ORCODA LIMITED - Capital/Financing Update 2015

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Prospectus

SmartTrans Holdings Limited ACN 009 065 650

A non-renounceable rights issue to Eligible Shareholders of 1 New Share for every 7 Shares held at an issue price of $0.02 per New Share to raise approximately $5,509,095 with 1 attaching New Option for every 2 New Shares allotted. Each New Option is exercisable at $0.035 per share and expires 24 months after issue.

The Offer is underwritten by Triple C Consulting Pty Ltd

Your Entitlement and Acceptance Form must be received by the Share Registry with your payment no later than 5.00pm (Perth time) on the Closing Date. Please refer to the timetable set out in this Prospectus for the Important Dates.

If you are in any doubt as to the contents of this document, you should consult your stockbroker, solicitor, banker, financial advisor or accountant as soon as possible. The securities offered by this Prospectus are considered to be speculative.

This document is important and it should be read in its entirety

1.	Investment summary ................................................................................................................... 6
2.	Details of the Offer .................................................................................................................... 12
3.	How to apply ............................................................................................................................. 16
4.	Company Information ................................................................................................................ 20
5.	Effect of the Offer on the Company .......................................................................................... 23
6.	Risk factors ............................................................................................................................... 27
7.	Additional information ............................................................................................................... 33
8.	Definitions and glossary ............................................................................................................ 46

Important information

Offer statistics

Number of New Shares to be issued: ................................................................................................... 275,454,757 Number of attaching New Options to be issued: .................................................................................... 137,727,379 Issue Price: ....................................................................................................................................................... $0.02

*Excludes any New Shares and New Options which may be issued in the event that any Existing Options are exercised prior to the Record Date; and is subject to rounding.

Key dates for investors

Record Date for determining entitlements under the Issue: ................................................................... 21 May 2015 Offer opens: ........................................................................................................................................... 26 May 2015 Offer expected to close: ........................................................................................................................ 16 June 2015 Commencement of trading of New Shares on ASX: ............................................................................. 24 June 2015 Expected date for despatch of New Shareholding statements: ............................................................ 24 June 2015

Further details regarding the timetable for the Offer are set out in section 2.2. All dates are subject to change and accordingly are indicative only. In particular, the Company has the right to vary the dates of the Offer, without prior notice. Investors are encouraged to submit their Entitlement and Acceptance Forms as soon as possible after the Offer opens.

Important notice

This Prospectus is dated 15 May 2015 and was lodged with the ASIC on the same date. Neither the ASIC nor the ASX takes any responsibility as to the contents of this Prospectus. No securities will be issued on the basis of this Prospectus any later than 13 months after the date of issue of this Prospectus.

This Prospectus contains an offer to Eligible Shareholders of continuously quoted securities (as defined in the Corporations Act ) and has been prepared in accordance with section 713 of the Corporations Act .

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

The information provided in this Prospectus is not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. If you have any questions you should seek professional advice before deciding to invest. An investment in New Shares and New Options that are offered under this Prospectus should be considered speculative.

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Foreign shareholders

This document does not constitute an offer of New Securities in any jurisdiction in which it would be unlawful. New Securities may not be offered or sold in any country outside Australia except to the extent permitted below.

The Company has decided that it is unreasonable to make offers under the Prospectus to Shareholders with registered addresses outside of Australia, New Zealand, Hong Kong and the Philippines having regard to the number of Shareholders in those places, the number and value of the New Securities they would be offered and the cost of complying with the legal and regulatory requirements in those places. Accordingly, the Offer is not being extended to, and does not qualify for distribution or sale by, and no New Securities will be issued to Shareholders having registered addresses outside of Australia, New Zealand, Hong Kong and the Philippines.

The Company has not made any investigation as to the regulatory requirements that may prevail in the countries, outside of Australia, New Zealand, Hong Kong and the Philippines, in which the Company’s Shareholders may reside. It is the responsibility of overseas Applicants to ensure compliance with all laws of any country relevant to their Acceptance. The Offer may only be accepted by Eligible Shareholders and does not constitute an offer in any place in which or to any person to whom, it would be unlawful to make such an offer.

The distribution of this Prospectus in jurisdictions outside of Australia, New Zealand, Hong Kong and the Philippines may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe those restrictions. Any failure to comply with restrictions might constitute a violation of applicable securities laws.

See section 2.10 for further information on Offer restrictions with respect to shareholders who do not have registered addresses in Australia.

New Zealand

The New Securities are not being offered to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand) .

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (New Zealand) . This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

Hong Kong

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

Philippines

THE SECURITIES BEING OFFERED OR SOLD HAVE NOT BEEN REGISTERED WITH THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION ("SEC") UNDER THE PHILIPPINE SECURITIES REGULATION CODE (THE "CODE"). ANY FUTURE OFFER OR SALE THEREOF IS SUBJECT TO REGISTRATION REQUIREMENTS UNDER THE CODE UNLESS SUCH OFFER OR SALE QUALIFIES AS AN EXEMPT TRANSACTION.

The New Shares are being offered or sold to existing shareholders of the Company in an exempt transaction under Section 10.1(e) of the Code. The Company has not sought confirmation, and the SEC has not confirmed, whether the Offer qualifies as an exempt transaction under the Code.

United States

This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

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How to accept Entitlement to New Securities

Entitlements to New Securities can be accepted in full or in part or in excess of your Entitlement by completing and returning the Entitlement and Acceptance Form which is accompanying this Prospectus or making payment of Acceptance Money by BPAY® in accordance with the instructions set out in this Prospectus and on the Entitlement and Acceptance Form.

This Prospectus is available in electronic form on the internet at www.smarttrans.com.au. If you wish to obtain a free copy of this Prospectus, please contact the Company on +61 3 9866 7333.

Enquiries

If you are an Eligible Shareholder and have any questions in relation to the Offer, please contact your stockbroker or professional adviser. If you have questions in relation to the Shares upon which your Entitlement has been calculated, or how to complete the Entitlement and Acceptance Form, take up your Entitlement or apply for Additional Securities, please call the Share Registry on:

1300 850 505 for callers within Australia; or
+61 3 9415 4000 for overseas callers.

Deciding to accept the Offer

No person named in this Prospectus, nor any other person, guarantees the performance of SmartTrans, the repayment of capital or the payment of a return on the New Securities.

Please read this Prospectus carefully before you make a decision to invest. An investment in the Company has a number of specific risks which you should consider before making a decision to invest. Some of these risks are summarised in section 1.5 of this Prospectus and set out in more detail in section 6 of this Prospectus. This Prospectus is an important document and you should read it in full before deciding whether to invest pursuant to the Offer. You should also have regard to other publicly available information about the Company, including ASX announcements, which can be found at the Company’s website: www.smarttrans.com.au.

Terms used

A number of terms and abbreviations used in this Prospectus have defined meanings, which are explained in the definitions and glossary in section 8.

Money as expressed in this Prospectus is in Australian dollars unless otherwise indicated.

Forward looking statements

Some of the information contained in this Prospectus constitutes forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements include those containing such words as ‘anticipate’, ‘estimate’, ‘should’, ‘will’, ‘expects’, ‘plans’ or similar expressions. These statements discuss future objectives or expectations concerning results of operations or financial conditions or provide other forward-looking information. The Company’s actual results, performance or achievements could be significantly different from the results or objectives expressed in, or implied by, those forward-looking statements. This Prospectus details some important factors that could cause the Company’s actual results to differ from the forward-looking statements made in this Prospectus.

No representations

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation in connection with the Offer not contained in this Prospectus may not be relied on as having been authorised by the Company or its officers. This Prospectus does not provide investment advice or advice on the taxation consequences of accepting the Offer. The Offer and the information in this Prospectus, do not take into account your investment objectives, financial situation and particular needs (including financial and tax issues) as an investor.

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Chairman’s letter

15 May 2015

Dear Shareholders,

It is my pleasure to introduce this Prospectus and invite you to take up your Entitlement of New Securities in SmartTrans Holdings Limited ( Offer ).

As announced on 12 May 2015 the Directors wish to provide the opportunity for Eligible Shareholders to invest in New Shares together with attaching New Options under the Offer. The Offer is a nonrenounceable rights issue of 1 New Share for every 7 Shares held at an issue price of $0.02 per New Share, to raise approximately $5,509,095 (before Offer costs). For every 2 New Shares issued the applicant will also receive 1 attaching New Option exercisable at $0.035 per Share and expiring 24 months after their issue.

The issue price represents a 26% discount to the closing price of a Share trading on ASX on 14 May 2015.

It is proposed that the funds raised from the Offer will be applied to increase marketing of the Company’s products and services and fast track growth by capitalising on a number of key opportunities in its growing China business, the costs of the Offer and to provide working capital.

Those Directors who have a direct or controlling interest in Shares intend to take up entitlements to New Securities.

A personalised Entitlement and Acceptance Form is attached to this Prospectus and sets out the number of New Securities you are entitled to subscribe for as an Eligible Shareholder ( Entitlement ). Entitlements to New Securities can be accepted in full or in part or in excess of your Entitlement by completing and returning the Entitlement and Acceptance Form which accompanies this Prospectus or making payment of Acceptance Money by BPAY in accordance with the instructions set out below and on the Entitlement and Acceptance Form. Eligible Shareholders can also apply for Additional Securities in excess of their Entitlement, subject to the discretion of the Board with regards to the scale back and allocation of New Securities applied for in excess of Entitlements. Subscription money for the New Securities must be received by the Company at its Share Registry by the Closing Date. Further details are set out in Section 1.9.

Please refer to the timetable for the important dates of the Offer.

The Offer is non-renounceable and therefore your Entitlements will not be tradeable on the ASX or otherwise transferable.

Triple C Consulting Pty Ltd is the Lead Manager of the Offer and has fully underwritten the Offer. The Company will work with the Underwriter to place any shortfall of New Securities not subscribed to by Eligible Shareholders to new investors.

On behalf of the Directors, I thank you for your continued support and I invite you to consider this investment opportunity.

Yours sincerely,

Dr Geoffrey W Raby Chairman SmartTrans Holdings Limited

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1. Investment summary

The information set out in this section is not intended to be comprehensive and should be read in conjunction with the full text of this Prospectus.

1.1 The Offer

This Prospectus is for the non-renounceable rights issue of approximately 275,454,757 New Shares at an issue price of $0.02 per New Share, on the basis of 1 New Share for every 7 Shares held by Eligible Shareholders as at the Record Date with the issue of 1 attaching New Option for every 2 New Share allotted. Each New Option is exercisable at $0.035 per share and expires on the date which is 24 months after their issue.

The Offer is an offer to Eligible Shareholders only.

The Offer is fully underwritten by Triple C Consulting Pty Ltd.

On the same date as announcing the Offer, the Company applied to the ASX for the New Shares to be granted Official Quotation on the ASX. Official Quotation of the New Shares is expected to occur on or about 24 June 2015.

The Directors may at any time decide to withdraw this Prospectus and the offer of New Securities made under this Prospectus, in which case the Company will return all applications moneys (without interest) within 28 days of giving notice of such withdrawal.

1.2 Minimum subscription

There is no minimum subscription to the Issue. The Offer is fully underwritten.

1.3 Purpose of the Offer

The Directors intend to apply the proceeds from the Offer for the purposes of:

(a) increasing marketing of the Company’s products and services to fast track growth;
(b) the costs of the Offer; and
(c) working capital.

As announced on 12 May 2015, the Company secured a convertible loan of $500,000 (see Section 4.2(b)(2) for further details). The convertible loan provides interim funding pending completion of the Offer, with the funds raised by the convertible loan to be applied toward the Company’s marketing and sales expenditure in China. The Company intends to utilise part of the funds raised by the Offer to repay the convertible loan.

The proceeds from the Offer are proposed to be allocated in the following manner over the period of 18 to 24 months post completion of the Offer:

Proposed use of funds
Marketing and Sales Expenditure in China*	$2,400,000
Marketing and Sales Expenditure in Australia and ongoing product development	$960,000
Estimated costs of the Issue (including legal fees, Underwriter’s fees,Share Registryfees,ASX fees and other miscellaneous	$430,000

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costs associated with the Offer)**
Working capital	$1,719,095
Total (maximum raising)	$5,509,095

* Includes expenditure currently being financed by the convertible loan, which the Company intends to repay out of the proceeds of the Offer.

** Assumes that the Offer is fully subscribed, and does not take account of brokerage (if any) discussed at section 3.1.

China

The Company plans to apply a portion of the funds raised to fast track the growth and development of its SmartPay billing and payments platform in China. The funds are expected to provide SmartTrans with the financial flexibility to continue to increase revenues and appropriately resource both its mobile payment and logistics software business operations from FY2016 and beyond.

