WATER WHEEL HOLDINGS LIMITED(WWH)

name changed to Shandong Tianye Australia Limited

all motions considered at today's meeting were carried as special resolutions on a show of hands - the passing of these resolutions will facilitate the acquisition of a gypsum prospect in Shandong, China. Details of that prospect are set out in a report of the Fifth Institute of Geology and Mineral Exploration of Shandong Province attached to the Explanatory Memorandum for the 2008 meeting. That report shows that the prospect is a significant resource that will be exploitable for many years. Gypsum is a vital substance in building and it is expected that the continuing building boom in China means that the resource will be in demand for many years. It is also proposed to change the name of the Company from Water Wheel Holdings Ltd to Shandong Tianye Australia Ltd to reflect the new direction of the Company

the Company advises that it is in the process of obtaining additional information in relation to the gypsum deposit referred to in the prospectus lodged with ASIC on 5 January 2010. As a result, that prospectus is being withdrawn so that the additional information can be provided to the market prior to the Company accepting new subscriptions under a prospectus. As such, a Supplementary Prospectus withdrawing the prospectus follows. The Company confirms that the acquisition of the gypsum prospect is proceeding and a prospectus containing updated information will be issued shortly

issues a Proxy Form - for your vote to be effective it must be received by 10.00am Wednesday 3 February 2010

issues a Notice of Annual General Meeting, Annual Report and Proxy Form for the Annual General Meeting of shareholders of Water Wheel Holdings Limited (WWH or Company) for the year ended 3 December 2008, to be held at Seminar Room Ground Floor National Innovation Centre Australian Technology Park Eveleigh NSW 1430 at 10:00am AEDT on Friday, 5 February 2010 - Commencing at 10:00am AEDT on Friday, 5 February 2010

issues a prospectus to finance the quarrying of gypsum in China

releases Annual Report to shareholders 2007 and 2008

the Company has today entered into an agreement to purchase all the issued capital of Jinan Hongshun Mining Co., Ltd, a Chinese registered company that holds a prospecting permit relating to gypsum assets located in the Yangjipao Area, Taian , Shandong Province, People's Republic of China - the acquired company holds a prospecting permit over an area of 15.96 km 2 - the forecast for reserves in this area is at least 1.5 to 2.0 billion tonnes - the anticipated life of the deposit is at least 200 years

company advises that all resolutions contained in the Notice of Annual General Meeting were duly carried on a show of hands and the Chairman`s Address to Shareholders is released

releases Notice of General Meeting/Proxy Form - the meeting is to consider proposals for the recapitalisation of the company

the company has resumed the planned acquisition of extensive mineral assets in China and continues progress for a recapitalisation that the company expects will enable resumption of trading of its shares on the ASX after being suspended for the past seven years

both Freemont Pty Ltd and ANZ Banking Group Ltd and ANZ Nominees have agreed, on a confidential basis, to resolve the issue of ownership of a disputed parcel of stock - subject to Freemont obtaining an ASIC exemption or ASIC confirming that the exemption is not required, the parcel will be owned by Freemont Pty Ltd and Freemont Pty Ltd will, following process of the applicable transfer by the registered holder be recorded on the register as holder

the company says Freemont Pty Ltd is an essential party to the recapitalisation agreement entered into by WWH and various parties on 11 March 2008 and announced to ASX on 12 March 2008 - WWH may not be able to fulfil its obligations pursuant to that agreement should Freemont Pty Ltd not be held to be the legal and beneficial owner of the 43.301% parcel of securities currently the subject of dispute in relation to ANZ's claimed holding in WWH

the company advises that it has now finalised its administration and plans to seek re-quotation on completion of compliance with its obligations to provide accounts for the past seven years whilst it has been under administration

the company is now released from its Deed of Company Administration and the company is negotiating a transaction that may lead to the re-quotation of its shares on ASX

at a general meeting today shareholders approved a number of resolutions issuing shares to creditors, issuing shares to Freemont (as consideration for them injecting cash), appointment of new directors, change to activities, etc - Freemont now has 50.1% of the company

the company announces that a trust has been established for the benefit of creditors of the Company with claims under the Deed of Company Arrangement in respect of the Company for the purposes of implementing a significant transaction involving the Company - full details in relation to the transaction are set out in a Notice of General Meeting and accompanying Explanatory Memorandum which includes a copy of the expert's report - the Company has commenced the process of despatching this document to its shareholders

deed administrators advise of a transaction that may lead to the resurrection of the company and its re-quotation on ASX - it should be noted that typically these transactions leave existing shareholders with diluted holdings of only nominal value

deed administrators are awaiting approval from the ASX on the recapitalisation of the company

the Deed Administrator finalises the sale of shares in Water Wheel Mills Pty Ltd, a subsidiary of Water Wheel Holdings Limited - this also involved the settlement of a claim by Mills and Holdings against the bankrupt estate of John Elliott, former director of Water Wheel

