SEQUOIA FINANCIAL GROUP LTD — AGM Information 2012

Oct 30, 2012

31 October 2012

ASX Announcement & Media Release

MDS Financial Group Limited

ACN 091 744 884

Level 37 Rialto South Tower 525 Collins Street Melbourne VIC 3000 T: +61 3 9617 0600 F: +61 3 9617 0699 asx@mdsfi nancial.com.au www.mdsfi nancial.com.au

ASX Code: MWS

Directors

Sean Rothsey Chairman and Non Executive Director Wayne Johnson Deputy Chairman and Executive Director Richard Symon Executive Director Jamie Khoo Independent Non-Executive Director

Secretariat

Andrew Phillips Company Secretary

333.8 million listed shares 12.5 million unlisted options

Notice of Annual General Meeting

Attached is the Notice of Annual General Meeting to be held on 30 November 2012.

Andrew Phillips Company Secretary

END

ABOUT MDS FINANCIAL GROUP

MDS Financial Group is a full-service corporate advisory and capital markets specialist with clients in Australia and the Asia-Pacifi c region. The Company is listed on the Australian Securities Exchange Ltd (ASX), and has three licensed subsidiaries. One of its licensed subsidiaries is an ASX market participant, with institutional and third-party wholesale brokerage facilities underpinned by substantial retail online trading and market data services.

For more information please contact:

Sean Rothsey Chairman MDS Financial Group Limited Phone: +852 6204 7956

Wayne Johnson Deputy Chairman MDS Financial Group Limited Phone: +61 2 8226 3330 Mobile: +61 411 544 449

NOTICE OF ANNUAL GENERAL MEETING

31 October 2012

Dear Shareholder,

MDS Financial Group Limited Annual General Meeting – 30 November 2012 at 11.00am

It gives me great pleasure to invite you to attend MDS Financial Group's Annual General Meeting and I enclose the Notice of Meeting which sets out the items of business.

The meeting will be held at 11.00am on Friday 30 November 2012 in the MDS Financial Group's Board Room at Level 14, Goldfields House, 1 Alfred Street, Sydney NSW.

The Board of Directors of MDS Financial Group considers the Annual General Meeting to be an important event on our calendar and we look forward to the opportunity to update you on the Company's performance for the year and also answer any questions you may have regarding changes that have occurred at MDS Financial Group over the past 12 months.

In addition to the ordinary business of considering the financial and remuneration reports for the 2012 Financial Year there are a number of additional items we will be asking Shareholders to consider, including the re-election of one of our directors, the issue of Shares and changes to Company Auditor appointments.

Details of these items are included in the enclosed Notice of Meeting.

If you have questions in relation to any of these items, or in relation to the upcoming Annual General Meeting, please call MDS Financial Group on +61 3 9617 0600.

If you are not able to attend the meeting to vote in person, please complete the enclosed proxy form and return it by mail or fax.

The Board recommends that you vote in favour of all items of business.

Finally, t invite yo the Board of ou to join us f f Directors an for light refre nd members eshments foll of the Comp owing the m pany's senior meeting. manageme nt would like to

I look fo rward to wel coming you t to the 2012 A Annual Gene eral Meeting .

Yours S incerely,

Sean P Chairma MDS Fin Rothsey an nancial Grou up Limited

MDS FINANCIAL GROUP LIMITED NOTICE OF ANNUAL GENERAL MEETING

TIME: 11.00am (AEDT)

• DATE: 30 November 2012
• PLACE: Level 14 Goldfields House 1 Alfred Street Sydney, NSW 2000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (61 3) 9617 0600.