Funds will be applied to grow the Company’s existing subscription billing customer database by marketing the Company’s products across a variety of channels and to increase uptake and penetration of its SmartPay platform. The Company’s business plan is presently delivering growing numbers of customers using SmartPay with ongoing month-on-month growth in billing. The Company will be able to fully leverage the arrangements it has put in place with State Owned Enterprises (SOEs) CITS and Ta Kung Pao, and continue to work with China Mobile, China Telecom, and other billing partners to expand the roll out of its Direct Carrier Billing model into more provinces in China and to continue to add to the range of products and services it bills for.

The funding will allow the Company to fully capitalise on its established and operating billing platforms and achieve sufficient scale in its operations to service its growing customer base across a diverse range of products and services in a growing number of provinces.

The Company will apply funds to the enhancement and expansion of its system to support key product relationships with substantial SOEs such as CITS and Ta Kung Pao and look to use this as the foundation and take its operating business to the next level of growth by exploiting additional opportunities for its SmartPay platform in China and other Asian markets presently under consideration.

The Company will also look to realise opportunities for its logistics business in China, leveraging its well-established presence and in-country experience.

Australia

In Australia, SmartTrans has embarked on a program focussed on achieving sales and revenue growth for its logistics software products. This involves increased expenditure by applying a portion of the funds raised on sales resources and marketing initiatives and a focus on expanding the usage of its products with existing customers.

The Company will also apply a portion of the funds raised to the ongoing development and enhancement of its products and the porting of its software into new operating environments.

However, in the event that circumstances change or other better opportunities arise the Directors reserve the right to vary the proposed uses to maximise the benefit to Shareholders.

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1.4 Investment highlights

SmartTrans reported revenue for the quarter ended 31 March 2015 of $931,000 which represents growth of 24% on the previous corresponding period of $748,000, and brings year to date earnings to $2,890,000, up 67% on the same period last year.

SmartTrans is encouraged that this revenue growth is primarily due to the rapid uptake and expansion of its SmartPay payments platform in China, which has been a key focus for the Company in financial year 2015.

The SmartPay platform, which had its tenth consecutive month of revenue growth in April, achieved revenue of $1,807,000 in just five months, representing an almost 100% increase in revenue booked by SmartTrans in China for the entire 2014 financial year ($927,989).

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Figure
1
–
Revenue
from
SmartTrans’
operations
in
China
to
the
end
of
April
2015

The graph in Figure 1 (above) illustrates the significant and ongoing month-on-month revenue growth that the SmartPay platform in China continues to deliver for the Company, reflecting its increasing attraction to third parties and growing use by consumers across numerous channels.

The Company continues to seek opportunities to develop and progress its suite of products. As announced on 24 March 2015, the Company is continuing negotiations to expand use of the Direct Carrier billing model with China Mobile into more major provinces. The Company continues work to identify and contract with content providers who wish to sell their products in those provinces and will make further announcements as and when additional arrangements can be agreed.

The Company has reached a commercial agreement for China Telecom to promote and distribute SmartTrans’ financial news and information product to its subscribers through a new platform called ‘Love Finance’ (refer to announcement on 21 April 2015) and continues to work with China Telecom and Chinese newspaper Ta Kung Poa with a view to developing product for launch.

As noted in the Company’s quarterly report for the period ended 31 March 2015, the Company continues to work with prospects in China for SmartTrans’ logistics products, so as to unlock the maximum potential value of its proprietary technology and the Company’s strong and established position in China.

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The Company also continues to work on the CITS travel app project.

The Company’s logistics software and services operation in Australia is not yet profitable but is progressing satisfactorily. With the growth in the supply chain and logistics industry caused by the growing popularity of online shopping, SmartTrans continues to seek opportunities to expand its presence in Australia.

1.5 Risk factors

Investing in the Company involves risk. There are factors, both specific to the Company and of a general nature, which may affect the future operating and financial performance of the Company. Some of these factors can be mitigated by appropriate commercial action. However, many are outside the control of the Company, dependent on the policies adopted and approaches taken by regulatory authorities, or cannot otherwise be mitigated. If you are unsure about subscribing for New Securities, you should first seek advice from your stockbroker, accountant, financial or other professional adviser.

Some of the key risks relevant to the Company and its operations include:

(a) Future Profitability;
(b) Dependence on Key Personnel;
(c) Retention of key business relationships;
(d) Funding risk;
(e) Insurance risks;
(f) Influence of large shareholders;
(g) Establishment of protection of intellectual property rights;
(h) Reduction in demand;
(i) Pressure on gross margins;
(j) Increased credit risk;
(k) Dependence on key information systems;
(l) Changes in government policies in Australia and China;
(m) Economic considerations;
(n) Political and social considerations;
(o) Devaluation or appreciation in the value of the Yuan or restrictions on convertibility of the Yuan; and
(p) Repatriation of funds from China.

Further details regarding risks which may affect the Company in the future are set out in section 6.

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The New Securities offered under this Prospectus carry no guarantee of profitability, dividends, return of capital or the price at which they may trade on ASX. The past performance of the Company should not necessarily be considered a guide to their future performance.

1.6 New Share terms

Upon issue, each New Share will rank equally with all existing Shares then on issue. A summary of the rights attaching to the New Shares is set out in section 7.3.

1.7 New Option terms

A summary of the rights attaching to the New Options is set out in section 7.4.

1.8 Acceptance of Entitlement to New Securities

The number of New Securities to which an Eligible Shareholder is entitled and the total amount an Eligible Shareholder would have to pay if they choose to take up all of their rights to subscribe for New Securities is shown on the Entitlement and Acceptance Form accompanying this Prospectus. This Prospectus is for the information of Eligible Shareholders who are entitled and may wish to apply for the New Securities. Fractional entitlements will be rounded up to the nearest whole number.

Entitlements to New Securities can be accepted in full or in part or in excess of your Entitlement by completing and returning the Entitlement and Acceptance Form which accompanies this Prospectus or making payment of Acceptance Money by BPAY in accordance with the instructions set out below and on the Entitlement and Acceptance Form. Acceptance Money should be rounded up to the nearest cent.

Subscription moneys for the New Securities must be received by the Company at its Share Registry by the Closing Date. Please refer to the timetable for the important dates of the Offer.

1.9 Applying for Additional Securities

Entitlements not taken up may become available to other Eligible Shareholders. Eligible Shareholders may, in addition to their Entitlements, apply for New Securities, over and above their Entitlement at the Offer Price ( Additional Securities ) regardless of the size of their present holding.

It is an express term of the Offer that applicants for Additional Securities will be bound to accept a lesser number of Additional Securities allocated to them than applied for. If a lesser number is allocated to them, excess Application Money will be refunded without interest. The Company reserves the right to scale back any applications for Additional Securities in their absolute discretion.

The Company will not allocate or issue Additional Securities where it is aware that to do so would result in a breach of the Corporations Act, the Listing Rules or any other relevant legislation or law. Eligible Shareholders wishing to apply for Additional Securities must consider whether or not the issue of the Additional New Securities applied for would breach the Corporations Act or the Listing Rules having regard to their own circumstances.

The Directors also reserve the right to issue any New Securities not allocated under the Offer within 3 months following the Closing Date at a price not less than the Offer Price.

1.10 Directors intentions in respect of Entitlements

As at the date of this Prospectus, some of the Directors of SmartTrans have either a direct or indirect interest in Shares. Set out below is a table summarising the Entitlement of each Director. To the extent Directors have a direct interest in Shares, or control the Shares in

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which they have an indirect interest, they intend to take up their full Entitlement to New Securities in respect of those Shares, save for Mr Carr who will take up his full direct Entitlement and part of his Entitlement arising from Shares he holds via an indirect interest which he controls. Details of each Directors direct and indirect holding and whether they control the indirect holding is set out in section 7.6).

Director	Shares	New Share Entitlement	New Option Entitlement
Dr Geoffrey W Raby	10,000,000	1,428,571	714,285
Andrew D Forsyth	35,816,823	5,116,689	2,558,344
Bryan E Carr	57,784,505	8,254,929	4,127,464
Ian R Hawkins	5,032,349	718,907	359,453
Yui Tang	-	-	-
Gregory L Simpson	10,024,858	1,432,122	716,061

1.11 Lead Manager and Underwriter

Triple C Consulting Pty Ltd has been appointed as the lead manager and underwriter to the Offer. Further details of the terms of appointment as lead manager and the terms of appointment as underwriter are set out in section 7.11.

1.12 Shortfall and dilution of Shareholder’s interests

The Offer is fully underwritten and Eligible Shareholders can apply for Additional Securities in addition to their Entitlement by completing their Entitlement and Acceptance Form.

If required, the Company intends to actively work with the underwriter during, and after, the Offer in order to secure commitments to place, and subsequently to place, any Shortfall of New Securities not subscribed for by Eligible Shareholders or the Underwriter.

Shareholders should be aware that to the extent that they do not accept their Entitlements in full, a Shortfall will arise and all or part of any Shortfall may be placed by the Company, in consultation with the Underwriter, to other parties in which case their interest in the Company may be significantly diluted (see section 5.2 for further details). Further the Offer is not being extended to Shareholders with registered addresses outside of Australia, New Zealand, Hong Kong and the Philippines and the holdings of those Shareholders in the Company will be diluted by the Offer. Given the terms of the Offer, the interests of a Shareholder in the Company may be diluted by up to 12.5% in the event that they are not eligible to participate or elect not to accept their Entitlement in full if the Offer is fully subscribed or alternatively, any Shortfall is fully placed.

Acceptance of Entitlements or the placement of any Shortfall may also result in existing Shareholders or new investors significantly increasing their interest in the Company or obtaining a substantial interest in the Company. However, the Shortfall will only be placed to the extent that such placement is in compliance with the takeover provisions of the Corporations Act , which restrict a person and their associates from having a relevant interest in the Company of not more than 20.0%, subject to a number of exemptions.

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2. Details of the Offer

2.1 Offer to Eligible Shareholders

The Directors of SmartTrans have approved a non-renounceable rights issue of approximately 275,454,757 New Shares at $0.02 per New Share to raise approximately $5,509,095. Eligible Shareholders of SmartTrans are entitled to subscribe for 1 New Share for every 7 Shares held The Company will also issue approximately 137,727,278 New Options to Shareholders, on the basis of one attaching New Option for every two New Shares allotted. Only those Shareholders shown on the Share Register at 7.00pm (Perth time) on the Record Date with a registered address in Australia, New Zealand, Hong Kong or the Philippines will be entitled to participate in the Offer.

There are currently 23,000,000 Existing Options on issue in the Company. If any of the Existing Options are exercised prior to the Record Date, additional New Securities will be offered under this Prospectus. If all Existing Options on issue at the date of this Prospectus were exercised prior to the Record Date, the Company's issued shares would increase by 23,000,000 Shares, resulting in a further 3,285,715 New Shares and 1,642,858 New Options being offered pursuant to this Prospectus.

SmartTrans has applied to the ASX for the New Shares to be granted Official Quotation on the ASX. Official quotation of the New Shares is expected to occur on or about 24 June 2015. ASX Participating Organisations (as defined in the ASX Business Rules) cannot deal in the New Shares either as principal or agent until official quotation is granted.

2.2 Important dates

Announcement of Issue	12 May 2015
Lodgement of Prospectus with ASIC and ASX	15 May 2015
Notice to Option Holders	15 May 2015
Notice to security holders containing Appendix 3B information	18 May 2015
Shares commence trading on an ex rights basis	19 May 2015
Record Date for the Offer	21 May 2015
Prospectus and Entitlement and Acceptance Form despatched to Shareholders	26 May 2015
Opening Date of Offer (9am Perth time)	26 May 2015
Closing Date of Offer (5pm Perth time)	16 June 2015
Advise ASX of any shortfall	19 June 2015
Expected date of issue of New Securities	23 June 2015
Commencement of trading of New Shares on ASX	24 June 2015
Expected date of despatch of holding statements for New Securities	24 June 2015

The dates set out in this table are subject to change and are indicative only. The Company, in consultation with the Underwriter, reserves the right to alter this timetable at any time.

The Directors, subject to the requirements of the Listing Rules and the Corporations Act , reserve the right to:

(a) withdraw the Offer without prior notice; or

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(b) vary any of the important dates set out in this Offer, including extending the Offer.

2.3 Allotment and allocation policy

The Company will proceed to allocate New Securities as soon as possible after the Closing Date and receiving ASX permission for official quotation of the New Shares.

In the case that there is less than full subscription by Shareholders of their Entitlements under this Prospectus, the Directors in consultation with the underwriter, reserve the right, as contemplated within the ASX Listing Rules to issue any Shortfall at their discretion (see section 5.2). Any Shortfall will be issued within three months after the Closing Date at an issue price being not less than the Offer Price.

Successful Applicants will be notified in writing of the number of New Securities allocated to them as soon as possible following the allocation being made.

It is the responsibility of Applicants to confirm the number of New Securities allocated to them prior to trading in New Securities. Applicants who sell New Securities before they receive notice of the number of New Securities allocated to them do so at their own risk. No New Securities will be allotted or issued on the basis of this Prospectus later than 13 months after the date of issue of this Prospectus.

