Joy Spreader Group Inc. — AGM Information 2008

Sep 29, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in AGTech Holdings Limited, you should at once hand this circular to the purchaser or transferee or the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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AGTech Holdings Limited

(incorporated in Bermuda with limited liability)
(Stock Code: 8279)
----- End of picture text -----*

NOTICE OF ANNUAL GENERAL MEETING, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND PROPOSED CHANGE OF AUDITORS

This circular, for which the directors of AGTech Holdings Limited (the “Company”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors of the Company, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the information contained in this circular is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this circular misleading; and (3) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

A notice convening the AGM (as defined herein) of the Company to be held at 10:00 a.m. on Monday, 27 October 2008 at Annapurna Room, Pacific Place Conference Centre, Level 5 One Pacific Place, 88 Queensway, Hong Kong is set out on pages 15 to 18 of this circular. Whether or not shareholders are able to attend the AGM, they are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit it with the Company’s Hong Kong branch share registrar, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM. Completion and return of the form of proxy will not preclude shareholders of the Company from attending and voting in person at the AGM (or any adjournment thereof) should they so desire.

This circular will remain at www.hkgem.com on the “Latest Company Announcements” page of the GEM website for at least 7 days from the date of its posting.

• For identification purpose only

30 September 2008

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandates to issue and repurchase shares . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed change of auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Procedures for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II – DETAILS OF DIRECTORS PROPOSED
TO BE RE-ELECTED AT THE AGM . . . . . . . . . . . . . .	10
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

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DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

“AGM”	the annual general meeting of the Company to be held at
	10:00 a.m. on Monday, 27 October 2008 at Annapurna
	Room, Pacific Place Conference Centre, Level 5 One
	Pacific Place, 88 Queensway, Hong Kong;
“associates”	bears the same meaning ascribed thereto in the GEM
	Listing Rules;
“Board”	the board of Directors;
“Bye-law(s)”	the bye-law(s) of the Company as amended,
	supplemented or modified from time to time;
“Company”	AGTech Holdings Limited, a company incorporated in
	Bermuda with limited liability and the issued Shares of
	which are listed on GEM;
“Deloitte”	Deloitte Touche Tohmatsu;
“Director(s)”	the director(s) of the Company;
“GEM”	the Growth Enterprise Market of the Stock Exchange;
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM;
“Group”	the Company and its subsidiaries;
“HK$”	Hong Kong Dollars, the lawful currency of Hong Kong;
“HLB”	HLB Hodgson Impey Cheng;
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC;
“Latest Practicable Date”	25 September 2008, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information for inclusion in this circular;
“Notice”	the notice convening the AGM;
“PRC”	the People’s Republic of China;

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DEFINITIONS

“Repurchase Mandate”	a general mandate proposed to be granted to the Directors
	to exercise the power of the Company to repurchase
	Shares on the terms set out in the Notice;
“RMB”	Renminbi, the lawful currency of the PRC;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);
“Share(s)”	ordinary share(s) of HK$0.002 each in the share capital
	of the Company;
“Shareholder(s)”	holder(s) of the Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers; and
“%”	per cent.

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LETTER FROM THE BOARD

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AGTech Holdings Limited

---

(incorporated in Bermuda with limited liability)

(Stock Code: 8279)

Executive Directors: Mr. Sun Ho (Chairman) Mr. Robert Geoffrey Ryan Mr. Bai Jinmin Mr. Liang Yu

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Non-executive Director: Ms. Yang Yang

Independent non-executive Directors: Mr. Kwok Wing Leung Andy Mr. Wang Ronghua Mr. Hua Fengmao

Head office and principal place of business: Unit 3912, 39th Floor, Shell Tower Times Square Causeway Bay Hong Kong

30 September 2008

To the Shareholders

Dear Sir or Madam,

NOTICE OF ANNUAL GENERAL MEETING, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND PROPOSED CHANGE OF AUDITORS

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM to be held at 10:00 a.m. on Monday, 27 October 2008 at Annapurna Room, Pacific Place Conference Centre, Level 5 One Pacific Place, 88 Queensway, Hong Kong, which upon approval, would enable the Company to, among other things:

• (a) repurchase Shares not exceeding 10% of the aggregate nominal value of the Shares in issue as at the date of passing such resolution;

* For identification purpose only

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LETTER FROM THE BOARD

• (b) issue new Shares equivalent to 20% of the Shares in issue on the date of the relevant resolution and those Shares repurchased by the Company pursuant to the Repurchase Mandate set out in (a) above;

• (c) re-elect Directors; and

• (d) appoint HLB as the auditors of the Group in place of the resigned auditors, Deloitte.

