ORTHOCELL LIMITED — Major Shareholding Notification 2018

Jan 18, 2018

Form 604 Corporations Law 671B

Notice of change in interests of substantial holder

To: Company Name/Scheme: Orthocell Limited

ACN/ARSN 57 118 897 135

1. Details of substantial holder[(1)]

Name[Qi Xiao Zhou ]

ACN/ARSN (if applicable)

There was a change in the interests of the substantial holder on 12/01/2018

The previous notice was given to the company on 08/08/2014

The previous notice was dated 08/08/2014

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate[(2)] had a relevant interest[(3)] in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities(4)	Previous notice	Previous notice	Present notice	Present notice
	Person's votes	Voting power(5)	Person's votes	Voting power(5)
Ordinary Shares	5,955,673	7.22%	5,996,241	5.45% based on
				109,964,253 Ordinary
				Shares

3. Changes in relevant interests

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

Date of	Person whose relevant	Nature of change(6)	Consideration	Class and number	Person's votes
change	interest changed		given in relation	of securities	affected
			to change(7)	affected
26/02/2016	Qi Xiao Zhou	Issue of shares in Placement	$0.345 per	40,568	40,568
			share
12/01/2018	Qi Xiao Zhou	Dilution due to Placements	Nil	5,996,241	5,996,241
		and SPP

4. Present relevant interests

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

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FORM 604 NOTICE OF CHANGE OF SUBSTANTIAL SHAREHOLDER

DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

(2) See the definition of "associate" in section 9 of the Corporations Law.

(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Law.

(4) The voting shares of a company constitute one class unless divided into separate classes.

(5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

(6) Include details of:

(a) any relevant agreement or other circumstance because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

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

(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

(9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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