2.4 ASX listing

On the same date as announcing the Offer, the Company applied to the ASX for the New Shares to be issued pursuant to this Prospectus to be listed for official quotation by the ASX. If granted, quotation of the New Shares will commence as soon as practicable after allotment of the New Securities to Applicants. It is the responsibility of the Applicants to determine their allocation of New Shares prior to trading.

Should the New Shares not be granted official quotation on the ASX within three months after the date of this Prospectus, none of the New Securities offered under this Prospectus will be issued and all Acceptance Money will be refunded without interest to Applicants within the time prescribed by the Corporations Act .

2.5 CHESS

The Company will apply to ASX Settlement for the New Shares to participate in the Securities Clearing House Electronic Subregister System known as CHESS.

The Company will not issue certificates to Shareholders with respect to the New Shares. After allotment of the New Securities, those who are issuer sponsored holders will receive an issuer sponsored statement and those who are CHESS holders will receive an allotment advice.

The CHESS statements, which are similar in style to bank account statements, will set out the number of New Shares allotted to each successful applicant pursuant to this Prospectus. The statement will also advise holders of their holder identification number. Further statements will be provided to holders which reflect any changes in their holding in the Company during a particular month.

2.6 No rights trading

Entitlements to New Securities pursuant to the Offer are non-renounceable and accordingly will not be traded on the ASX.

2.7 Minimum subscription

There is no minimum subscription to the Offer.

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2.8 Lead Manager and Underwriter

Triple C Consulting Pty Ltd has been appointed the lead manager and underwriter to the Offer. Further details of the appointment as lead manager and underwriter are set out in section 7.11.

2.9 Option Holders

Option Holders will not be entitled to participate in the Offer unless they:

(a) have become entitled to exercise their Existing Options under the terms of their issue and do so prior to the Record Date; and
(b) participate in the Offer as a result of being an Eligible Shareholder at 7.00pm (Perth time) on the Record Date.

If all holders of Existing Options elect to exercise their Options prior to the Record Date, and are eligible to participate in the Offer, a further 3,285,715 (approximately) New Shares and 1,642,858 approximately) New Options may be issued under this Prospectus. Details of the Existing Options are set out in section 5.2. However, having regard to the exercise price of the Existing Options and the Offer Price, the Directors believe that it is unlikely that more than 13,000,000 Existing Options will be exercised prior to the Record Date.

2.10 Overseas shareholders

The Company has not made investigations as to the regulatory requirements that may prevail in the countries outside of Australia, New Zealand, Hong Kong and the Philippines in which the Company’s Shareholders reside.

This Prospectus and accompanying forms do not, and are not intended to, constitute an offer of New Securities in any place outside of Australia, New Zealand, Hong Kong and the Philippines in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Offer or that Form.

The distribution of this Prospectus in places outside of Australia, New Zealand, Hong Kong and the Philippines may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe those restrictions. Any failure to comply with those restrictions may violate applicable securities laws.

The Company has decided that it is unreasonable to make offers under this Prospectus to Shareholders with registered addresses outside of Australia, New Zealand, Hong Kong or the Philippines ( Ineligible Shareholders ) having regard to the number of Shareholders in those places, the number and value of the New Securities they would be offered and the legal and regulatory requirements in those places and costs of complying with those requirements. Accordingly, the Offer is not being extended to, and does not qualify for distribution or sale by Ineligible Shareholders and no New Securities will be issued to Ineligible Shareholders.

In particular this Offer is not made in the United States or to persons (including nominees or custodians) acting for the account or benefit of a person in the United States, or to any person who is ineligible under applicable securities laws in any country to receive an offer under the Prospectus without any requirement for a prospectus to be lodged or registered.

New Zealand

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Hong Kong

Philippines

2.11 Notice to nominees and custodians

Nominees and custodians may not distribute any part of this document in the United States or in any other country outside of Australia, New Zealand, Hong Kong or the Philippines, except to beneficial Shareholders in another country (other than the United States) where the Company may determine it is lawful and practical to make the Offer. Any person in the United States with a holding through a nominee may not participate in the Offer.

2.12 Electronic prospectus

An electronic version of this Prospectus is available on the Internet at www.smarttrans.com.au.

The Entitlement and Acceptance Form may only be distributed together with a complete and unaltered copy of the Prospectus. The Company will not accept a completed Entitlement and Acceptance Form if it has reason to believe that the investor has not received a complete paper copy or electronic copy of the Prospectus or if it has reason to believe that the Entitlement and Acceptance Form or electronic copy of the Prospectus has been altered or tampered with in any way.

While the Company believes that it is extremely unlikely that in the Offer period the electronic version of the Prospectus will be tampered with or altered in any way, the Company cannot give any absolute assurance that it will not be the case. Any investor in doubt concerning the validity or integrity of an electronic copy of the Prospectus should immediately request a paper copy of the Prospectus directly from the Company, the Share Registry or a financial adviser.

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3. How to apply

3.1 How to accept your entitlement

Eligible Shareholders may accept their Entitlement either in whole or in part or in excess of their Entitlement. The number of New Securities which Eligible Shareholders are entitled to is shown on the Entitlement and Acceptance Form which accompanies this Prospectus.

Eligible Shareholders may participate in the Offer as follows:

Take up your Entitlement in full

If you are an Eligible Shareholder and wish to take up all of your Entitlement, please:

(a) complete the Entitlement and Acceptance Form, which accompanies this Prospectus, in accordance with the instructions set out on the form; and
(b) forward your completed Entitlement and Acceptance Form, together with your cheque or bank draft for the amount shown on your Entitlement and Acceptance Form, in the reply paid envelope,

so that it is received by the Company’s Share Registry by no later than 5.00pm (Perth time) on the Closing Date or such later date as the Directors determine.

Cheques and bank drafts, in Australian currency should be made payable to SmartTrans Holdings Limited and crossed “not negotiable”.

You should ensure that sufficient funds are held in the relevant accounts to cover the Acceptance Money. If the amount of your cheque for Acceptance Money is insufficient to pay in full for the number of whole New Securities you have applied for in your Entitlement and Acceptance Form, you will be taken to have applied for such lower number of New Securities as your cleared Acceptance Money will pay for (and to have that number of New Securities on your Entitlement and Acceptance Form). Alternatively, your Application will be rejected. If your cheque does not clear due to insufficient funds in your account, your Application will be rejected.

If you intend to pay for the New Securities by BPAY, there is no need to return the Entitlement and Acceptance Form (but you must ensure that your payment is received by no later than 5.00pm (Perth time) on the Closing Date or such later date as the Directors determine, keeping in mind that payments made by BPAY may take one or more Business Days to clear. Please refer to the information below regarding payment by BPAY.

Take up some of your Entitlement

If you are an Eligible Shareholder and wish to take up only some of your Entitlement, please:

(a) complete the Entitlement and Acceptance Form, which accompanies this Prospectus, by inserting the number of New Securities for which you wish to accept the Offer under this Prospectus (being less than your Entitlement as specified on the Entitlement and Acceptance Form); and
(b) forward the completed Entitlement and Acceptance Form together with your cheque or bank draft for the total amount payable,

so that it is received by the Company’s Share Registry by no later than 5.00pm (Perth time) on the Closing Date or such later date as the Directors determine.

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Cheques and bank drafts, in Australian currency , should be made payable to SmartTrans Holdings Limited and crossed “not negotiable”.

Take up your Entitlement in full and apply for Additional Securities

If you are an Eligible Shareholder and wish to take up all of your Entitlement and apply for Additional Securities, please:

(c) complete the Entitlement and Acceptance Form, which accompanies this Prospectus by inserting the number of New Securities for which you wish to accept the Entitlement Offer under this Prospectus plus the number of Additional Securities (being more than your Entitlement as specified on the Entitlement and Acceptance Form) in accordance with the instructions set out on the form; and
(d) forward your completed Entitlement and Acceptance Form, together with your cheque or bank draft for the amount shown on your Entitlement and Acceptance Form, in the reply paid envelope,

so that it is received by the Company’s Share Registry by no later than 5:00pm (Perth time) on the Closing Date or such later date as the Directors determine.

Cheques and bank drafts, in Australian currency should be made payable to SmartTrans Holdings Limited and crossed “not negotiable”.

You should ensure that sufficient funds are held in the relevant account(s) to cover the Acceptance Monies for both the New Securities under your Entitlement and the Additional Securities in excess of your Entitlement. If the amount of your cheque for Acceptance Monies is insufficient to pay in full for the number of whole New Securities you have applied for in your Entitlement and Acceptance Form, you will be taken to have applied for such lower number of New Securities as your cleared Acceptance Monies will pay for (and to have that number of New Securities on your Entitlement and Acceptance Form). Alternatively, your Application will be rejected. If your cheque does not clear due to insufficient funds in your account, your Application will be rejected.

If you intend to pay for the New Securities by BPAY, there is no need to return the Entitlement and Acceptance Form (but you must ensure that your payment is received by no later than 4:00pm (Perth time) on the Closing Date or such later date as the Directors determine, keeping in mind that payments made by BPAY may take 1 or more Business Days to clear. Please refer to the information below regarding payment by BPAY.

Do nothing

You may do nothing, in which case you will have no right to subscribe for New Securities and no New Securities will be issued to you. However, if you are an Eligible Shareholder and you do nothing, then New Securities representing your Entitlement may be sold to an Eligible Shareholder who applies for Additional Securities or other third parties procured by the Directors in exercising their discretion in placing any Shortfall.

You should also note that, if you do not take up your Entitlement, then although you will continue to own the same number of Shares, your percentage shareholding in the Company will decrease.

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General

If you have any queries concerning your Entitlement, please contact the Share Registry on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) or contact your stockbroker or professional adviser.

Entitlement and Acceptance Forms and accompanying cheques or bank drafts may be lodged at any time before the Closing Date. Applications received after the Closing Date may not be accepted. The Company will not be responsible for postal or delivery delays.

The Offer Price of $0.02 for each New Share is payable in full on acceptance of part or all of your Entitlement.

If an Eligible Shareholder elects to make payment using BPAY, they must contact their bank, credit union or building society to make payment of the Acceptance Money from their cheque or savings account. Refer to the Entitlement and Acceptance Form for the biller code and customer reference number. Eligible Shareholders who have multiple holdings will have multiple customer reference numbers.

Payment will only be accepted in Australian currency and cheques, bank drafts, money orders and BPAY payments must be drawn on an Australian bank.

No stamp duty, brokerage or handling fees are payable by the Applicant for the New Securities offered by this Prospectus. Completed Entitlement and Acceptance Forms and accompanying cheques should be forwarded to the following GPO BOX:

Computershare Investor Services Pty Limited SmartTrans Holdings Limited GPO BOX 505, Melbourne Victoria 3001 Australia

The amount payable on acceptance will not vary during the period of the Offer and no further amount is payable on allotment. Acceptance Money will be held in trust in a subscription account until allotment of the New Securities. The subscription account will be established and kept by the Company on behalf of the Applicants. Any interest earned on the Acceptance Money will be retained by the Company irrespective of whether allotment takes place.

3.2 Binding effect of Entitlement and Acceptance Form

A completed and lodged Entitlement and Acceptance Form, or a payment made through BPAY, constitutes a binding offer to acquire New Securities on the terms and conditions set out in this Prospectus and, once lodged or paid, cannot be withdrawn. If the Entitlement and Acceptance Form is not completed correctly it may still be treated as a valid application for New Securities. The Directors’ decision whether to treat an acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

By completing and returning your personalised Entitlement and Acceptance Form with the requisite Application Money or making a payment by BPAY, you will also be deemed to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that:

(a) you are an Eligible Shareholder and are not in the United States and are not a person (including nominees or custodians) acting for the account or benefit of a person in the United States and are not otherwise a person to whom it would be illegal to make an offer or issue New Securities under the Offer;

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(b) you acknowledge that the New Securities have not been, and will not be, registered under the US Securities Act or under the laws of any other jurisdiction outside of Australia, New Zealand, Hong Kong or the Philippines; and
(c) you have not and will not send any materials relating to the Offer to any person in the United States or to any person (including nominees or custodians) acting for the account or benefit of a person in the United States.

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4. Com pany Information

4.1 Introduction

SmartTrans Holdings Limited is a leading Australian technology and software provider that has developed a mobile and online billing and payment platform for the China market. The Company has agreements in place to provide billing and payment collection with China Mobile, China Unicom, China Telecom, UnionPay and Alipay. With the growing use of the smartphone as a billing device in China, the Company is experiencing significant uptake of its technology in that market. SmartTrans has also developed cutting-edge proprietary logistics software which is used by some of Australia’s leading blue-chip organisations who have long term contracts in place with the Company. SmartTrans is assessing growth opportunities for its logistic offering in China to complement its mobile and online payments platform.