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the AGM, it will be proposed, by way of ordinary resolutions, that the Directors be given a general mandate to (i) repurchase Shares, the aggregate nominal amount of which shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the relevant ordinary resolution; and (ii) allot, issue and otherwise deal with the Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the relevant ordinary resolution and the nominal amount of any Shares repurchased by the Company (up to a maximum of 10% of the aggregate nominal amount of the Company’s issued share capital as at the date of passing the relevant ordinary resolution). Any issue of new Shares is subject to approval from the Stock Exchange for the listing of, and permission to deal in, such new Shares.

An explanatory statement containing information relating to the Repurchase Mandate as required under Rules 13.08 and 13.09 of the GEM Listing Rules is set out in Appendix I to this circular. This explanatory statement provides you with information to enable you to make an informed decision on whether to vote for or against the resolution relating to the Repurchase Mandate.

RE-ELECTION OF DIRECTORS

In accordance with Bye-law 86(2), Mr. Liang Yu and Ms. Yang Yang, who were appointed by the Board as an executive Director and a non-executive Director with effect from 23 April 2008 and 3 December 2007 respectively, shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at that meeting. Accordingly, Mr. Liang and Ms. Yang, being eligible, shall offer themselves for re-election at the AGM.

In accordance with Bye-law 87, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation but shall be eligible for re-election. Accordingly, Mr. Kwok Wing Leung Andy, Mr. Hua Fengmao and Mr. Wang Ronghua, will retire but being eligible, shall offer themselves for re-election at the AGM.

Brief biographical details relating to Mr. Liang, Ms. Yang, Mr. Kwok, Mr. Hua and Mr. Wang are set out in Appendix II to this circular.

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LETTER FROM THE BOARD

PROPOSED CHANGE OF AUDITORS

As announced by the Company on 10 June 2008, as the Company and Deloitte had not been able to reach an agreement in relation to the audit fee for the financial year ended 30 June 2008, Deloitte resigned as auditors of the Group with effect from 6 June 2008. The letter of resignation received by the Company from Deloitte confirmed that there were no circumstances connected with its resignation which should be brought to the attention of the holders of securities of the Company. The Board and the audit committee of the Company also confirm that there are no circumstances in respect of the change of auditors which they consider should be brought to the attention of the Shareholders.

Following the resignation of Deloitte, the Board has resolved to appoint HLB as the new auditors of the Group to fill the casual vacancy arising from the resignation of Deloitte, subject to and upon the approval of the Shareholders at the AGM and to hold office until the conclusion of the next annual general meeting of the Company.

ANNUAL GENERAL MEETING

The following are the details of the AGM:

Date: Monday, 27 October 2008 Time: 10:00 a.m. Venue: Annapurna Room, Pacific Place Conference Centre, Level 5 One Pacific Place, 88 Queensway, Hong Kong

The Notice is set out on pages 15 to 18 of this circular. A form of proxy for use at the AGM is enclosed. Whether or not you intend to attend the AGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit it with the Company’s Hong Kong branch share registrar, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM. The return of a form of proxy will not preclude you from attending and voting in person at the AGM (or any adjournment thereof) should you so desire.

PROCEDURES FOR DEMANDING A POLL

Where a resolution is put to the vote at the AGM, the resolution shall be decided on a show of hands unless voting by way of a poll is required by the GEM Listing Rules or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

(a) by the chairman of the AGM; or

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LETTER FROM THE BOARD

• (b) by at least three Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the AGM; or

• (c) by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the AGM; or

• (d) by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and holding Shares conferring a right to vote at the AGM being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right; or

• (e) by the chairman of the AGM and/or Directors, who, individually or collectively, hold proxies in respect of Shares representing five per cent. (5%) or more of the total voting rights at the AGM.