Deed Administrators are currently working on a recapitalisation of the company shell

we understand the company paid a third interim dividend to creditors of 10 cents in the dollar in late November 2005 - the Deed Administrators are awaiting finalisation of a distribution from the bankruptcy of a former director - the Deed Administrators have also advertised the listed shell of the company and are moving towards finalising a transaction in respect of it

administrators are granted further relief from the requirement to prepare and lodge financial accounts with ASIC

administrators are awaiting the finalisation of John Elliott's bankruptcy and are also dealing with the listed shell

the Deed Administrator has paid creditors two dividend payments that together represent a return of 70 cents in the dollar - the Deed Administrator is awaiting the finalisation of bankruptcy proceedings against former director, John Elliott, before a final dividend is paid - it is expected that creditors will receive a return in the vicinity of 80 cents in the dollar and shareholders not receive any return

reports that John Elliott has offered his creditors $300,000 in a Part X settlement that would give them less than 3 in the dollar (that includes the Water Wheel $1.43m which would yield only about $43,000)

ASIC wants John Elliott to pay more than $1.5 million in costs related to the protracted legal battle over the collapse of the company - ASIC's legal bill takes the amount Elliott owes his 11 creditors to almost $8 million including Water Wheel's administrators, who are claiming $1.43 million

High Court decides that John Elliott's application (for special leave to appeal to the High Court in connection with his trading-while-insolvent conviction) should be abandoned because he had failed to lodge documents in support of his appeal by 29 October 2004, as he was required to do by the Rules of Court

John Elliott places his affairs under the control of a controlling trustee, to enable him to make a proposal to his creditors - that proposal is expected to be considered by Mr Elliott's creditors on 28 January 2005

reports that John Elliott is likely to be declared bankrupt following his failure to pay the monies due to the Water Wheel administrator

administrators advise they are waiting to receive the Elliott and Plymin monies before they can declare a final dividend to creditors - it is understood John Elliot's appeal is scheduled for hearing in September - at that time the administrators may have a better picture

John Elliott's appeal dismissed

reports that John Elliott will not have his appeal (against being banned from corporate life for 4 years) heard until early in 2004 with a decision expected mid year

administrators advise they have settled all Proofs of Debt in both Water Wheel Holdings and Water Wheel Mills - a dividend of 30 cents in the dollar has been paid to creditors of Water Wheel Holdings - they continue to provide assistance to ASIC in relation to various legal matters

substantial penalties imposed by the Supreme Court on the directors who were found guilty of allowing the Water Wheel companies to trade while they were insolvent - the monetary penalties (which amount to about $1.4 million) should become available to the Deed Administrators to form part of the pool of funds available to settle creditors' claims - however the Supreme Court decision is under appeal

reports that administrator is close to finalising a settlement with a key creditor which is likely to lift returns to creditors to about 80c - that does not augur well of course for shareholders who receive nothing until all other claims are settled

the Supreme Court of Victoria finds that Plymin and Elliott failed to prevent the company and a subsidiary from incurring debts after the companies became insolvent on 14 September 1999 - Justice Mandie will now hear submissions from the parties on penalties

deed administrator advises of completion of the subdivision of the land at the Bridgewater site and payment of an initial 10% dividend to creditors of Mills - the DOCAs of both companies will not be effectuated until final dividends are paid to creditors - there is a remote possibility of using the Holdings shell for a back door listing - it may be some time before the companies are returned to the hands of directors or perhaps placed in liquidation

John Elliott tells Supreme Court he was "absolutely shocked" that the company had to be put into voluntary administration as he had thought the company was solvent

shareholders are unable to claim their capital loss as a liquidator has not been appointed, nor has a declaration been issued

John Elliott applies to High Court to stop ASIC's trial of former WWH directors, arguing it does not have the constitutional power to pursue the case

ASIC announces it has reached an agreement with Water Wheel Holdings Ltd Chairman, Mr William Harrison, to settle its civil penalty proceedings against him - Mr Harrison consented to the making of declarations that he breached the insolvent trading provisions by allowing the company to trade on beyond 14 September 1999

estimates provided to Victorian Supreme Court that creditors of Water Wheel Mills owed up to $20 million will get back just 13c in the dollar and creditors of Water Wheel Holdings may receive up to 25c in the dollar

preliminary enquiries are being made by administrators into the possibility of recovering funds from third parties

ASIC issues proceedings against Bernard Plymin, William Harrison and John Elliott alleging that these directors allowed Water Wheel Holdings Ltd and its subsidiary Water Wheel Mills Pty Ltd to incur further debts after these companies became insolvent

pursuant to the DOCA entered into on 30/6/00 the Deed Administrators have sold all property, plant & equipment at a loss of $4,597,000 (except land - book value of $54,000), sold intangible assets at a loss of $148,000, terminated all employees except one for a total cost of $300,000 above the amounts provided in the accounts, ceased trading operations on 18th August 2000, re-paid all borrowings in full and paid all provisions (employees) in full

K R Carnie resigns as a director of the company

company enters into Deed of Company Arrangement

C Daly and N Brooke appointed joint and several administrators of the company and its subsidiaries

pending clarification of its financial position company requests suspension in the trading of its shares

shares suspended from quotation

company is served with legal proceedings by Echuca Transport Company Pty Ltd and other Companies in the Neils Transport Group. Neils are alleging, inter alia, they are owed $570,000 - company asserts it is no more than $100,000 and will strenuously defend proceedings

John Calvert-Jones resigns as a director "because of his grave concern about the financial situation of the company and its ability to continue trading"

new general manager of finance and administration informs board of doubts about the company's management accounts