4.2 Company Update

(a) Financial Result

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the 9 months ended 31 March 2015 (unaudited)

	31-March-2015
	$
Revenue	2,900,667.15
Cost of Sales	(2,353,370.27)
Employee benefits expense	(915,443.06)
Depreciation expense	(6,515.91)
Share based payments	(24,171.84)
Capital raising costs	(14,007.19)
Other expenses	(697,906.33)
Loss for the period	(1,110,747.45)
Other comprehensive income	-
Total comprehensive loss for the period	(1,110,747.45)

(b) Material Contracts

(1) Mandate Agreement and Underwriting Agreement

Refer Section 7.11

(2) Convertible Loan

As announced to ASX on 12 May 2015, the Company entered into a convertible loan deed on 11 May 2015 pursuant to which the Company borrowed $500,000 (interest of 10% for first 3 months and 12.5% for balance) repayable at the earlier of 6 months or upon completion of a capital raising in excess of $4,500,000. Funds raised by the Company under the convertible loan will be applied toward the Company’s marketing and sales expenditure in China. The Company intends to repay this loan from the proceeds of the Offer. If not repaid within 14 days of completion of the Offer, the lender has the right to elect to convert into Shares (at a 15% discount to the 5 day VWAP before conversion). If no capital raising occurs before the maturity date, the Company

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has the right to elect to satisfy the debt by the issue of Shares (at 15% discount to the 5 day VWAP before conversion) or to repay in cash ( Convertible Loan ).

4.3 The Directors

The Directors of SmartTrans bring to the Board relevant expertise and skills, including industry and business knowledge, financial management and corporate governance experience.

The following persons are directors of the Company as at the date of this Prospectus:

Dr Geoffrey W Raby- Non-Executive Chairman

Appointed 6 August 2011, also a director of the Company’s subsidiary Sm@rtTrans Limited. Dr Raby served as Australia’s Ambassador to China and has extensive experience in business in China. Also a non-executive director of Fortescue Metals Group, OceanaGold Corporation, Yancoal Australia Ltd, Isentia Group Limited and YPB Group Ltd.

Andrew D Forsyth- Non-Executive Director

Appointed 10 August 1983, also a solicitor and a director of Dymocks Group of Companies, Sm@rtTrans Limited, Tandragee Pty Limited, Coolgardie Units Pty Limited and Jamajon Pty Limited. Also a director of the company’s subsidiaries Sm@rtTrans Limited, SmartTrans Technology (Beijing) Limited and SmartTrans (HK) Ltd. No directorships of other listed companies are held.

Bryan E Carr- Executive Director

Appointed 26 July 2011, with significant experience in the information technology sector and its application to the transport industry. Also a director of the Company’s subsidiaries Sm@rtTrans Limited, SmartTrans Technology (Beijing) Limited and SmartTrans (HK) Ltd.

Ian R Hawkins- Executive Director

Appointed 13 March 2013, also a director of the company’s subsidiary Sm@rtTrans Limited. Ian Hawkins is also the Chief Technical Officer of Sm@rtTrans Limited. No directorships of other listed companies are held.

Yui Tang- Non-Executive Director

Appointed 13 March 2013, also a director of the company’s subsidiary Sm@rtTrans Limited. Mr Tang is the CEO of Beijing AustChina Technology, the Chairman of 123 AustChina Education Consultancy and a Director on the Board of the China-Australia Chamber of Commerce (AustCham Beijing).

Gregory L Simpson- Non-Executive Director

Appointed 22 April 2015, Gregory Simpson is a Chartered Accountant and has served as a financial and commercial consultant to the Board of SmartTrans since January 2013. Mr Simpson holds a Bachelor of Commerce degree with significant experience in the accounting and commercial fields.

(a) Constraints on availability

Each Director has confirmed to the Company that he anticipates being available to perform his duties as Director of the Company and that where he has other commitments, those other commitments do not constrain his ability to perform his duties as a Director of the Company.

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(b) Independence of Directors

No Director is a nominee director of a substantial shareholder.

The Board considers that Dr Geoff Raby, Greg Simpson and Yui Tang are free from any business or any other relationship that could materially interfere with, or reasonably be perceived to interfere with, the independent exercise of their judgment and are able to fulfil the role of an independent director for the purposes of the Corporate Governance Principles and Recommendations.

Currently, Bryan Carr, Ian Hawkins and Andrew Forsyth are not considered by the Board to fulfil the role of independent directors due to their executive or consultancy positions with the Company.

Details of the current interests of the Directors in the Company and their intentions in respect of the Offer are set out in section 1.10.

4.4 Senior Management (excluding Directors)

The following persons form the senior management of the Company as at the date of this Prospectus:

David Thomson - Chief Financial Officer & Co. Secretary

Appointed on 3 December 2013. Mr Thomson is a registered Accountant with over 15 years experience in managing Finance teams from large Top100 International and Australian firms to family owned household names. Mr Thomson has a Bachelor of Business, (Acc/Info Sys). Also Company Secretary to the subsidiary Sm@rtTrans Ltd.

Bryan Carr and Ian Hawkins (both Directors of the Company, refer Section 4.3 above) also comprise senior management.

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5. Effect of the Offer on the Com pany

5.1 Financial position

To illustrate the effect of the issue on the Company, the pro-forma consolidated balance sheet has been prepared based on the unaudited management accounts as at 31 March 2015.

The pro-forma balance sheet shows the effect of the underwritten Offer as if the Offer (under this Prospectus) had been made on 1 April 2015. The pro-forma balance sheet assumes that the Offer is fully subscribed.

The accounting policies adopted in preparation of balance sheet for the half year ended December 2014 was prepared in accordance with the same policies and the pro-forma consolidated balance sheet are consistent with the policies adopted and as described in the Company’s financial statements for the year ended 30 June 2014. To the extent applicable, the unaudited management accounts as at 31 March 2015 have been prepared on the same basis.

The significant effects of the Offer (assuming the Offer is fully subscribed and no Existing Options are exercised) will be to:

(a) increase cash reserves by approximately $5,579,000 being proceeds of rights issue and a convertible loan of $500,000 less the estimated costs of the Offer of approximately $430,000;
(b) increase the number of issued ordinary shares by 275,454,757 to 2,203,638,056;
(c) increase the number of Options on issue by 137,727,379 to 165,727,379 assuming 1 New Option is issued for each 2 New Shares issued under the Offer, assuming the issue of 5,000,000 Success Options to Triple C at completion of Offer, and adjusting for the issue of 3,000,000 Options issued on 11 May 2015; and
(d) Options have been valued by an independent review and costed in accordance with accounting principles which effect the Issued Capital and Equity reserve balances.

The Company intends to repay the $500,000 convertible loan out of the increased cash reserves from the proceeds of the Offer.

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PRO-FORMA CONSOLIDATED BALANCE SHEET

	31 March 2015	Pro forma
	(unaudited)	Balance Sheet
	$	$
Current Assets
Cash and cash equivalents	1,097,907	6,677,279
Trade and other receivables	1,285,819	1,285,819
Intangible Asset	1,900	1,900
Other current assets	70,277	70,277
Total Current Assets	2,455,903	8,035,275
Non-Current Assets
Trade and other receivables	26,981	26,981
Property, plant and equipment	28,788	28,788
Total Non-Current Assets	55,769	55,769
TOTAL ASSETS	2,511,672	8,091,043
Current Liabilities
Trade and other payables	214,119	214,119
Provisions	123,376	123,376
Convertible Loan		500,000
TOTAL LIABILITIES	337,495	837,495
NET ASSETS	2,174,176	7,253,548
Equity
Issued capital	67,722,125	71,536,183
Reserves	670,601	2,010,094
Accumulated losses	(66,218,550)	(66,292,729)
TOTAL EQUITY	2,174,176	7,253,548

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5.2 Capital structure

The share capital structure of SmartTrans immediately following the Offer, on the basis that the Offer is fully subscribed (excluding rounding of Entitlements), will be as follows:

Shares	Number	%
Ordinary Shares on issue at the date of this Prospectus	1,928,183,299	87.50%
Maximum number of New Shares under Prospectus1	275,454,757	12.50%
Total:	2,203,638,056	100%

Options	Number	%
Options on issue at the date of this Prospectus	23,000,000	13.878%
Maximum number of New Options under Prospectus1	137,727,379	83.104%
Success Options to be issued2	5,000,000	3.018%
Total:	165,727,379	100%

Notes:

1. If any of the Existing Options are exercised prior to the Record Date, additional New Securities will be issued under the Offer under this Prospectus. If all Existing Options on issue as at the date of this Prospectus were exercised prior to the Record Date, the Company's issued shares would increase by 23,000,000 Shares resulting in a further 3,285,715 New Shares and 1,642,858 New Options being issued pursuant to this Prospectus. This would increase the Company's total Shares and Options on issue after completion of the Offer to 2,229,923,771 Shares and 144,370,237 Options. The number above is also subject to rounding.

2. The 5,000,000 Success Options shall be issued, subject to successful completion of the issue of all the New Securities the subject of the Offer.

As at the date of this Prospectus, the Company has the following Existing Options on issue:

No of options issued	Exercise price	Expiry date
10,000,000	$0.03	09/09/2016
10,000,000	$0.04	09/09/2016
1,500,000	$0.02	11/05/2017
1,500,000	$0.03	11/05/2018

The Offer is a pro-rata offer so that if all Eligible Shareholders take up their Entitlements and none of the Option Holders exercise their Existing Options and participate in the Offer, the voting power of all Eligible Shareholders will remain the same. In that event, there will be no actual or potential effect or consequences arising from the Offer on the control of the Company.

If an Eligible Shareholder does not take up their Entitlement in full it will result in their percentage holding in the Company being diluted by the Offer. Given the terms of the Offer, the maximum possible dilution to an Eligible Shareholder’s interest in the Company would be 12.5%. Additionally, the Offer is not being extended to Shareholders with registered addresses outside of Australia, New Zealand, Hong Kong or the Philippines and the holdings

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of those Shareholders in the Company will be diluted by a maximum of 12.5% in the event that the Offer is fully subscribed.

In addition, Eligible Shareholders will be entitled to apply for Additional Securities in excess of their entitlements and so will be able to increase their interest in the Company. The largest shareholder in the Company, is Dymocks Securities Pty Limited ( Dymocks ), a company of which Mr Andrew Forsyth is a director, but does not control nor have a relevant interest in. Dymocks currently holds a 18.04% interest in the Company. The issue of New Shares under any application for Additional Securities will be subject to restrictions in the Corporations Act for a shareholder (and its associates) not to exceed 19.9% voting power in the Company (subject to exemptions).

If no Eligible Shareholders take up their entitlements and none of the Option Holders exercise their Existing Options and participate in the Offer, the Underwriter will receive all 275,454,757 New Shares under the Offer. An associate of the Underwriter currently holds 5,000,000 Shares in the Company therefore, if the Underwriter applied for all of the New Shares pursuant to its underwriting obligation, the total number of shares held by the Underwriter and its associates will be 280,454,757 and the voting power of the Underwriter and its associates will be 12.73%.

Depending upon the extent to which Eligible Shareholders take up their entitlements and apply for Additional Securities in excess of their entitlements, the Underwriter will have a total interest in the shareholding of the Company between 0.26% and 12.73% following the Offer.

Examples of the potential interest that may be obtained by the Underwriter in a range of circumstances are set out in the following table:

Proportion of Underwriting applied	Number of Shares issued to the Underwriter	% interest of the Underwriter in the Company*
25%	68,863,689	3.38%
50%	137,727,379	6.51%
75%	206,591,068	9.63%
100%	275,454,757	12.76%

*Assuming that no Existing Options are exercised.

In addition, the Underwriter may at any time, in its absolute discretion, appoint sub-underwriters to sub-underwrite the underwritten securities, therefore the interest allocated to the Underwriter may be allotted between one or more other parties reducing the interest obtained by the Underwriter.

In the event of a Shortfall, the Directors reserve the right to place the Shortfall at their sole discretion subject to the provisions of the Underwriting Agreement, the Corporations Act and the Listing Rules.

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6. Risk factors

6.1 Introduction

There are risks which may impact on the operating and financial performance of the Group and, therefore, on the value of the New Securities offered under this Prospectus. Some of these risks can be mitigated by the Group’s systems and internal controls, but many are outside of the control of the Group and the Board. There can be no guarantee that the Company will achieve its stated objectives or that any forward-looking statements will eventuate. An investment in a business with limited operating history, such as SmartTrans, is considered speculative and an investor could lose most or all of any investment. There are also general risks associated with any investment in shares.

More specifically, the risks are that:

(a) the price at which the Applicant is able to sell the New Securities is less than the price paid due to changes in market circumstances;
(b) the Applicant is unable to sell the New Securities;
(c) the Company is placed in receivership or liquidation making it reasonably foreseeable that Shareholders could receive none, or only some of their initial investment; and
(d) the Company fails to generate sufficient profit in order to pay dividends.