On a poll votes may be given either personally or by proxy.

RECOMMENDATION

The Directors consider that the resolutions proposed and referred to in this circular are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favour of all the resolutions to be proposed at the AGM.

Yours faithfully, By order of the Board AGTech Holdings Limited Sun Ho

Chairman

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EXPLANATORY STATEMENT

APPENDIX I

This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the AGM authorising the Repurchase Mandate.

This explanatory statement contains information required pursuant to Rules 13.08 and 13.09 of the GEM Listing Rules which is set out as follows:

1. EXERCISE OF THE REPURCHASE MANDATE

As at the Latest Practicable Date, the issued ordinary share capital of the Company comprised 3,580,085,000 Shares.

Subject to the passing of resolution no. 4(ii) at the AGM and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 358,008,500 Shares equivalent to 10% of the issued share capital of the Company as at the date of the AGM. The authority conferred on the Directors by the Repurchase Mandate would continue in force until (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable law to be held; or (c) the revocation or variation of the resolution regarding the Repurchase Mandate by an ordinary resolution of the Shareholders in a general meeting, whichever is the earliest.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders as a whole for the Directors to have a general authority from Shareholders to enable the Company to repurchase Shares in the market. Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and Shareholders as a whole. Such repurchases may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per share of the Company.

3. FUNDING OF REPURCHASES

Any repurchases will only be funded out of funds of the Company legally available for the purposes in accordance with the Company’s memorandum of association and Bye-laws and the applicable laws of Bermuda. A listed company may not repurchase its own shares on GEM for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of GEM from time to time.

It is presently proposed that any repurchase of Shares would be made out of capital paid up on the repurchased Shares, profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose and, in the case of any premium payable on such repurchase, from profits of the Company or from the Company’s share premium account. The repurchase of Shares made out of capital will be conditional upon the fact that immediately following the date on which payment out of capital is proposed to be made, the Company shall be able to pay its debts as they fall due in the ordinary course of business.

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EXPLANATORY STATEMENT

APPENDIX I

4. STATUS OF REPURCHASED SHARES

The GEM Listing Rules provide that the listing of all repurchased shares is automatically cancelled and that the certificates for those shares must be cancelled and destroyed. Under the law of Bermuda, a company’s repurchased shares shall be treated as cancelled and its issued share capital (but not the authorised share capital) will be reduced accordingly.

5. EFFECT OF EXERCISE OF THE REPURCHASE MANDATE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the Company’s annual report for the year ended 30 June 2008) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

6. DISCLOSURE OF INTERESTS

None of the Directors and, to the best of their knowledge, having made all reasonable enquiries, none of their respective associates, have any present intention, if the Repurchase Mandate is exercised, to sell any Shares to the Company. No connected person of the Company (as defined in the GEM Listing Rules) has notified the Company that he has a present intention to sell Shares to the Company if the Repurchase Mandate is exercised and neither has any of the connected persons undertaken not to sell his Shares to the Company in the event the Repurchase Mandate is exercised.

7. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the GEM Listing Rules and the applicable laws of Bermuda.

8. TAKEOVERS CODE CONSEQUENCES

If as a result of a repurchase of Shares, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase in the Shareholder’s interests, may obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. The Directors are not aware of any consequences which could arise under the Takeovers Code as a consequence of any repurchases pursuant to the Repurchase Mandate.

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APPENDIX I

EXPLANATORY STATEMENT

As at the Latest Practicable Date, MAXPROFIT GLOBAL INC (being the controlling shareholder of the Company) and parties acting in concert with it held approximately 56.79% of the Shares issued by the Company. Should the Directors exercise the Repurchase Mandate in full, the shareholding of MAXPROFIT GLOBAL INC and parties acting in concert with it will be increased to approximately 63.10% of the issued share capital of the Company (assuming they do not sell any Shares before the repurchase). The Directors believe that such an increase would not give rise to an obligation on the part of MAXPROFIT GLOBAL INC and parties acting in concert with it to make a mandatory offer under the Takeovers Code. In addition, the number of Shares held by the public will not fall below the minimum threshold of 25% of the issued share capital of the Company as required under the GEM Listing Rules in the event that the Directors exercise the Repurchase Mandate in full.