CONTENTS

Notice of Annual General Meeting	3
Explanatory Statement	12
Glossary	24
Proxy Form	Attached

VENUE

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11.00am (AEDT) on 30 November 2012 at:

Level 14 Goldfields House 1 Alfred Street Sydney, NSW 2000

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

• 1. A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. You must return both proxy forms together in the same envelope.
• 1. A proxy need not be a Shareholder of the Company.
• 1. To vote by proxy, please complete and sign the enclosed Proxy Form in accordance with the instructions set out in the Proxy Form. Please review the instructions carefully.
• 1. If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.
• 1. If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box on the bottom of page 1 of the Proxy Form marked "Important Note". By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of a particular resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chairman intends to vote 100% of all open proxies in favour of each resolution. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in computing the required majority if a poll is called on the resolution.
• 1. If a corporate representative of a company Shareholder (or a body corporate appointed as proxy for one or more Shareholders) is to attend the Meeting, a properly executed original (or certified copy) of the appropriate "Certificate of Appointment of Corporate Representative" should be produced for admission to the Meeting. Previously lodged "Certificates of Appointment of Corporate Representative" will be disregarded by the Company.
• 1. If an attorney is to attend the Meeting on behalf of a Shareholder, a properly executed original (or originally certified copy) of an appropriate power of attorney should be produced for admission to the Meeting. Previously lodged powers of attorney will be disregarded by the Company.
• 1. Signing Instructions You must sign the Proxy Form as follows in the spaces provided:

Individual:	Where the holding is in one name, the Shareholder must sign.
Joint Holding:	Where the holding is in more than one name, all theShareholders should sign.
Power of Attorney:	If you are signing under a power of attorney, you must lodgean original or certified photocopy of the appropriate power ofattorney with your completed Proxy Form.

Companies: Where the company has a sole director who is also the sole company secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations

Act 2001) does not have a company secretary, a sole director can also sign alone.

Otherwise this form must be signed by a director jointly with either another director or a company secretary. Please indicate the office held by signing in the appropriate place.

• 1. Completed Proxy Forms (together with any authority under which the proxy was signed or a certified copy of the authority) must be returned before 11am on 28 November 2012 in one of the following three ways:
  • By mail to : Andrew Phillips Company Secretary MDS Financial Group Ltd PO Box 274 Collins Street West Melbourne VIC 8007
  • By facsimile: +61 3 9617 0699
  • By email: andrew.phillips@mdsfinancial.net

NOTICE OF GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders will be held at 11.00am (AEDT) on 30 November 2012 at Level 14, Goldfields House, 1 Albert Street, Sydney, NSW 2000.

The Explanatory Statement provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company at 11.00am (AEDT) on 28 November 2012.

Terms and abbreviations used in the Notice of Meeting are defined in the Glossary.

AGENDA ORDINARY BUSINESS

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2012 together with the declaration of the Directors, the Directors' Report, the Remuneration Report and the Auditor's Report.

2. RESOLUTIONS

RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

"That for the purposes of Section 250R(2) of the Corporations Act, and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company's annual financial report for the financial year ended 30 June 2012."

Voting Exclusion Statement:

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

(b) a Closely Related Party of such a member, collectively referred to as a Prohibited Voter.

However, a Prohibited Voter may vote on this Resolution if:

(a) the Prohibited Voter does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 1; and,

(b) the vote is not cast on behalf of a Prohibited Voter.

RESOLUTION 2: RATIFICATION OF ISSUE OF 4,761,905 SHARES

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purpose of ASX Listing Rules 7.1 and 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 4,761,905 Shares on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 2 by:

• (a) any person who participated in the issue (Participant); or
• (b) any associate of a Participant.

However, the entity must not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 3: RATIFICATION OF ISSUE OF 16,666,666 SHARES

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purpose of ASX Listing Rules 7.1 and 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 16,666,666 Shares on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 3 by:

• (a) any person who participated in the issue (Participant); or
• (b) any associate of a Participant.

However, the entity must not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 4: APPROVAL TO ISSUE OF 50,000,000 SHARES AND 16,666,667 OPTIONS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.1 and all other purposes, approval is given for the Company to allot and issue up to 50,000,000 Shares and 16,666,667 Options on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 4 by:

• (a) any person who may participate in the proposed issue (Participant);
• (b) any person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary Shares) if the Resolution is passed; and
• (b) any associate of a Participant.