In the event of insolvency, the holders of fully paid ordinary shares would not normally be liable to pay money to any person. An exception could occur where a distribution, such as a dividend, has been made to Shareholders in circumstances where the Company was unable at that time to meet the solvency test set out in the Corporations Act . In that case, a liquidator may call for a return of such distributions.

Potential investors should therefore carefully consider all associated risks before applying for New Securities under this Prospectus and should consider their personal circumstances (including financial and taxation issues) and seek advice from their stockbroker, accountant, solicitor or other professional advisers before deciding whether to invest.

A number of material risk factors which may adversely affect the Group and the value of the New Securities offered under this Prospectus are set out in this section. This is not an exhaustive list and there may be other factors which have an adverse effect on the Group and the value of the New Securities offered under this Prospectus.

6.2 General Risks

A summary of the major general risks are described below:

(a) Dilution

Shareholders should be aware that to the extent that they do not accept their Entitlements in full, a Shortfall will arise and all or part of any Shortfall may be placed by the Company, in consultation with the Underwriter, to other parties in which case their interest in the Company may be significantly diluted (see section 5.2 for further details). Further the Offer is not being extended to Shareholders with registered addresses outside of Australia, New Zealand, Hong Kong or the Philippines and the holdings of those Shareholders in the Company will be diluted by the Offer. Given the terms of the Offer, the interests of a Shareholder in the Company may be diluted by up to 12.5% in the event that they are not eligible to participate or elect not to accept their Entitlement in full if the Offer is fully subscribed or alternatively, any Shortfall is fully placed.

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The Company intends to actively work with the Underwriter during, and after, the Offer in order to secure commitments to place, and subsequently to place, any Shortfall of New Securities not subscribed for by Eligible Shareholders.

(b) Share Market Risk

The market price of listed securities can be expected to rise and fall in accordance with general market conditions and factors specifically affecting the Australian resources sector and exploration companies in particular. The New Shares carry no guarantee in respect of profitability, dividends, return on capital, or the price at which they may trade on the ASX.

There are a number of factors (both national and international) that may affect the share market price and neither the Company nor its Directors have control of those factors.

(c) General Economic Conditions

Changes in the general economic climate in which the Company operates may adversely affect the financial performance of the Company. Factors that may contribute to that economic climate include the general level of economic activity, interest rates, inflation, supply and demand, industrial disruption and other economic factors. These factors are beyond the control of the Company and the Company cannot, with any degree of certainty, predict how they will impact on the Company.

(d) Share price fluctuations

The market price of the Company’s securities will be subject to varied and often unpredictable influences in the share market. Both domestic and world economic conditions may affect the performance of the Company. Factors such as the level of industrial production, inflation and interest rates impact all commodity prices.

(e) Legislative change

Changes in government regulations and policies may adversely affect the financial performance or the current and proposed operations generally of the Company.

(f) Unforeseen expenses

While the Company is not aware of any expenses that may need to be incurred that have not been taken into account, if such expenses were subsequently incurred, the expenditure proposals of the Company may be adversely affected.

6.3 Business risks specific to an investment in the Company

In addition to the general market and economic risks noted in section 6.2, Applicants should be aware of risks specific to an investment in the Company, which may include, but are not limited those risks described below.

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(a) Future Profitability

There is no guarantee that the business strategy of the Company will generate profitability. Any revenues of the Company may be affected by a number of factors including, but not limited to, the market becoming more competitive leading to price competition or that it will generate sufficient revenues to cover costs. In particular, any profitability in the future from the Company’s business will be dependent upon the success of the company’s efforts to secure significant contracts in Australia, China and elsewhere for its IT business.

(b) Dependence on Key Personnel

The Company’s future success depends largely on the continual employment of its senior management and key personnel. The retention of the services of these people cannot be guaranteed.

(c) Retention of key business relationships

The Company relies on strategic relationships with other entities such as suppliers and partners and also on good relationships with regulatory and governmental departments. It will also rely upon third parties to provide essential contracting services.

While the Company's Directors have no reason to believe otherwise, there can be no assurance that its existing relationships will continue to be maintained or that new ones will be successfully formed and the Company could be adversely affected by changes to such relationships or difficulties in forming new ones. Any circumstance, which causes the early termination or non-renewal of one or more of these key business alliances or contracts, could adversely impact SmartTrans, its business, operating results and prospects.

(d) Funding risk

If the Company requires access to further funding at any stage in the future, the Company may be materially adversely affected if, for any reason, access to that funding is not available, either at all or on acceptable terms and conditions. There can be no assurance that additional funds will be available when required.

If additional funds should be raised by issuing equity securities, this might result in dilution to the then shareholders. The pricing of future share issues will also depend upon the results of the Company's activities, market factors, investor demand for shares and the need for capital by either debt or equity capital raisings.

(e) Insurance

The Company intends to maintain adequate insurance over appropriate assets within ranges of coverage that the Company believes to be consistent with industry practice and having regard to the nature of activities being conducted. However, insurance of all risks is not always possible and where available, the cost can be high. Accordingly, the Company may not be insured against all possible losses, whether because of the unavailability of cover or because the premiums may be excessive relative to the benefits that would accrue.

(f) Influence of large shareholders

On completion of the Offer the voting power of the significant shareholders (refer Section 7.10 below) of the Company may increase.

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As a result, these parties may have an increased influence at any general meeting of the Company at which they are entitled to vote and on matters such as the composition of the Board and a change in control of the Company.

6.4 Software and Services Business Risks

(a) Intellectual Property

The commercial success of the Company depends in part on its technological expertise and the Company relies on its ability to establish, and protect, its intellectual property rights. In particular, trade secrets by their nature are not capable of protection by registration and it is therefore difficult to ensure that they are retained by the Company. There is also no assurance that any of the Company’s existing or future intellectual property rights (including any copyright or trade secrets) will afford adequate protection to the Company against unauthorised use of its technology by others or that others may have or obtain rights that may prevent or impede the exploitation of the Company’s intellectual property. This may adversely affect the Company's business, financial condition or results of operations or prospects. The Company may incur substantial costs if required to enforce its intellectual property rights or to defend them against third party claims.

There is a risk that the Company's intellectual property may be compromised, stolen, pirated, disabled or lost.

(b) Reduction in demand

Factors adversely affecting the demand for the products of the Company, or systems integration and services provided by the Company, such as a decline in general economic conditions, competition or technological change could seriously affect the Company’s revenue and operating profit. There is a risk that products produced by SmartTrans become uncompetitive or unsuccessful.

(c) Pressure on gross margins

The IT industry and the product element of systems integration and services is characterised by low gross margins and, although the Company takes steps to achieve margins at as high a rate as possible, there is no guarantee that high margins will be achieved. These low gross margins magnify the impact of variations of the Company’s operating and other expenses on the Company’s net income. Increased competition within the industry and changes in product mix may hinder the Company’s ability to improve its gross margins.

(d) Increased credit risk

There is a risk that customers will not pay for goods or services or that customers will delay in making payments which may impact on the cash flow of the Company and also may impact on profitability of the Company in the longer term. The Company has measures in place to ensure control of creditors and prompt payment by customers, however there is a risk that these measures will not be effective.

(e) Dependence on key information systems

The Company depends on key information systems to manage its operations. There is a risk that the database held by the Company is corrupted or lost. Accordingly, failures or disruptions to key information systems may cause revenue to decrease and operating expenses to increase, which could have a material adverse effect on the business, financial condition and result of operations and cash flows of the Company.

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6.5 Business Risks relating to China

SmartTrans delivers its software and services in two major geographical areas, Australia and China. The Directors believe that the following specific risk factors influence the success of SmartTrans' operations in China.

(a) Changes in government policies

Industry in China is subject to the policies which are implemented by the Chinese Government from time to time. These policies may have an impact on the business and the assets of the Company. The Chinese Government may, for instance and without being exhaustive of possible changes to policies alter its current treatment of, or policy regarding, foreign investment or business arrangements.

(b) Economic considerations

China is an economy in transition from a largely planned economy to a much more market-oriented economy. Nonetheless, the Government continues to play a major role in the economy and many of the rules and regulations implemented by the Chinese Government are still at an early stage of development, and further refinements and amendments are necessary in order for the market to be given greater expression. It is unclear how future economic reforms and macroeconomic measures to be adopted by the Chinese Government will affect the country's economic development and, in particular, the operation of foreign-owned firms.

Further, there can be no assurance that such measures will be applied consistently and effectively or that the Company will benefit from or will be able to capitalise on such reforms. Indeed the business of the Company may be adversely affected by any reform.

Since 1979, many laws and regulations dealing with economic matters with respect to general and foreign investments have been promulgated in China. In 1982, the Chinese National People's Congress amended the constitution to attract foreign investments and to safeguard the "lawful rights and interests" of foreign investors in China. Since then, the trend of legislation has been to enhance the protection afforded to foreign investors.

However, despite significant improvements in its legal system and ongoing changes to the rules of business in China, there still exist difficulties in obtaining swift and equitable enforcement of rights and in obtaining enforcement of judgments by a court of another jurisdiction in China. Further, as a result of political changes, the interpretations of statutes and regulations may be subject to government policies. Such uncertainties may affect the Company's operations and accordingly, its profitability.

(c) Political and social considerations

China has been undergoing a series of political reforms since 1978. It is expected that such reforms will continue. Such reforms have in the past resulted in significant economic growth and social progress. However, there can be no assurance that any future reform policy of the Chinese Government will be effective. The Group's business may be affected by such future reforms.

(d) Devaluation or appreciation in the value of the Yuan or restrictions on convertibility of the Yuan

The external value of the Yuan (also known as the Renminbi) is affected by changes in policies of the Chinese Government and by international economic and political developments. From 1994, the conversion of the Yuan into foreign currencies,

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including Hong Kong Dollars and US Dollars, was based on rates set by the People's Bank of China, which were set daily based on the previous day's interbank foreign exchange market rates and current exchange rates on the world financial markets. The Yuan to US Dollar exchange rate experienced volatility prior to 1994, including periods of sharp devaluation, and the Chinese Government was under international pressure to allow this rate to float.

On 21 July 2005, the People's Bank of China reformed the Yuan exchange rate regime by moving to a managed floating exchange rate based on market supply and demand with reference to a basket of currencies, but the weighting of currencies was and remains predominantly in favour of the US dollar which continues to be the reference currency for the People’s Bank of China.

The People's Bank of China has periodically adjusted the Yuan exchange rate band as necessary and, as a consequence, the Yuan exchange has been more flexible than before. Therefore, there is a risk that the fluctuations in the Yuan exchange rate may be greater than were previously experienced and any large appreciation or devaluation of the Yuan against the US Dollar could have an adverse effect on the Company's business and operating results.

China’s capital account is still tightly managed by the Government and the Renminbi is still not widely convertible outside of China. Although this is gradually changing, all foreign firms operating in China face the risk of not being able to repatriate profits in convertible currencies should the Government choose to change the existing rules.

Shareholders should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for the New Securities.

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7. Additional information

7.1 Transaction specific prospectus

SmartTrans is a disclosing entity and therefore subject to regular reporting and disclosure obligations under the Corporations Act . Under those obligations, the Company is obliged to comply with all applicable continuous disclosure and reporting requirements in the ASX Listing Rules.

This Prospectus is issued under section 713 of the Corporations Act . This section enables disclosing entities to issue a prospectus in relation to securities in a class of securities which has been quoted by ASX at all times during the three months before the date of the Prospectus or options to acquire such securities. Apart from formal matters this Prospectus need only contain information relating to the terms and conditions of the Offer, the effect of the Offer on the Company and the rights and liabilities attaching to the New Shares and New Options.

Copies of the documents lodged by the Company with ASIC may be obtained from, or inspected at an office of ASIC.

The Company will provide a copy of any of the following documents, free of charge, to any person who asks for a copy of the document before the Closing Date in relation to this Prospectus:

(a) annual financial report for the period ending 30 June 2014;
(b) reviewed half-yearly financial statements for the Company for the period ending 31 December 2014; and
(c) any other financial statements lodged in relation to the Company with ASIC and any continuous disclosure notices given by the Company to ASX, in the period starting immediately after lodgement of the annual financial report for the Company for the period ended 30 June 2014 and ending on the date of lodgement of this Prospectus with ASIC.

7.2 ASX Information and Share information

The ASX Announcements that the Company has made since 1 October 2014, being the date the last annual financial report was lodged with ASX, are set out in Appendix A of this Prospectus. Copies of ASX announcements made by the Company may be obtained on the ASX website or the Company’s website: www.smarttrans.com.au.

The highest and lowest prices of shares in the Company on the ASX in the six month period before the date of this Prospectus and the respective dates of those sales are set out below.

	Price	Date
Highest	$0.038	11 May 2015
Lowest	$0.009	4 March 2015, 5, 9 and 19 February 2015, 12 and 8 January 2015 and 9 December 2014

The last market sale price of Shares as at 14 May 2015 (being the last trading date before lodgement of the Prospectus) was $0.027.