9. SHARE REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company in the previous six months prior to the Latest Practicable Date, whether on GEM or otherwise.

10. SHARE PRICES

The highest and lowest prices of the Shares as quoted by the Stock Exchange in each of the previous 12 months before the printing of this circular (including and up to the Latest Practicable Date) were as follows:

								Shares
							HK$		HK$
							Highest		Lowest
2007
September							1.33		0.95
October							1.35		0.92
November							1.23		0.75
December							1.05		0.72
2008
January							1.15		0.77
February							0.99		0.81
March							0.86		0.50
April							1.05		0.58
May							1.05		0.84
June							0.93		0.76
July							0.84		0.52
August							0.64		0.46
September	(up	to	the	Latest	Practicable	Date)	0.60		0.30

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

The details of the Directors who are required to retire at the AGM according to the Bye-laws and who, being eligible, offer themselves for re-election at the AGM are as follows:

Mr. Liang Yu – Executive Director

Mr. Liang Yu, aged 35, has approximately 12 years of law practice experience. Before joining the Company, Mr. Liang was a partner with Haiwen & Partners, a law firm in the PRC. He has been advising clients on a variety of legal issues involving foreign direct investment and private equity investment in the PRC as well as other forms of foreign trade and economic cooperation activities. In addition, Mr. Liang has extensive experience in the area of dispute resolution in respect of international commercial transactions. He received his LL.B degree from the University of International Business & Economics in Beijing, the PRC in 1994 and his LL.M degree from the New York University Law School in New York, the United States of America in 2003.

Mr. Liang is appointed as an executive Director and a director of one of the Company’s subsidiaries, (China Lottery Management Co., Ltd.), in the PRC, each under a service contract for a term of two years, unless such contracts are terminated by either party giving the other party not less than 3 months’ notice and 1 month’s notice in writing respectively. Under the aforesaid service contracts, Mr. Liang will be entitled to a fixed basic salary of HK$90,000 per month (plus a discretionary bonus which is determined based on the business performance of the Company and his own performance) and RMB10,000 (or approximately HK$11,000) per month respectively, which were mutually agreed with reference to his duties and responsibilities. Mr. Liang may also be granted share options by the Company from time to time pursuant to the share option scheme of the Company.

Mr. Liang did not hold any directorship in any listed companies in the past three years. He is not related to any Director, senior management and management, substantial or controlling shareholders of the Company.

In accordance with the meaning of Part XV of the SFO, as at the Latest Practicable Date, Mr. Liang is interested in a share option granted by the Company to him under the share option scheme of the Company adopted on 18 November 2004, which entitles him to subscribe for up to 26,750,000 Shares (representing approximately 0.75% of the existing issued share capital of the Company) at an exercise price of HK$0.754 each (subject to adjustment). Save as disclosed above, the Board is not aware of any matter in relation to the appointment of Mr. Liang that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules or needs to be brought to the attention of the Shareholders.

Ms. Yang Yang – Non-executive Director

Ms. Yang Yang, aged 32, was an Olympic short track speed skater and a member of the Chinese national short track team. As one of the world’s most powerful short-track speed skaters, Ms. Yang has won a total of 59 world titles and broken world record six times in her

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

career in World Championships and World Cup events. Most notably, her winning of two gold medals in the women’s 500 metres and 1,000 metres short tracks at the 2002 Winter Olympics made her the first athlete from the PRC to win a gold medal at the Winter Olympics and the first woman athlete from the PRC to win two short-track individual events at one Olympics. She has dominated short track speed skating for many years and was called the “Queen of Short Track Speed Skating” in the PRC.