However, the entity must not disregard a vote if:

(a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

(b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 5: APPROVAL FOR ADDITIONAL PLACEMENT CAPACITY

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

"That, for the purposes of ASX Listing Rule 7.1A and all other purposes, the Company approves the allotment and issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) on the terms and conditions set out on the Explanatory Statement."

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 5 by:

• (a) any person who may participate in the proposed issue (Participant);
• (b) any person who might obtain a benefit (other than a benefit solely in the capacity of a holder of ordinary Shares) if the Resolution is passed; and
• (c) any associate of a Participant.

However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

RESOLUTION 6: RE-ELECTION OF A DIRECTOR – MR SEAN ROTHSEY

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That for the purpose of Rule 3.6 of the Constitution and for all other purposes, Mr Sean Rothsey, who retires by rotation, and being eligible, is re-elected as a Director."

RESOLUTION 7: APPPOINTMENT OF HALL CHADWICK AS AUDITOR

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of section 327B of the Corporations Act and for all other purposes, having been nominated for appointment as the Company's auditor and having consented in writing to act, that Hall Chadwick be appointed as auditor of the Company, to take effect from the time at which the resignation of BDO East Coast Partnership takes effect."

DATED: 31 OCTOBER 2012 BY ORDER OF THE BOARD

ANDREW PHILLIPS COMPANY SECRETARY

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 11.00am (AEDT) on 30 November 2012 at Level 14, Goldfields House, 1 Alfred Street, Sydney, NSW 2000.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2012 together with the declaration of the Directors, the Directors' Report, the Remuneration Report and the Auditor's Report.

The Company will not provide a hard copy of the Company's Annual Financial Report to Shareholders unless specifically requested to do so. Shareholders may view the Company's Annual Financial Report on its website at www.mdsfinancial.com.au.

2. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

2.1. General

The Remuneration Report is set out in the Directors' Report in the Company's 2012 Annual Financial Report. The Remuneration Report sets out the Company's remuneration arrangement for the Directors and senior management of the Company.

Section 250R (2) of the Corporations Act requires that a resolution to adopt the Remuneration Report be put to the vote of the Shareholders at the Annual General Meeting. However, Shareholders should note that the vote on Resolution 1 is advisory only and is not binding on the Company or its Directors.

If at least 25% of the votes cast on Resolution 1 are votes against adoption of the Remuneration Report at the Annual General Meeting, and then again at the company's 2013 Annual General Meeting, the Company will be required to put to shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the company (Spill Resolution).

If more than 50% of shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting (Spill Meeting) within 90 days of the Company's 2013 Annual General Meeting. All of the directors who were in office when the Company's 2013 Directors' Report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as directors is approved will be the Directors of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

2.2. Proxy Restrictions

Pursuant to the Corporations Act, if you elect to appoint the Chair, or another member of Key Management Personnel whose remuneration details are included in the Remuneration Report or any Closely Related Party of that member as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote (or, if the Chair is appointed as your proxy you may elect to place a mark in the box on the bottom of page 1 of the Proxy Form marked "Important Note"). Where you do not direct a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report or Closely Related Party of that member on how to vote on this Resolution 1 (or if the Chair is appointed as your proxy and you do not either direct the Chair how to vote on this Resolution 1 or place a mark in the box on the bottom of page 1 of the Proxy Form marked "Important Note"), the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1.

2.3. Definitions

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;
• (b) a child of the member's spouse;
• (c) a dependent of the member or the member's spouse;

(d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the members dealing with the entity;

(e) a company the member controls; or

(f) a person prescribed by the Corporations Regulations 2001 (Cth).

Remuneration Report means the remuneration report set out in the Directors' Report section of the Company's Annual Financial Report for the year ended 30 June 2012.

3. RESOLUTION 2: RATIFICATION OF ISSUE OF 4,761,905 SHARES

3.1. General

Resolution 2 seeks ratification of the prior allotment and issue by the Company of 4,761,905 Shares (TCA Shares). The TCA Shares were issued within the Company's existing capacity under ASX Listing Rule 7.1.