The issue price of $0.02 represents a discount of 26% to the last closing market price of Shares on 14 May 2015.

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7.3 Rights and liabilities attaching to New Shares

The rights attaching to ownership of the New Shares are set out in the Company’s Constitution, a copy of which is available for inspection at the registered office of the Company during business hours. The following is a summary of the principal rights of holders of the New Shares, subject to any special rights attaching to any class of share at a future time. This summary is not exhaustive nor does it constitute a definitive statement of the rights and liabilities of the Company’s Shareholders.

(a) Voting

At a general meeting of the Company on a show of hands, every member present in person, or by proxy, attorney or representative has one vote and upon a poll, every member present in person, or by proxy, attorney or representative has one vote for every Share held by them.

(b) Dividends

The New Shares will rank equally with all other issued shares in the capital of the Company and will participate in dividend out of profits earned by the Company from time to time. Subject to the rights of holders of shares with any special preferential or qualified rights attaching to them, the profits of the Company are divisible amongst the holders of Shares paid proportionately to the amounts paid on the Shares. The Directors may from time to time pay to Shareholders such interim dividends as in their judgment the position of the Company justifies.

(c) Transfer of the Shares

(1) Uncertificated system

Transfer of Shares may be effected by an instrument of transfer in accordance with any system recognised by the ASX Listing Rules and effected in accordance with the ASX Settlement Operating Rules approved under the Corporations Act or by an instrument of transfer in any usual from or by another form approved by the Directors or recognised by the Corporations Act or the ASX Listing Rules.

(2) Certificated system

Subject to the Constitution and the Corporations Act , a Shareholder’s share may be transferred by instrument in writing in any form authorised by the Corporations Act and the ASX Listing Rules or in any other form authorised by the Corporations Act and the ASX Listing Rules or in any other form that the Directors approve. No fee shall be charged by the Company on the transfer of any Shares.

(3) Refusal to register

The Directors, may, in their absolute discretion, refuse to register any transfer of Share or other securities where permitted to do so by the Corporations Act , the ASX Listing Rules or the ASX Settlement Operating Rules. The Directors must refuse to register any transfer of Shares or other securities when required to do so by the Corporations Act or the ASX Listing Rules. If the Directors decline to register a transfer, the Company must within five business days after the date of lodgement of such transfer give to the lodging party written notice of the refusal and the reasons for it.

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(d) Winding up

Upon accepting the Entitlement to New Securities and paying the Acceptance Money, Shareholders will have no further liability to make payments to the Company in the event of the Company being wound up pursuant to the provisions of the Corporations Act .

(e) Future increases in capital

The allotment and issue of any New Securities is under the control of the Directors. Subject to the Listing Rules, the Company’s Constitution and the Corporations Act , the Directors may allot or otherwise dispose of New Securities on such terms and conditions as they see fit.

(f) Variation of Rights

At present, the Company has only ordinary shares on issue. If the shares of another class were issued, the rights and privileges attaching to ordinary shares could only be altered with the approval of a resolution passed at a separate general meeting of the holders of ordinary shares by a three quarter majority of such holders or the written consent of the holders of at least three quarters of the ordinary shares.

(g) General Meeting

Each holder of Shares will be entitled to receive notice of and to attend and vote at general meetings of the Company and to receive notices, accounts and other documents required to be furnished to Shareholders under the Company’s Constitution, the Corporations Act and the Listing Rules.

For more particular details of the rights attaching to ordinary shares in the Company, investors should refer to the Constitution of the Company.

7.4 Rights and Liabilities of the New Options

The New Options will be issued on the following terms and conditions:

Consideration

The New Options are issued as part of the Offer on the basis of 1 New Option for every 2 New Shares issued. No further consideration other than the payment of the Offer Price will be payable by Eligible Shareholders for the New Options.

Terms of Exercise

The exercise price of each New Option is $0.035 ( Exercise Price ).

The New Options will expire on the date which is 24 months after the issue of the New Options ( Expiry Date ).

Subject to and conditional upon any adjustment in accordance with the conditions set out below, each New Option entitles the holder to subscribe for one fully paid Share upon payment of the Exercise Price prior to the Expiry Date.

The New Options may be exercised at any time wholly or in part by delivering a duly completed form of notice of exercise together with a cheque for the Exercise Price per New Option to the Company at any time on or after the date of issue and allotment of the New Options, on or before the Expiry Date.

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On the valid exercise of the New Options and payment of the Exercise Price, the Company will, within 21 days, issue Shares ranking pari passu with the then issued Shares.

Transferability

The New Options are transferable.

Rights to participate

Holders of New Options do not have any right to participate in new issues of securities in the Company made to Shareholders generally. The Company will, where required pursuant to the Listing Rules, provide holders of New Options with notice prior to the record date (to determine entitlements to any new issue of securities made to shareholders generally) to exercise the New Options, in accordance with the requirements of the Listing Rules.

Holders of New Options do not participate in any dividends unless the New Options have been exercised and the resultant Shares are issued prior to the record date to determine entitlements to the dividend.

Reconstructions

In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company:

(a) the number of New Options, the Exercise Price, or both will be reconstructed (as appropriate) in a manner consistent with the Listing Rules as applicable at the time of reconstruction, but with the intention that such reconstruction will not result in any benefits being conferred on the holders of New Options which are not conferred on shareholders; and
(b) subject to the provisions with respect to rounding of entitlements as sanctioned by a meeting of Shareholders approving a reconstruction of capital, in all other respects the terms for the exercise of the New Options will remain unchanged.

Pro rata issues

If there is a pro rata issue (except a bonus issue), the Exercise Price may be reduced according to the following formula:

O[n] = O – E [P-(S + D)]

N + 1

Where:

O [n ] = the new exercise price of the New Option;
O = the old exercise price of the New Option;
E = the number of underlying securities into which one New Option is exercisable;
P = the average market price per security (weighted by reference to volume) of the underlying securities during the five trading days ending on the day before the ex right date or the ex entitlements date;
S = the subscription price for a security under the pro rata issue;

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D = dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue);
N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

Bonus issues

If there is a bonus issue to the holders of Shares in the Company, the number of Shares over which the New Options is exercisable may be increased by the number of Shares which the holder of the New Options would have received if the New Options had been exercised before the record date for the bonus issue.

The terms of the New Options may only be changed if holders (whose votes are not to be disregarded) of Shares in the Company approve of such a change. However, the terms of the New Options must not be changed to reduce the Exercise Price, increase the number of New Options or change any period for exercise of the New Options.

7.5 Corporate Governance

The Company has adopted a Corporate Governance Charter which can be obtained, at no cost, from the Company’s registered office and is also available on the Company’s website: www.smarttrans.com.au. The Company has established a Remuneration Committee and a Finance Committee to assist the Board in exercising its authority.

The Company reports on its compliance with the recommendations made by the Corporate Governance Principles and Recommendations in its annual report. Where the Company’s corporate governance practices do not correlate with the practices recommended by the ASX Corporate Governance Council, the Company is working towards compliance however it does not consider that all practices are appropriate for the Company due to the size and scale of the Company’s operations.

7.6 Directors’ interests

The nature and extent of the interest (if any) that any of the Directors of the Company holds, or held at any time during the last two years in:

(a) the formation or promotion of the Company;
(b) property acquired or to be acquired by the company in connection with:
(1) its formation or promotion;
(2) the Offer; or
(c) the Offer,

is set out below or elsewhere in this Prospectus.

Other than as set out below or elsewhere in this Prospectus, no one has paid or agreed to pay any amount, and no one has given or agreed to give any benefit to any director or proposed director:

(a) to induce them to become, or to qualify as, a Director of the Company; or

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(b) for services provided by a director in connection with:
(1) the formation or promotion of the Company; or
(2) the Offer.

Set out below are details of the interest of the Directors in the securities of the Company immediately prior to lodgement of the Prospectus with the ASIC. Interest includes those securities held directly and indirectly. The table does not take into account any New Securities the Directors may acquire under the Offer.

Director	Number of Shares
Geoffrey W Raby	10,000,000
Andrew D Forsyth1	35,816,823
Bryan E Carr2	57,784,505
Ian R Hawkins3	5,032,349
Yui Tang	-
Gregory L Simpson4	10,024,858

Notes:

1. Andrew D Forsyth has an indirect interest in a total of 25,604,778 Shares held by Canala Services Pty Ltd (which he and his wife control) and 10,212,045 Shares held by Tandragee Pty Ltd and Coolgardie Units Pty Ltd (which he does not control), however note that Tandragee Pty Ltd and Coolgardie Units Pty Ltd hold in aggregate 82,109,343 Shares (over which Mr Forsyth does not exercise control).

2. Bryan E Carr holds 1,446,136 shares directly and has an indirect interest in 56,338,369 shares held by I.T.S. Worldwide Limited (which he controls; but in relation to which the entity intends to accept part, approximately 30%, of its Entitlement).

3. Ian R Hawkins has an indirect interest in 5,032,349 shares held by Ceilidh Enterprises Limited (which he controls).

4. Gregory L Simpson has an indirect interest in 10,024,858 shares held by FBOB Pty Ltd (which he controls).

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7.7 Directors Fees

Set out below is the remuneration paid to the current Directors of the Company and their associated entities for the past two years.

		Short-term benefits	Short-term benefits	Post- employment benefits		Equity-settled share-based payments
		Salary, fees and leave	Profit share and bonuses	Pension and Superannuation	Shares / Units	Options / Rights	Total
		Directors
Geoffrey W. Raby	2014	40,000	-	-	-	*81,699	121.699
	2013	40,000	-	-	-	*179,386	219.386
Bryan E. Carr	2014	** 216,000	-	-	-	-	216,000
	2013	** 216,000	-	-	-	-	216,000
Andrew D. Forsyth	2014	18,350	-	1,650	-	-	20,000
	2013	18,350	-	1,650	-	-	20,000
Yui (Ian) Tang	2014	20,000	-	-	-	-	20,000
	2013	6,666	-	-	-	-	6,666
Ian R. Hawkins	2014	***120,000	-	10,800	-	-	130,800
	2013	***120,000	-	10,800	-	-	130,800
Gregory W Simpson	2014	20,000	-	-	-	-	20,000
	2013	20,000	-	-	-	-	20,000
*Total*	*2014*	*434,350*	-	*12,450*	-	*81,699*	*406,922*
	*2013*	*313,016*	-	*12,450*	-	*179,386*	*441,318*

Share based payment arising from the issue of options.

** Fees were paid to I.T.S. Worldwide Ltd in which Mr Carr has an interest and of which he is a director. I.T.S Worldwide Ltd has provided the services of a Chief Executive Officer to Sm@rtTrans Limited since 1/7/2009.

* Ian Hawkins was appointed as a Director on 13 March 2013. Before this appointment he was the company’s Chief Technical Officer. Amounts shown above include all Mr Hawkins’ remuneration during the reporting period whether as a Director or Chief Technical Officer. Amounts received in his position as Director amounted to $43,600 made up of salary $40,000 and superannuation $3,600.

The Board considers that these fees are reasonable remuneration pursuant to section 211 of the Corporations Act and accordingly, member approval is not required.

Details of the intention of Directors to participate in the Offer is set out in section 1.10.

7.8 Payment of Non-Executive Director fees

Each of the Non-Executive Directors of the Company (being Dr Geoffrey W Raby, Andrew D Forsyth, Yui Tang and Gregory L Simpson) are entitled to be paid directors’ fees in the amount of $40,000 for the Chairman Dr. Raby, $20,000 each for other Non-Executive Directors Yui Tang, Greg Simpson and Andrew Forsyth (respectively) per annum.

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By resolution of the Board in or about 30 April 2015, it was agreed to pay Andrew D Forsyth $20,000 per annum for additional consultancy services to the Company.

The Board considers that these fees are reasonable remuneration pursuant to section 211 of the Corporations Act and accordingly, member approval is not required.

7.9 Related party transactions

From time to time the Company may be party to transactions with related parties including:

(a) employment and service arrangements; and
(b) payment of Directors fees.

The Company believes that it has made appropriate disclosure of past related party transactions and other than any further disclosure specifically set out in this Prospectus does not intend to make any further disclosure of such transactions which transactions will have either proceeded on an “'arms length" basis, reasonable remuneration basis or been approved by shareholders in general meeting.

The Board considers that the remuneration and benefits are reasonable remuneration pursuant to section 211 of the Corporations Act and accordingly, member approval is not required.

7.10 Significant Holders

The following are details of those Shareholders who hold more than 5% of the Shares prior to the date of this Prospectus:

Significant Holder	Number of Shares	%
Dymocks Securities Pty Limited	347,771 829	18.04
Loyal Strategic Investment Ltd	211,502,169	10.97
Ocean Magic Investments Ltd	120,000,000	6.22

7.11 Mandate Agreement and Underwriting Agreement

The Company has engaged Triple C Consulting Pty Ltd as the lead manager under the Mandate Agreement and as the underwriter for the Offer under the Underwriting Agreement.