Ms. Yang is enthusiastic to participate in volunteer work to contribute to the Olympics and the society. She is currently a delegate of the 11th National People’s Congress of the PRC and was elected as a delegate of the 16th National Congress of the Communist Party of China in 2002. She was a consultant of the Volunteer Department of Beijing Olympic Organisation Committee and an anchor woman of “Olympics in China” in CCTV-4. In addition, she has served on the Chinese Olympic Committee, the Athletes Committee of the International Skating Union (ISU), the Women and Sport Committee of the International Olympic Committee, and the Athletes Committee of the World Anti Doping Agency. In recognition of her important contributions to the society, Ms. Yang was also voted as (i) one of the ten outstanding young persons in the PRC ( ) by All-China Youth Federation, China Youth Development Foundation and ten news agencies in 2002, (ii) one of the ten excellent women of China ( ) by All-China Women’s Federation and eleven news agencies in 2002, (iii) the best female athlete and the most popular female athlete by Chinese Olympic Committee, All-China Sports Federation and CCTV in 2002, and won numerous sports awards from the Chinese National Sports Committee ( ). Ms. Yang holds a bachelor degree in business administration from Tsinghua University, the PRC.

Ms. Yang is appointed under a service agreement for a term of two years, unless such agreement is terminated by either party giving the other party not less than 1 month’s notice in writing. She will be entitled to a director’s fee of HK$200,000 per annum (which was mutually agreed with reference to her duties and the prevailing market fee range for non-executive directors of listed issuers in Hong Kong). Ms. Yang may also be granted share options by the Company from time to time pursuant to the share option scheme of the Company.

Ms. Yang did not hold any directorship in any listed companies in the past three years. She is not connected with any Director, senior management and management, substantial or controlling shareholders of the Company. In accordance with the meaning of Part XV of the SFC, as at the Latest Practicable Date, Ms. Yang holds 400,000 Shares (representing approximately 0.01% of the existing issued share capital of the Company) and is interested in a share option granted by the Company to her under the share option scheme of the Company adopted on 18 November 2004, which entitles her to subscribe for up to 2,675,000 Shares (representing approximately 0.07% of the existing issued share capital of the Company) at an exercise price of HK$0.754 each (subject to adjustment).

Save as disclosed above, the Board is not aware of any matter in relation to the appointment of Ms. Yang that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules or needs to be brought to the attention of the Shareholders.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Mr. Kwok Wing Leung – Independent non-executive Director

Mr. Kwok Wing Leung Andy, aged 34, has over 12 years of local and overseas financial and general management experiences and has experience in the trading business in the PRC. He was appointed as independent non-executive Director as well as member of each of the audit, remuneration and nomination committees of the Company on 19 July 2006.

Mr. Kwok holds a master degree in Business Administration from Tsinghua University, the PRC and a bachelor degree in Economics from the University of Sydney in Australia. Mr. Kwok is a member of the Hong Kong Institute of Certified Public Accountants and a member of CPA Australia. Mr. Kwok is also the chairman of Nubrands Group Holdings Limited, the issued shares of which are listed on the Main Board of the Stock Exchange. Save as disclosed above, Mr. Kwok did not hold any directorship in any listed companies during the past three years.

Mr. Kwok’s appointment as independent non-executive Director has been renewed by way of a service agreement for a term of two years which shall be subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-laws or unless and until terminated by either party to such agreement giving the other party not less than 1 month’s written notice to terminate such appointment. Mr. Kwok will be entitled to HK$100,000 per annum as director’s fee (without any bonus payment) under the aforesaid service agreement which has been determined on an arm’s length basis between the parties involved with reference to the prevailing market fee range for independent nonexecutive directors of listed issuers in Hong Kong.

In accordance with the meaning of Part XV of the SFO, as at the Latest Practicable Date, Mr. Kwok held 1,515,000 Shares, representing approximately 0.04% of the existing issued share capital of the Company.

Other than his appointment as an independent non-executive Director, Mr. Kwok does not have any relationship with any Director, senior management and management, substantial or controlling shareholders of the Company, and he confirms that he does not have any conflict of interest as per the requirements of Rule 5.09 of the GEM Listing Rules which would render him unsuitable as an independent non-executive Director.

There are no other matters relating to Mr. Kwok that are required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules or need to be brought to the attention of the Shareholders.