The TCA Shares were issued pursuant to the terms of a Secured Loan Agreement entered into on 14 March 2012 with TCA Global Credit Master Fund, LP (TCA), under which TCA agreed to provide the Company with a debt funding facility of US$2 million, of which US$600,000 was drawn down (Loan). A total of 4,761,905 Shares were issued to TCA at an issue price of two cents per share under the

terms of the Secured Loan Agreement in respect to corporate banking and advisory fees in the establishment of the Loan.

The ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 provides that an issue by a company of equity securities made without approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 and the company's members subsequently approve it.

While the outcome of Resolution 2 will have no effect on the issue of the Shares in question, Shareholder approval will restore the Company's ability to issue further equity securities under ASX Listing Rule 7.1 in the next 12 months from the date of issue, to the extent of the 4,761,905 Shares.

3.2. Information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the TCA Shares:

(a) The number of securities allotted

The number of Shares allotted and issued was 4,761,905 Shares.

(b) Issue Price

The Shares were issued at a price of 2 cents per share.

(c) Terms of the Securities

The Shares issued are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares.

(d) Name of Allottees

The allotment was made to TCA Global Credit Master Fund, LP, an institutional investor.

(e) Intended use of Funds Raised

No funds were raised from the issue of the TCA Shares. The TCA Shares were issued in respect of corporate banking and advisory fees in the establishment of the Loan.

(f) Voting Exclusion

A voting exclusion statement forms part of this notice.

3.3. Board Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3: RATIFICATION OF ISSUE OF 16,666,666 SHARES

4.1. Background to Fortunehao Placement

As announced to the ASX on 3 October 2012, the Company entered into a binding letter of offer (Binding Letter) with Fortunehao Capital and Shanghai Fortunehao Investment and Management Ltd or its nominee, (Fortunehao) for the investment by Fortunehao of AUD$1,000,000 in the Company in consideration for a placement of 66,666,667 Shares to Fortunehao at an issue price of 1.5 cents per Share (Fortunehao Shares). In addition to the Fortunehao Shares, under the terms of the Binding Letter, Fortunehao is entitled to be issued one free attaching option for every four shares subscribed, with an exercise price of four cents over a 2-year term and otherwise on the terms and conditions set out in Schedule 1 (Attaching Options).

The Company's relationship with Fortunehao will allow the Company to expand its activity in People's Republic of China (PRC). Fortunehao is a large financial services provider in PRC with a strong interest in the Company's trading software application. Fortunehao also presents strong opportunities for the Company to secure Corporate Advisory business activity.

At the time of the issue of this Notice of Meeting a quarter of the placement of Fortunehao Shares, being AUD$250,000 (Tranche 1), has been committed by Fortunehao. It is anticipated that as at the date of this Meeting that 16,666,666 Shares (Tranche 1 Shares) will have been issued to Fortunehao under ASX Listing Rule 7.1. The Tranche 1 Shares are the subject of ratification under Listing Rule 7.4 in accordance with this Resolution 3. In accordance with the terms of the Binding Letter, the remaining $AUD750,000 will be invested in the Company by Fortunehao (Tranche 2) and a further 50,000,000 Shares (Tranche 2 Shares) will be issued to Fortunehao, subject to Shareholder approval in accordance with Resolution 4 detailed below.

Following the issue of all of the Fortunehao Shares, Fortunehao will hold 66,666,667 Shares to equal 17.4% of the Company's total issued share capital.

4.2. Ratification of Tranche 1 Shares

Resolution 3 seeks ratification of the prior allotment and issue by the Company of the Tranche 1 Shares. The Tranche 1 Shares are anticipated to have been issued within the Company's existing capacity under ASX Listing Rule 7.1.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 provides that an issue by a company of equity securities made without approval under ASX Listing Rule 7.1 is treated as having been made with approval for the purposes of ASX

Listing Rule 7.1 if the issue did not breach ASX Listing Rule 7.1 and the company's members subsequently approve it.

While the outcome of Resolution 3 will have no effect on the issue of the Shares in question, Shareholder approval will restore the Company's ability to issue further equity securities under ASX Listing Rule 7.1 in the next 12 months from the date of issue, to the extent of the 16,666,666 Shares.