The Mandate Agreement and the Underwriting Agreement, both dated 11 May 2015, are subject to standard terms and conditions.

Under the Mandate Agreement and the Underwriting Agreement the Underwriter must lead manage and fully underwrite the Offer. The key terms of the Mandate Agreement and Underwriting Agreement are as follows:

(a) the Underwriter will receive:
(1) a management fee of 1% of the underwritten amount for managing the Offer ( Management Fee );
(2) an equity raising fee of 5% of the underwritten amount for underwriting the Offer ( Equity Raising Fee ); and

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(3) an issue of 5,000,000 unlisted options for ordinary shares in the Company, exercisable at $0.035 per Option with an expiry date of 24 months from the date of issue ( Success Options ).

The Management Fee and Equity Raising Fee will only be payable by the Company and the Success Options issued by the Company in the event that the Offer proceeds and completes with all New Securities subscribed for.

(b) The Company has agreed to reimburse the Underwriter in respect of expenses incurred incidental to the Offer, and further indemnify the Underwriter and related persons against losses, liabilities and claims in respect of the Offer.
(c) The Mandate Agreement is for a term of 12 months. It can be terminated by the lead manager at any time or by the Company in the event of a material and unremedied breach of the Mandate Agreement.
(d) The underwriting obligations can be terminated by the Underwriter in a number of circumstances including if:
(1) a material statement in this Prospectus is misleading or deceptive;
(2) the Company chooses to or comes under an obligation, including in accordance with the Corporations Act, to issue a supplementary or replacement prospectus or to repay any moneys received by the Company from any applicant, where the Underwriter is of the opinion that the extension has, or could reasonably be expected to have, a material adverse effect on the willingness of persons to apply for securities at the Issue Price or on the number of the Shortfall;
(3) quotation of the New Shares is not granted within the required timeframe;
(4) any event specified in the Timetable is delayed for more than five Business Days;
(5) ASIC gives notice of intention to hold a hearing examination, inspection, investigation, or it requires information to be disclosed, in connection with the Company, this Prospectus or the Issue;
(6) there is an omission from, or a statement which is, or has become, false or misleading in this Prospectus and such omission or statement is or is likely to be materially adverse from the point of view of an investor;
(7) the All Industrials Index or the ASX Technologies Index falls for five consecutive trading days to a level which is more than 10% below the relevant index as at the date of the Underwriting Agreement;
(8) a director of the Company is prosecuted for an indictable criminal offence related to dishonest conduct;
(9) the Company suffers an insolvency event;
(10) If a material contract is, without the prior written consent of the Underwriter, breached, terminated, altered or found to be void or voidable;
(11) the Company fails to comply with any law or material agreement which is likely to prohibit or materially restrict the business of the Company or this Offer;

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(12) the Company is in default of any material term and condition of the Underwriting Agreement;
(13) the Company or any of its Related Bodies Corporate acquires any major asset or enters into any major expenditure outside of the normal course of business;
(14) if a new circumstance has arisen since this Prospectus was lodged with ASX and would have been required under Chapter 6D of the Corporations Act to be included in this Prospectus if it had arisen before the Prospectus was lodged and is, or is likely to be, materially adverse from the point of view of an investor; and
(15) any adverse change occurs which materially impacts or is likely to impact, the assets, operational or financial position of the Company; and
(e) the Company gives various warranties, indemnities and covenants in favour of the Underwriter that are considered standard for an agreement of this nature.

On 25 March 2015, Triple C Consulting Pty Ltd and the Company entered into a corporate advisory mandate pursuant to which on 11 May 2015 the parties issued 3,000,000 Options (1,500,000 exercisable at $0.02 on or before 11 May 2017 and 1,500,000 exercisable at $0.03 on or before 11 May 2018) to Triple C Consulting Pty Ltd or its nominee. A prior mandate with an alternate advisor, BBY, ceased in late March 2015.

7.12 Interests of experts and advisers

This section applies to persons named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus, promoters of the Company and stockbrokers or arrangers (but not subunderwriters) to the Offer (collectively Prescribed Persons ).

Other than as set out below or elsewhere in this Prospectus, no Prescribed Person has, or has had in the last two years, any interest in:

(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired in connection with the formation or promotion of the Company or the Offer; or
(c) the Offer of New Securities under this Prospectus.

Other than that as set out below or elsewhere in this Prospectus, no benefit has been given or agreed to be given to any Prescribed Person for services provided by a Prescribed Person in connection with the:

(a) formation or promotion of the Company; or
(b) offer of New Securities under this Prospectus.

Triple C Consulting Pty Ltd is the underwriter to the Offer, in respect of which it is entitled to receive fees and commission under the Underwriting Agreement as set out in section 7.11 above.

HopgoodGanim are acting as solicitors to the Offer and have performed work in relation to the Prospectus. In doing so, HopgoodGanim have placed reasonable reliance upon information provided to them by the Company. HopgoodGanim does not make any statement in this Prospectus. In respect of this work, the Company estimates that it will pay approximately $50,000 (excluding disbursements and GST) to HopgoodGanim. HopgoodGanim are the

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Company’s Australian lawyers and are engaged from time to time by the Company on a variety of matters. Further amounts may be paid to HopgoodGanim in accordance with its normal time based charges.

RSM Bird Cameron Partners are auditors to the Company. RSM Bird Cameron Partners does not make any statement in this Prospectus. Amounts may be paid to RSM Bird Cameron Partners in accordance with its normal time based charges.

7.13 Limitation on foreign ownership

The Foreign Acquisitions and Takeovers Act ( FATA ) sets limitations on the ability of foreign persons to hold shares or other securities convertible into shares (such as options) in an Australian company. Foreign persons whom are controlled by a foreign government may also be subject to further requirements under Australia’s Foreign Investment Policy as published by the Foreign Investment Review Board from time to time.

The FATA regulates acquisitions giving rise to ownership of substantial amounts of a company’s shares.

The FATA prohibits:

(a) any natural person not ordinarily resident in Australia; or
(b) any corporation in which either a natural person not ordinarily resident in Australia or a foreign corporation (as defined in the FATA) holds a controlling interest; or
(c) two or more such persons or corporations,

from acquiring or entering into an agreement to acquire an interest in an existing Australian corporation if after the acquisition such person or corporation would hold a substantial interest in a corporation, or where two or more persons or corporations would hold an aggregate substantial interest (defined below), without first applying in the prescribed form for approval by the Australian Treasurer and receiving such approval or receiving no response in the 40 days after such application was made.

A foreign shareholder will not be required to seek approval by the Australian Treasurer where they are acquiring their entitlement under a pro-rata entitlement offer.

Acquisitions of interests may include the acquisition of shares, options or any other instrument which may be converted to shares, as well as any other type of arrangement which results in control of the corporation.

A holder will be deemed to hold a substantial interest in a corporation if the holder alone or together with any associates (as defined in the FATA) is in a position to control not less than 15% of the voting power in the corporation or holds interests in not less than 15% of the issued shares in that corporation. Two or more holders hold an aggregate substantial interest in a corporation if they, together with any associates (as so defined), are in a position to control not less than 40% of the voting power in that corporation or hold not less than 40% of the issued Shares in that corporation. The Constitution of the Company contains no limitations on a nonresident’s right to hold or vote the Company’s Shares.

7.14 Subsequent events

There has not arisen, at the date of this Prospectus any item, transaction or event of a material or unusual nature not already disclosed in this Prospectus which is likely, in the opinion of the Directors of the Company to affect substantially:

(a) the operations of the Company,

Page 43 of 50

(b) the results of those operations; or
(c) the state of affairs of the Company.

7.15 Litigation

The Company is not engaged in any litigation which has or would be likely to have a material adverse effect on either the Company or its business.

7.16

Privacy

By submitting an Entitlement and Acceptance Form for New Securities you are providing to the Company personal information about yourself. If you do not provide complete and accurate personal information, your application may not be able to be processed.

The Company maintains the register of members of the Company through Computershare Investor Services Pty Ltd an external service provider. The Company requires Computershare Investor Services Pty Limited to comply with the National Privacy Principles with performing these services. The Company's register is required under the Corporations Act to contain certain personal information about you such as your name and address and number of shares and options held. In addition the Company collects personal information from members such as, but not limited to, contact details, bank accounts and membership details and tax file numbers.

This information is used to carry out registry functions such as payment of dividends, sending annual and half yearly reports, notices of meetings, newsletters and notifications to the Australian Taxation Office. In addition, contact information will be used from time to time to inform members of new initiatives concerning the Company.

The Company understands how important it is to keep your personal information private. The Company will only disclose personal information we have about you:

(a) when you agree to the disclosure;
(b) when used for the purposes for which it was collected;
(c) when disclosure is required or authorised by law;
(d) to other members in the SmartTrans group of companies;
(e) to your broker;
(f) to external service suppliers who supply services in connection with the administration of the Company's register such as mailing houses and printers, Australia Post and financial institutions.

You have the right to access, update and correct your personal information held by the Company and Computershare, except in limited circumstances. If you wish to access, update or correct your personal information held by Computershare or by the Company please contact the Company.

If you have any questions concerning how the Company handles your personal information please contact the Company.

7.17 Expenses of the Offer

All expenses connected with the Offer are being borne by the Company. Total expenses of the Offer are estimated to be in the order of $430,000. As referred to in Section 7.11(a)(3), the

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Company will also issue 5,000,000 Success Options to the Underwriter on the successful completion of the Offer.

7.18 Consents and disclaimers

Written consents to the issue of this Prospectus have been given and at the time of this Prospectus have not been withdrawn by the following parties:

Triple C Consulting Pty Ltd has given and has not withdrawn its consent to be named in this Prospectus as the lead manager and underwriter in the form and context in which it is named. It takes no responsibility for any part of the Prospectus other than references to its name.

HopgoodGanim has given and has not withdrawn its consent to be named in this Prospectus as lawyers to the Offer in the form and context in which it is named. It takes no responsibility for any part of the Prospectus other than references to its name.

RSM Bird Cameron Partners has given and has not withdrawn its consent to be named in this Prospectus as auditors of the Company in the form and context in which it is named. It takes no responsibility for any part of the Prospectus other than references to its name.

Computershare Investor Services Pty Ltd has given and, at the date of this Prospectus, has not withdrawn, its written consent to be named as Share Registrar in the form and context in which it is named. It has had no involvement in the preparation of any part of the Prospectus other than being named as Share Registrar to the Company and has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of the Prospectus.

7.19 Directors’ statement

This Prospectus is issued by SmartTrans Holdings Limited. Each director has consented to the lodgement of the Prospectus with ASIC.

Signed on the date of this Prospectus on behalf of SmartTrans Holdings Limited by

==> picture [83 x 74] intentionally omitted <==

.................................................................... Dr Geoffrey W Raby Chairman

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8. Definitions and glossary

Terms and abbreviations used in this Prospectus have the following meaning:

Acceptance	An acceptance of Entitlements
Acceptance Money	The Offer Price multiplied by the number of New Securities accepted for
Additional Securities	Has the meaning given in Section 1.9
Applicant	A person who submits an Entitlement and Acceptance Form
ASIC	Australian Securities and Investments Commission
ASX	ASX Limited and the Australian Securities Exchange
ASX Listing Rules	The official listing rules of the ASX
ASX Settlement	ASX Settlement Pty Ltd
ASX Settlement Operating Rules	The operating rules of ASX Settlement
Board	The board of directors of SmartTrans
Business Day	A day, other than a Saturday, Sunday or public holiday, on which banks are open for general banking business in Perth
Closing Date	The date by which valid acceptances must be received by the Share Registry being 16 June 2015 or such other date determined by the Board and the Underwriter
Company or SmartTrans	SmartTrans Holdings Limited ACN 009 065 650
Constitution	The Constitution of the Company
Corporate Governance Principles and Recommendation	Corporate Governance Principles and Recommendation 3rd Edition initially released by the ASX Corporate Governance Council in March 2014
Corporations Act	_Corporations Act_2001 (Cth)
Directors or Board	The Board of directors of SmartTrans from time to time
Eligible Shareholder	A shareholder of the Company that holds Shares in the Company on the Record Date with a registered address in Australia, New Zealand, Hong Kong or the Philippines
Entitlement and Acceptance Form or Form	An entitlement and acceptance form in the form accompanying this Prospectus
Entitlements	The entitlement to accept New Shares and New Options under this Prospectus
Existing Options	All existing options to subscribe for Shares currently on issue as at the date of this Prospectus
Group	The Company and each of its wholly owned subsidiaries
Ineligible Shareholders	Has the meaning given in Section 2.10
Law	The_Corporations Act_or any relevant and applicable law in Australia
Mandate Agreement	The mandate agreement between the Company and Triple C ConsultingPtyLtd dated 11 May2015 appointingTriple C

Page 46 of 50

	Consulting Pty Ltd as the lead manager of the Offer
New Options	The new Options offered under this Prospectus
New Securities	The New Options and New Shares offered under this Prospectus
New Shares	The Shares offered under this Prospectus
Offer	The offer and issue of New Shares and New Options in accordance with this Prospectus
Offer Price	$0.02 for each New Share applied for
Official List	The official list of entities that ASX has admitted and not removed
Official Quotation	Quotation on the Official List
Opening Date	26 May 2015
Option Holders	The holders of the Existing Options
Options	Options on issue in the Company from time to time
Prospectus	This Prospectus dated 15 May 2015 as modified or varied by any supplementary prospectus made by the Company and lodged with the ASIC from time to time and any electronic copy of this prospectus and supplementary prospectus
Record Date	21 May 2015
Register	Company Register of SmartTrans
Securities	Has the same meaning as in section 92 of the_Corporations_ Act
Share Registry or Computershare	Computershare Investor Services Pty Ltd
Shares	The ordinary shares on issue in SmartTrans from time to time
Shareholders	The holders of Shares from time to time
Shortfall	Those New Securities for which the Entitlement lapses
Shortfall Offer	The offer of the Shortfall on the terms and conditions set out in section 1.12 of this Prospectus and which is made under the terms of this Prospectus, whether it is being made to Eligible Shareholders or new investors (at the discretion of the Underwriter and the Company) using a separate Shortfall Application Form
Shortfall Application Form	A Shortfall application form to be provided to potential investors together with the Prospectus at the absolute discretion of the Directors and the Underwriter to allow third parties to subscribe for the Shortfall under the Shortfall Offer
Underwriter	Triple C Consulting Pty Ltd
Underwriting Agreement	The underwriting agreement between the Company and Triple C Consulting Pty Ltd dated 11 May 2015 appointing Triple C Consulting Pty Ltd as the underwriter
US Securities Act	The US Securities Act of 1933, as amended.

