,
are
the
only
forms
of
legal
gambling
in
the
People’s Republic
of
China
(PRC).
(Source hNp://www.sport.gov.cn/n16/n33193/n33223/n35724/n2348514/1114421.html)

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**China

Telecommunica4ons
&
Industry
Overview**

• Ø China
  has
  over
  1
  billion
  mobile
  telephone
  customers.

• Ø China’s
  telecommunica-ons
  market
  generated
  around
  US$160
  billion
  in

• Ø Value
  added
  services
  comprised
  over
  25%
  of
  total
  industry
  revenue.

• Ø China’s aspirational middle class is the largest and fastest growing middle class demographic in the

• world with rapidly increasing smartphone usage and e-commerce.

• Ø China has undergone a mobile revolution in recent years, driven by a shift in e-commence under which end users are seeking instant gratification through a broader range of purchasing options such as mobile purchasing.

Ø China
already
has
the
largest
number
of
Internet
users
overall
with
538
million
–
only
40%
of
the total
popula-on
(this
compares
with
78%
in
the
U.S)
and
this
presents
a
great
opportunity
for further
growth
in
e-­‐commerce.

Above
informa-on
sourced
from
www.budde.com.au/Research/China-­‐Telecoms-­‐Mobile-­‐Broadband-­‐and-­‐Forecasts.html?r=51

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**Web

Site
Assets www.mylife365.cn**

SmartTrans
MyLife365
portal
is
an
integrated
system
of
mobile
applica-ons
and content
billed
directly
to
the
phone
bill
of
China
Mobile
Customers
(Customer
Base 698
million).

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Copyright SmartTrans 2011

**Web

Site
Assets www.mylifeonline.cn**

SmartTrans
MyLifeOnline
portal
is
an
integrated
system
of
mobile
applica-ons
and content
which
consumers
can
purchase
via
CMPay,
UnionPay
or
AliPay
and
download

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**SmartTrans

Payment
Portal
in
China**

SmartTrans,
through
its
billing
agreements,
is
able
to
collect
payments
in
China
and
collect
a
fee
for
each payment
made
to
third
par-es.

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

SmartTrans Payment API
¥
¥
¥
¥
¥
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SmartTrans
has
been
appointed
as
a
supplier
for
Double
Eagle's
project
for
delivery
of
its
key
e-­‐shopping payment
card
in
associa-on
with
China
Merchants
Bank
(www.cmbchina.com),
for
which
SmartTrans will
supply
a
number
of
services
including
its
on-­‐line
and
mobile
billing
systems,
and
its
mobile
and internet
soHware
and
will
receive
a
royalty
based
upon
total
transac-on
revenue
received
by
Double Eagle
from
the
project.

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**SmartTrans

Market
in
China**

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China Mobile CMPay Agreement Executed

698 million Subscribers AliPay Agreement Executed 550 million Subscribers China UnionPay Agreement Executed

All Bank Account and Credit Card Holders in China

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Source: www.chinamobileltd.com

**MyLife

in
China**

SmartTrans
completed
successful
trialling
of
its
systems
in
September
and
following
these
trials
is seeking
appropriate
approvals
to
ramp
up
its
programmes.
SmartTrans
has
not
yet
received
these approvals
and
is
doing
all
that
it
can
to
expedite
a
decision.

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

MyLife Sales Revenue - 6 Day Campaign
CNY 60,000
CNY 50,000
CNY 40,000
CNY 30,000
CNY 20,000
CNY 10,000
CNY 0
Day 1 Day 2 Day 3 Day 4 Day 5 Day 6
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Whilst
delays
have
been
experienced
by
SmartTrans,
SmartTrans
has
managed
to
grow
its
revenue
in China
in
October
to
AUD70,000.

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**EventTrack

for
FIFA
World
Cup**

The
SmartTrans
EventTrack[®
] system,
as
used
at
major
events,
is
the
world’s
only
system specifically
designed
to
manage
the
unique
and
challenging
requirements
of
a
large
influx of
visitors
at
major
events
such
as
the
Olympics
and
World
Cups
and
enhances
the
visitors experience.

SmartTrans’
proven
technology
has
been
proposed
for
delivery
to
na-onal
and interna-onal
visitors’
mobile
telephones,
to
enhance
their
experience
in
Brazil
and
make
it easier
for
them
to
travel
around
the
country
and
experience
all
that
Brazil
offers.

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SmartTrans
mobile
telephone
based
EventTrack
soHware
meets
the
needs
of
a
wide audience
providing
useful
func-onality
delivered
directly
to
their
phone.

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**EventTrack

for
FIFA
World
Cup**

SmartTrans has received formal notification from the Government of Brazil that it has been selected to participate in the “Official Program of the Federal Government” for the FIFA 2014 World Cup

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