4.3. Information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the TCA Shares:

(a) The number of securities allotted

The number of Shares allotted and issued was 16,666,666 Shares.

(b) Issue Price

The Shares were issued at a price of 1.5 cents per share.

(c) Terms of the Securities

The Shares issued are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares.

(d) Name of Allottees

The allotment was made to Fortunehao Capital and Shanghai Fortunehao Investment and Management Ltd.

(e) Intended use of Funds Raised

The Company intends to use the funds raised to provide balance sheet surety and working capital for legacy items.

(f) Voting Exclusion

A voting exclusion statement forms part of this notice.

4.4. Board Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 3.

5. RESOUTION 4: APPROVAL TO ISSUE 50,000,000 SHARES AND 16,666,667 OPTIONS

5.1. General

As announced to the ASX on 3 October 2012 and as set out in detail in section 4.1 above, the Company entered into the Binding Letter with Fortunehao for the investment by Fortunehao of

AUD$1,000,000 in the Company in consideration for the placement of the Fortunehao Shares (constituting the Tranche 1 Shares and the Tranche 2 Shares) and the Attaching Options. The Tranche 1 Shares are anticipated to have been issued prior to the date of this meeting under the 15% allowance under ASX Listing Rule 7.1, and the ratification of these Shares has been addressed in Resolution 4 (above).

Resolution 4 seeks shareholder approval for the allotment and issue of:

• the Tranche 2 Shares to Fortunehao for the payment of Tranche 2 to the Company; and
• 16,666,667 free Attaching Options on the basis of 1 Option to be issued for every 4 Fortunehao Shares issued to Fortunehao under the terms of the Binding Letter.

5.2. Information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Tranche 2 Shares and the Attaching Options:

(a) Maximum number of securities the entity is to issue

The maximum number of Tranche 2 Shares to be issued is 50,000,000, and the maximum number of Attaching Options to be issued is 16,666,667.

(b) Date of Issue

The Tranche 2 Shares and Attaching Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date.

(c) Issue Price

In respect of the Tranche 2 Shares, the issue price will be at 1.5 cents per Share.

Attaching Options will be issued for nil consideration.

(d) Name of Allottees

Fortunehao Capital and Shanghai Fortunehao Investment and Management Ltd or its nominee.

(e) Terms of the Securities

The Tranche 2 Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares.

The Attaching Options will have the terms and conditions set out in Schedule 1.

(f) Intended use of Funds Raised

The Company intends to use the funds raised to provide balance sheet surety and working capital for legacy items.

(g) Allotment

The Tranche 2 Shares and the Attaching Options will be allotted progressively.

5.3. Board Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 4.

6. RESOLUTION 5: APPROVAL FOR ADDITIONAL PLACEMENT CAPACITY

6.1. General

ASX Listing Rule 7.1A provides that an eligible entity may seek Shareholder approval to allow it to issue Equity Securities up to 10% of its issued capital through placements over a period up to 12 months after the entity's Annual General Meeting (10% Placement Capacity). The 10% Placement Capacity is an addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity is one that, as at the date of the relevant Annual General Meeting:

• (a) is not included in the S&P/ASX 300 Index; and
• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300 million.

The Company is an eligible entity.

The effect of Resolution 5 will be to allow the Directors to issue Equity Securities up to 10% of the Company's fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company's 15% annual placement capacity granted under Listing Rule 7.1.

The Company is now seeking shareholder approval of Resolution 5 by way of a special resolution. Accordingly at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 7 for it to be passed.

6.2. ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an eligible entity to seek shareholder approval at its Annual General Meeting to issue Equity Securities in addition to those under the eligible entity's 15% annual placement capacity under Listing Rule 7.1.

The Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $2,853,900 as at the date of this Notice.

The Equity Securities issued under Listing Rule 7.1A must be in the same class as an existing class of quoted Equity Securities. As at the date of this Notice, the Company has only one class of quoted Equity Securities on issue, being the Shares.