Page 47 of 50

Appendix A

(ASX Announcements)

Date	Title of Announcement
12/05/2015	SMA $5.5m Capital Raising
12/05/2015	Appendix 3B
11/05/2015	SmartPay April Revenue Update
30/04/2015	Appendix 4C - quarterly
23/04/2015	Initial Directors Interest Notice
23/04/2015	SmartTrans - Appointment of Gregory Simpson
21/04/2015	SmartTrans China Telecom Finance Product
9/04/2015	SmartTrans March Revenue Update
31/03/2015	SmartTrans 1 millionth customer
24/03/2015	SmartTrans expands Direct Carrier Billing
19/03/2015	ESN: Appointment of Senior Executive and Company Update
17/03/2015	SMA Revenue Update
10/03/2015	New Billing Streams
2/03/2015	Half Year Accounts
2/03/2015	Appendix 4D
2/02/2015	SmartTrans Investor Update
2/02/2015	Appendix 4C - quarterly
28/01/2015	SMA Quarterly Report
15/12/2014	Research Coverage Update
10/12/2014	SmartTrans Billing Update
9/12/2014	Disclosure Document
5/12/2014	Appendix 3B
5/12/2014	SmartTrans to develop Apps for CITS
26/11/2014	SmartTrans Achieves Record Number of Subscribers
18/11/2014	SMA Confirms Receipt of Funds
18/11/2014	SMA Cleansing Statement
18/11/2014	Appendix 3B
18/11/2014	Results of Meeting
18/11/2014	CEO's Presentation
18/11/2014	Chairman's Address to Shareholders
12/11/2014	SMA New Apps & Revenue
4/11/2014	Supplementary NOM - Issue of Options
3/11/2014	Ta Kung Pao Online News

Page 48 of 50

30/10/2014	Private Placement
28/10/2014	Trading Halt Request
28/10/2014	Trading Halt
21/10/2014	Notice of Annual General Meeting/Proxy Form
17/10/2014	Investor Presentation
17/10/2014	Investor Update
13/10/2014	SMA Research coverage
9/10/2014	Quarterly Cashflow Report
9/10/2014	Quarterly Activities Report
7/10/2014	Expired Options

Page 49 of 50

Corporate Directory

Directors	Solicitors to the Offer	Auditors
Dr Geoffrey W Raby (Non-Executive Chairman) Andrew D Forsyth (Non-Executive Director) Bryan E Carr (Executive Director) Ian R Hawkins (Executive Director) Yui Tang (Non-Executive Director) Gregory L Simpson (Non-Executive Director)	HopgoodGanim Level 27 Allendale Square 77 St Georges Terrace Perth WA 6000 Tel: + 61 8 9211 8111 www.hopgoodganim.com.au	RSM Bird Cameron Partners 8 St Georges Terrace Perth WA 6000 Tel: +61 8 9261 9100 www.rsmi.com.au
Administration and Registered Office	Lead Manager	Underwriter
Level 1 10 Queens Road MELBOURNE VIC 3004 Tel: +61 3 9866 7333 Fax: + 61 3 9866 7303 www.smarttrans.com.au	Triple C Consulting Pty Ltd PO Box 8539 PERTH BC WA 6849	Triple C Consulting Pty Ltd PO Box 8539 PERTH BC WA 6849
Share Registry
Computershare Investor Services Pty Ltd Level 2, 45 St Georges Terrace, Perth, WA 6000 Tel: 1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Page 50 of 50

SmartTrans Holdings Limited ABN 86 009 065 650

For all enquiries:

==> picture [15 x 15] intentionally omitted <==

Phone:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

T 000001 000 SMA MR SAM SAMPLE 123 SAMPLE STREET SAMPLETOWN VIC 3000

Make your payment:

See overleaf for details of the Offer and how to make your payment

Non-Renounceable Rights Issue — Entitlement and Acceptance Form

 [Your payment must be received by 5.00pm (Perth time), Tuesday 16 June 2015]

This is an important document that requires your immediate attention. It can only be used in relation to the shareholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.

Step 1: Registration Name & Offer Details

Details of the shareholding and entitlements for this Offer are shown overleaf.

Please check the details provided and update your address via www.investorcentre.com if any of the details are incorrect.

If you have a CHESS sponsored holding, please contact your Controlling Participant to notify a change of address.

Step 2: Make Your Payment

You can apply to accept either all or part of your Entitlement. Enter the number of New Shares you wish to apply for and the amount of payment for those New Shares.

By making your payment you confirm that you agree to all of the terms and conditions as detailed in the Prospectus dated 15 May 2015.

Choose one of the payment methods shown below.

BPAY[®] : See overleaf. Do not return the payment slip with BPAY payment.

By Mail: Complete the reverse side of the payment slip and detach and return with your payment. Make your cheque, bank draft or money order payable in Australian dollars to " SmartTrans Holdings Limited " and cross " Not Negotiable ". The cheque must be drawn from an Australian bank. Cash is not accepted.

Payment will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques received may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the payment slip. Receipts will not be forwarded. Funds cannot be debited directly from your account.

Entering your contact details is not compulsory, but will assist us if we need to contact you.

Turn over for details of the Offer è

SmartTrans Holdings Limited Non-Renounceable Rights Issue Payment must be received by 5.00pm (Perth time), Tuesday 16 June 2015

® Registered to BPAY Pty Limited ABN 69 079 137 518

916CR_0_Sample_CA/000001/000001/i

Entitlement and Acceptance Form with Additional Shares

X 9999999991 I ND

Registration Name & Offer Details

MR SAM SAMPLE Registration Name: 123 SAMPLE STREET SAMPLETOWN VIC 3000

[For your security keep your SRN/] HIN confidential.

Entitlement No: 12345678

Offer Details:

Existing shares entitled to participate as at 7pm (Perth time), Thursday 21 May 2015: Entitlement to New Shares on a 1 New Share for every 7 Shares held basis: Amount payable on full acceptance at $0.02 per New Share:

4,000 1 $0.01

Make Your Payment

Pay by Mail:

Biller Code: 32144 Ref No: 1234 5678 9123 4567 89 

Make your cheque, bank draft or money order payable to " SmartTrans Holdings Limited " and cross " Not Negotiable ". Return your cheque with the below payment slip to: Computershare Investor Services Pty Limited GPO BOX 505 Melbourne Victoria 3001 Australia

Contact your financial institution to make your payment from your cheque or savings account.

Lodgement of Acceptance

If you are applying for New Shares and your payment is being made by BPAY , you do not need to return the payment slip below. Your payment must be received by no later than 4.00pm (Perth time), Tuesday 16 June 2015. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. Neither Computershare Investor Services Pty Limited (CIS) nor SmartTrans Holdings Limited accepts any responsibility for loss incurred through incorrectly completed BPAY payments. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time.

If you are paying by cheque, bank draft or money order the payment slip below must be received by CIS by no later than 5.00pm (Perth time), Tuesday 16 June 2015. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for shareholders in Australia. Other Eligible Shareholders will need to affix the appropriate postage. Return the payment slip below with cheque attached. Neither CIS nor SmartTrans Holdings Limited accepts any responsibility if you lodge the payment slip below at any other address or by any other means.

Privacy Notice

The personal information you provide on this form is collected by Computershare Investor Services Pty Limited (CIS), as registrar for the securities issuers (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. In addition, the issuer may authorise us on their behalf to send you marketing material or include such material in a corporate communication. You may elect not to receive marketing material by contacting CIS using the details provided above or emailing [email protected]. We may be required to collect your personal information under the Corporations Act 2001 (Cth) and ASX Settlement Operating Rules. We may disclose your personal information to our related bodies corporate and to other individuals or companies who assist us in supplying our services or who perform functions on our behalf, to the issuer for whom we maintain securities registers or to third parties upon direction by the issuer where related to the issuer’s administration of your securityholding, or as otherwise required or authorised by law. Some of these recipients may be located outside Australia, including in the following countries: Canada, India, New Zealand, the Philippines, the United Kingdom and the United States of America. For further details, including how to access and correct your personal information, and information on our privacy complaints handling procedure, please contact our Privacy Officer at [email protected] or see our Privacy Policy at http://www.computershare.com/au.

Detach here

SmartTrans Holdings Limited Acceptance Payment Details

==> picture [33 x 69] intentionally omitted <==

Entitlement taken up: Number of Additional New Shares applied for: Amount enclosed at $0.02 per New Share: A$ .

Payment must be received by 5.00pm (Perth time), Tuesday 16 June 2015

12345678

Entitlement No: 12345678

MR SAM SAMPLE 123 SAMPLE STREET SAMPLETOWN VIC 3000

Contact Details

Contact Daytime Name Telephone

Cheque Details Drawer Cheque Number BSB Number Account Number Amount of Cheque

==> picture [540 x 21] intentionally omitted <==

123456789123456789+0000000001-3051+14

AI assistant

ORCODA LIMITED — Capital/Financing Update 2015

65482_rns_2015-05-14_e5c3f13a-d98b-4d6b-b979-52d702d51f78.pdf

Prospectus

The Offer is underwritten by Triple C Consulting Pty Ltd

This document is important and it should be read in its entirety

Table of Contents

Important information

Offer statistics

Key dates for investors

Important notice

Foreign shareholders

New Zealand

Hong Kong

Philippines

United States

How to accept Entitlement to New Securities

Enquiries

Deciding to accept the Offer

Terms used

Forward looking statements

No representations

Chairman’s letter

1.1 The Offer

1.2 Minimum subscription

1.3 Purpose of the Offer

China

Australia

1.4 Investment highlights

1.5 Risk factors

1.6 New Share terms

1.7 New Option terms

1.8 Acceptance of Entitlement to New Securities

1.9 Applying for Additional Securities

1.10

Directors intentions in respect of Entitlements

1.11 Lead Manager and Underwriter

1.12 Shortfall and dilution of Shareholder’s interests

2. Details of the Offer

2.1 Offer to Eligible Shareholders

2.2 Important dates

2.3 Allotment and allocation policy

2.4 ASX listing

2.5 CHESS

2.6 No rights trading

2.7

Minimum subscription

2.8 Lead Manager and Underwriter

2.9 Option Holders

2.10 Overseas shareholders

New Zealand

Hong Kong

Philippines

2.11 Notice to nominees and custodians

2.12 Electronic prospectus

3. How to apply

3.1 How to accept your entitlement

Take up your Entitlement in full

Take up some of your Entitlement

Take up your Entitlement in full and apply for Additional Securities

Do nothing

General

3.2

Binding effect of Entitlement and Acceptance Form

4. Com pany Information

4.1 Introduction

4.2 Company Update

(a) Financial Result

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the 9 months ended 31 March 2015 (unaudited)

4.3 The Directors

Dr Geoffrey W Raby- Non-Executive Chairman

Andrew D Forsyth- Non-Executive Director

Bryan E Carr- Executive Director

Ian R Hawkins- Executive Director

Yui Tang- Non-Executive Director

Gregory L Simpson- Non-Executive Director

4.4 Senior Management (excluding Directors)

David Thomson - Chief Financial Officer & Co. Secretary

5. Effect of the Offer on the Com pany

5.1 Financial position

ORCODA LIMITED Capital/Financing Update 2015