Mr. Hua Fengmao – Independent non-executive Director

Mr. Hua Fengmao, aged 40, is the Managing Director of BOCOM International (Asia) Limited. He was appointed as independent non-executive Director as well as member of each of the audit, remuneration and nomination committees of the Company on 19 July 2006. Mr.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Hua obtained a bachelor degree and a master degree in English Language & Literature from the Shanghai International Studies University, Shanghai, the PRC. Mr. Hua obtained a Master of Business Administration degree from the International University of Japan, Niigata, Japan. Prior to joining BOCOM International (Asia) Limited, Mr. Hua held various positions in various investment banks. Mr. Hua was the founding partner and managing director of China Finance Strategies Limited, the Managing Director of Investment Banking of CLSA Equity Capital Markets Limited, the General Manager of Cazenova Asia Limited, Manager of ICEA Capital Limited and Associate Investment Banking Officer of Bank of America NT&SA.

Mr. Hua’s appointment as independent non-executive Director has been renewed by way of a service agreement for a term of two years which shall be subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-laws or unless and until terminated by either party to such agreement giving the other party not less than 1 month’s written notice to terminate such appointment. Mr. Hua will be entitled to HK$100,000 per annum as director’s fee (without any bonus payment) under the aforesaid service agreement which has been determined on an arm’s length basis between the parties involved with reference to the prevailing market fee range for independent non-executive directors of listed issuers in Hong Kong.

In accordance with the meaning of Part XV of the SFO, as at the Latest Practicable Date, Mr. Hua held 1,355,000 Shares, representing approximately 0.04% of the existing issued share capital of the Company.

Other than his appointment as an independent non-executive Director, Mr. Hua did not hold any directorship in any listed companies during the past three years and does not have any relationship with any Director, senior management and management, substantial or controlling shareholders of the Company. He confirms that he does not have any conflict of interest as per the requirements of Rule 5.09 of the GEM Listing Rules which would render him unsuitable as an independent non-executive Director.

There are no other matters relating to Mr. Hua that are required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules or need to be brought to the attention of the Shareholders.

Mr. Wang Ronghua – Independent non-executive Director

Mr. Wang Ronghua, aged 63, is the chief representative of Treasury Holdings China Limited in Beijing. He was appointed as independent non-executive Director as well as member of each of the audit, remuneration and nomination committees of the Company on 19 July 2006. Mr. Wang graduated from the Beijing Institute of Foreign Trade. Prior to the appointment as independent non-executive Director, Mr. Wang held various positions in the PRC Government. Mr. Wang was the General Manager of Beijing Personnel Service Corporation for Diplomatic Missions, the General Manager of China Jiaoyuan Corporation for International Economic and Technical Cooperation, the First Deputy Director General of

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX II

Beijing Service Bureau for Diplomatic Missions and an Ambassador of the PRC to the Republic of Iceland. Thereafter, Mr. Wang joined Shanghai Institute of International Finance as Vice President and was Chief Operating Officer of Shanghai Sinoman Industrial (Group) Ltd.

Mr. Wang’s appointment as independent non-executive Director has been renewed by way of a service agreement for a term of two years which shall be subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-laws or unless and until terminated by either party to such agreement giving the other party not less than 1 month’s written notice to terminate such appointment. Mr. Wang will be entitled to HK$100,000 per annum as director’s fee (without any bonus payment) under the aforesaid service agreement which has been determined on an arm’s length basis between the parties involved with reference to the prevailing market fee range for independent non-executive directors of listed issuers in Hong Kong.

In accordance with the meaning of Part XV of the SFO, as at the Latest Practicable Date, Mr. Wang held 1,975,000 Shares, representing approximately 0.06% of the existing issued share capital of the Company.

Other than his appointment as an independent non-executive Director, Mr. Wang did not hold any directorship in any listed companies in the past three years and does not have any relationship with any Director, senior management and management, substantial or controlling shareholders of the Company. He confirms that he does not have any conflict of interest as per the requirements of Rule 5.09 of the GEM Listing Rules which would render him unsuitable as an independent non-executive Director.