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) - E

Where:

• A = the number of Shares on issue 12 months before the date of issue or agreement:
  • (i) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;
  • (ii) plus the number of partly paid shares that became fully paid in the previous 12 months;
  • (iii) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rule 7.1 or 7.4; and
  • (iv) less the number of Shares cancelled in the previous 12 months.
• D = 10%.
• E = the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of ordinary securities under ASX Listing Rule 7.1 or 7.4.

6.3. Information required by ASX Listing Rule 7.3A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 5:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or
• (ii) if the Equity Securities are not issued within 5 ASX trading days of the date in paragraph 6.3(a)(i), the date on which the Equity Securities are issued.
• (b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Annual General Meeting and expiring on the first to occur of the following:

• (i) 12 months after the date of the Annual General Meeting; and
• (ii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company's activities) or 11.2 (disposal of the Company's main undertaking), or such longer period if allowed by ASX.

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 5 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under 10% Placement Capacity.

	Dilution
	Number ofShares issuedunder 10%Placement	Funds raisedbased onissue price of[$0.0045]	Funds raisedbased onissue priceof [$0.009]	Funds raisedbased onissue priceof [$0.018]
Number ofShares onIssue	Capacity	(50%decrease incurrent issueprice)	(Currentissue Price	(50%increase incurrent issueprice)
317,100,000(Current)	31,710,000	$142,695	$285,390	$570,780
475,650,000(50%increase)	47,565,000	$214,042.50	$428,085	$856,170
634,200,000(100%increase)	63,420,000	$285,390	$570,780	$1,141,560

* The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

• 1. The current shares on issue are the Shares on issue as at 24 October 2012.
• 1. The issue price set out above is the closing price of the Shares on the ASX on 24 October 2012.

• 1. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.
• 1. The Company has not issued any Equity Securities in the 12 months prior to the Annual General Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.
• 1. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
• 1. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

Shareholders should note that there is a risk that:

• (i) the market price for the Company's Shares may be significantly lower on the issue date than on the date of the Annual General Meeting; and
• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.
• (d) Purpose of Issue under 10% Placement Capacity

The Company may seek to issue Equity Securities under the 10% Placement Capacity for the following purposes:

• (i) as cash consideration, in which case the Company may use funds raised towards an acquisition of new assets or investments (including expenses associated with such acquisition) and/or general working capital; or
• (ii) as non-cash consideration for the acquisition of new assets and investments, in such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3.
• (e) Allocation under the 10% Placement Capacity

The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (i) the purpose of the issue;
• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;
• (iii) the effect of the issue of the Equity Securities on the control of the Company;
• (iv) the Company's circumstances, including, but not limited to, its financial position and solvency;
• (v) prevailing market conditions; and
• (vi) advice from corporate, financial and broking advisers (if applicable).

(f) Previous Approval under ASX Listing Rule 7.1A

The Company has not previously obtained approval under ASX Listing Rule 7.1A.

6.4. Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholders to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 5.

7. RESOLUTION 6: RE-ELECTION OF A DIRECTOR – MR SEAN ROTHSEY

7.1. General

Rule 3.6 of the Constitution requires that one third (or the number nearest one-third) of the Directors who are not appointed and required to retire in accordance with Rule 3.3, must retire at each Annual General Meeting, provided that no Director (except a Managing Director) shall hold office for a period in excess of three years, or until the third Annual General Meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election. A Director who retires by rotation under Rule 3.6 of the constitution is eligible for re-election.

The Company currently has four Directors. Accordingly, the Company has four qualifying Directors for the purpose of Rule 3.6 and one must retire at the Annual General Meeting.

Mr Sean Rothsey retires by rotation in accordance with Rule 3.6 of the Constitution and seeks re-election at the Annual General Meeting.

Mr Rothsey was appointed as a Non-Executive Director on 19 September 2007 and is a substantial shareholder in the Company.

Since 1981, Mr Rothsey has been involved in equity capital markets, start ups and in a wide range of industries from many perspectives and has amassed experience and global connections in shipping and transport, global trade and commerce, the financial, accounting, legal, insurance and underwriting professions, retail and private banking, e-commerce and technology, media film and entertainment distribution and marketing, cattle and agriculture, conservation, environment and sports administration, mining resources and energy and the financial services industries including stock broking, institutional investors and high net worth, sophisticated and professional investors.

