Arowana International Holdings Limited entered into an implementation agreement to acquire Intelligent Solar Limited from PPK Investment Holdings Pty Ltd., Be Real Pty Ltd., Puri Asmoro Pty Ltd., and other shareholders in a reverse merger transaction on October 31, 2012. Intelligent Solar will issue 121.28 million shares to shareholders of Arowana International. The exchange ratio is 1:1 for the transaction. Intelligent Solar will undertake a share consolidation of 20:1. Post transaction, Intelligent Solar will become the holding company of a conglomerate of holding company for a number of operating businesses within the education, diagnostic testing and training & events industries and change its name to Arowana International Limited, subject to shareholder approval and ASX code will change to AWN. Following completion of the acquisition, employees from existing Arowana affiliated companies will join Intelligent Solar Limited as permanent employees or outsourced service providers to assist in managing Intelligent Solar Limited. Intelligent Solar Limited is proposing to repeal its existing constitution and adopt a new constitution.

The transaction is subject to a number of conditions, including, the Arowana subsidiaries completing the acquisition of certain operating entities, Intelligent Solar issuing a prospectus to satisfy the ASX requirements for re-quotation and raise further capital, regulatory approval, Intelligent Solar shareholder approval being obtained, completion of private placement of shares and listing of new shares on stock exchange. Intelligent Solar Limited recommends that members vote in favour of the acquisition and associated transactions. Intelligent Solar Limited will also seek shareholder approval for the change in the nature and scale of activities of Intelligent Solar Limited that will occur as a result of the acquisition of Arowana. The shareholders of Intelligent Solar will be held on January 25, 2013. The acquisition is expected to be completed by March 4, 2013. The transaction was approved by shareholders of Intelligent Solar on January 25, 2013. RSM Bird Cameron Corporate Pty Limited concluded that the transaction is fair and reasonable to the non-associated shareholders. Ian Douglas and Glyn Yates of RSM Bird Cameron Corporate Pty Limited acted as fairness opinion provider for a fee of AUD 65,000 and Boardroom Pty Limited acted as registrar for Intelligent Solar Limited.