Mr Rothsey is the Chairman of the Board of Directors and is a member of the Board's Nomination Committee.

7.2. Board Recommendation

The Board, other than Mr Rothsey, who has an interest in the outcome of Resolution 6, unanimously recommends that Shareholders vote in favour of Resolution 6.

8. RESOLUTION 7: APPOINTMENT OF HALL CHADWICK AS AUDITORS

8.1. General

Having reviewed the needs of the Company, the directors are of the view that Hall Chadwick is suitably placed to provide audit services to the company as it expands geographically within PRC. Hall Chadwick's affiliate is Shine Wing Hall Chadwick.

Resolution 7 seeks the approval of Shareholders by ordinary resolution to approve the appointment of Hall Chadwick of auditor of the Company, subject to the resignation of BDO East Coast Partnership as auditors.

Hall Chadwick has given written consent to act as the Company's auditor in accordance with section 328A(1) of the Corporations Act. A copy of the notice of nomination of Hall Chadwick as auditor of the Company, provided by a Shareholder in accordance with section 238B of the Corporations Act, is included as Annexure A to this Notice.

If Resolution 7 is passed, the appointment of Hall Chadwick as the Company's auditor will take effect from the time at which the resignation of BDO East Coast Partnership takes effect in accordance with section 329(5) of the Corporations Act.

8.2. Board Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 7.

9. ENQUIRIES

Shareholders are requested to contact the Company Secretary on (+61 3) 9617 0600 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

$ means Australian dollars.

AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules or Listing Rules means the Listing Rules of the ASX.

Board means the current board of Directors of the Company.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Closely Related Party has the meaning as set out in Section 2.3 of the Explanatory Statement.

Company means MDS Financial Group Limited (ABN 90 091 744 884).

Constitution means the Company's Constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Security includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Key Management Personnel has the meaning as set out in Section 2.3 of the Explanatory Statement.

Notice or Notice of Annual General Meeting or Notice of Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Options means means an option to acquire a Share with the terms and conditions set out in Schedule 1.

Remuneration Report has the same meaning as set out in Section 2.3 of the Explanatory Statement.

Resolutions means the resolutions set out in the Notice of Annual General Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Schedule 1

The Options entitle the holder (Optionholder) to subscribe for Shares on the following terms and conditions:

• (a) Subject to (i), each Option gives the Optionholder the right to subscribe for one Share.
• (b) The Options will expire at 5.00pm (EST) on the 2 year anniversary of the issue of the Tranche 2 shares, as approved in Resolution 5 (Expiry Date). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
• (c) The amount payable upon exercise of each Option will be $0.04 (Exercise Price).
• (d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.
• (e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:
  • (i) a written notice of exercise of Options specifying the number of Options being exercised(Exercise Notice); and
  • (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised.

An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (f) Within 2 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
• (d) The Options will be freely transferable in whole or in part at any time prior to expiry.
• (g) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
• (h) The Company will apply for quotation of the Options on ASX. The Company will apply for quotation of all Shares allotted pursuant to the exercise of Consultant Options on ASX within 2 Business Days after the date of allotment of those Shares.
• (i) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
• (j) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
• (k) Subject to (i), an Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

Annexure A Notice of nomination of Hall Chadwick as auditor of the Company

BARODA HILL INVESTMENTS LIMITED PO Box 10381 Wellington New Zealand

30 October 2012

The Company Secretary, MDS Financial Group Limited, Level 37, Rialto South Tower, Melbourne, VIC 3000

Dear Sir

Notice of Nomination of Auditor

In accordance with the provisions of Section 328(1) of the Corporations Act 2001, I Wayne Noel Johnson, a Director of Baroda Hill Investments Limited being a member of MDS Financial Group Limited, hereby nominate Hall Chadwick as auditors of the Company.

Yours sincerely

Wayne Noel Johnson Director Baroda Hill Investments Limited

All correspondence to: Company Secretary MDS Financial Group Limited PO Box 274 Collins Street West Melbourne VIC 8007 Fax: +61 3 9617 0699

Appointment of Proxy

If appointing a proxy to attend the Annual General Meeting on your behalf please complete the form and submit it in accordance with the directions at the bottom of the page.

I/We being shareholder/shareholders of MDS Financial Group Limited pursuant to my/our right to appoint not more than two proxies, appoint

The Chairman of the Meeting (mark with an "X") OR

Write here the name of the person or body corporate you are appointing if this person is someone other than the Chairman of the Meeting.

or failing him/her

Write here the name of the other person you are appointing.

or failing him/her, (or if no proxy is specified above), the Chairman of the Meeting, as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting to be held at Level 14, Goldfields House, 1 Alfred Street, Sydney, 2000, NSW on 30 November 2012 at 11.00 am and at any adjournment of that meeting.

This proxy is to be used in respect of ________________ of the ordinary shares I/we hold.

IMPORTANT NOTE: If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of a particular

resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chairman intends to vote 100% of all open proxies in favour of each resolution. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in computing the required majority if a poll is called on the resolution.

Voting directions to your proxy – please mark X to indicate your directions

RESOLUTION	For	Against	Abstain*
1. Adoption of Remuneration Report
2. Ratification of Issue of 4,761,905 Shares
3. Ratification of Issue of 16,666,667 Shares
4. Approval to Issue of 50,00,000 Shares and 16,666,667 Options
5. Approval for Additional Placement Capacity
6. Re-election of a Director – Mr Sean Rothsey
7. Appointment of Hall Chadwick as Auditor

* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Shareholder 1	Joint Shareholder 2	Joint Shareholder 3
Director	Director / CompanySecretary	Sole Director & Sole CompanySecretary
Dated this	day of	2012

Return to: Company Secretary MDS Financial Group Limited PO Box 274 Collins Street West Melbourne VIC 8007 Fax: +61 3 9617 0699

• 1. If you are Issuer Sponsored and this information is incorrect, please mark the box at the top of the proxy form and make the correction on the form. Shareholders sponsored by a broker on the CHESS sub register should advise their broker of any changes. Please note, you cannot change ownership of your shares using this form.
• 1. Completion of a proxy form will not prevent individual shareholders from attending the Annual General Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Annual General Meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the Annual General Meeting.
• 1. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. You must return both proxy forms together in the same envelope.
• 1. A proxy need not be a shareholder of the Company.
• 1. If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.
• 1. If a corporate representative of a company shareholder (or a body corporate appointed as proxy for one or more shareholders) is to attend the Meeting, a properly executed original (or certified copy) of the appropriate "Certificate of Appointment of Corporate Representative" should be produced for admission to the Meeting. Previously lodged "Certificates of Appointment of Corporate Representative" will be disregarded by the Company.
• 1. If an Attorney is to attend the Meeting on behalf of a shareholder, a properly executed original (or originally certified copy) of an appropriate Power of Attorney should be produced for admission to the Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.
• 1. Signing Instructions You must sign this form as follows in the spaces provided:

Individual:	Where the holding is in one name, the holder must sign.
Joint Holding:	Where the holding is in more than one name, all the shareholders should sign.
Power of Attorney:	If you are signing under a Power of Attorney, you must lodge an original orcertified photocopy of the appropriate Power of Attorney with your completedProxy Form.
Companies:	Where the company has a Sole Director who is also the Sole CompanySecretary, this form must be signed by that person.
	If the company (pursuant to section 204A of the Corporations Act 2001) doesnot have a Company Secretary, a Sole Director can also sign alone.
	Otherwise this form must be signed by a Director jointly with either anotherDirector or a Company Secretary. Please indicate the office held by signing inthe appropriate place.

9. Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address below no later than 11.00am on 28 November 2012.

Any Proxy Form received after that time will not be valid for the scheduled meeting.

Postal Address	Company SecretaryMDS Financial Group LimitedPO Box 274Collins Street WestMelbourne VIC 8007
Facsimile	+61 3 9617 0699
Email	andrew.phillips@mdsfinancial.net