There are no other matters relating to Mr. Wang that are required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules or need to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [99 x 31] intentionally omitted <==

AGTech Holdings Limited

---

(incorporated in Bermuda with limited liability)

(Stock Code: 8279)

NOTICE IS HEREBY GIVEN THAT an Annual General Meeting (“AGM”) of AGTech Holdings Limited (the “Company”) will be held at 10:00 a.m. on Monday, 27 October 2008 at Annapurna Room, Pacific Place Conference Centre, Level 5 One Pacific Place, 88 Queensway, Hong Kong for the following purposes:

ORDINARY RESOLUTIONS

1. As ordinary business, to receive and consider the audited financial statements and the reports of the directors (the “Directors”) and auditors of the Company for the year ended 30 June 2008;

2. as ordinary business, to consider and if thought fit, pass the following resolutions:

3. (i) to re-elect Mr. Liang Yu as executive Director;

4. (ii) to re-elect Ms. Yang Yang as non-executive Director;

5. (iii) to re-elect Mr. Kwok Wing Leung Andy as independent non-executive Director;

6. (iv) to re-elect Mr. Hua Fengmao as independent non-executive Director;

7. (v) to re-elect Mr. Wang Ronghua as independent non-executive Director; and

8. (vi) to authorise the board of Directors (the “Board”) to fix the remuneration of all Directors who are re-elected at the AGM;

9. as ordinary business, to appoint HLB Hodgson Impey Cheng as the auditors of the Company and its subsidiaries in place of the resigned auditors, Deloitte Touche Tohmatsu, to hold office until the conclusion of the next annual general meeting of the Company, and to authorise the Board to fix the remuneration of the appointed auditors;

10. For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

1. as special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company;

2. (i) “ THAT :

   • (a) subject to paragraph (c), the exercise by the Board during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

   • (b) the approval in paragraph (a) shall authorise the Board during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

   • (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Board pursuant to the approval in paragraph (a), otherwise than pursuant to a Rights Issue or the exercise of the subscription rights under the share option scheme of the Company adopted on 18 November 2004, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and the said approval shall be limited accordingly; and

   • (d) for the purpose of this resolution:

“Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:

• (I) the conclusion of the next annual general meeting of the Company;

• (II) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable law to be held; or

• (III) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in a general meeting.

“Rights Issue” means an offer of shares open for a period fixed by the Board to shareholders of the Company on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Board may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong).”

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) “ THAT :

• (a) the exercise by the Board during the Relevant Period of all powers of the Company to purchase its own shares, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares of the Company to be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (c) for the purpose of this resolution,

“Relevant Period” means the period from the date of passing of this resolution until whichever is the earliest of:

• (I) the conclusion of the next annual general meeting of the Company;

• (II) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable law to be held; or

• (III) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in a general meeting.”

• (iii) “ THAT conditional upon resolution number 4(ii) above being passed, the aggregate nominal amount of the number of shares in the capital of the Company which are repurchased by the Company under the authority granted to the Board as mentioned in resolution number 4(ii) above shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the Board pursuant to resolution number 4(i) above.”

Yours faithfully, By order of the Board

AGTech Holdings Limited Sun Ho

Chairman

The Hong Kong Special Administrative Region of the People’s Republic of China, 30 September 2008

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NOTICE OF ANNUAL GENERAL MEETING

Registered office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business:

Unit 3912, 39th Floor, Shell Tower

Times Square Causeway Bay Hong Kong

As at the date of this notice, the Board comprises (i) Mr. Sun Ho, Mr. Robert Geoffrey Ryan, Mr. Bai Jinmin and Mr. Liang Yu as executive Directors; (ii) Ms. Yang Yang as non-executive Director; and (iii) Mr. Wang Ronghua, Mr. Hua Fengmao and Mr. Kwok Wing Leung Andy as independent non-executive Directors.

Notes:

1. Any member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his stead in accordance with the Bye-laws of the Company. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any share, any one of such persons may vote at any the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders shall be present at the meeting personally or by proxy, that one of the holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

3. The form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority must be deposited at the Company’s Hong Kong branch share registrar, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, not less than 48 hours before the time for holding the AGM, and in default the form of proxy shall not be treated as valid. The completion and return of the form of proxy shall not preclude members from attending and voting in person at the AGM (or any adjournment thereof) should they so desire.

4. In accordance with the Bye-laws of the Company, the following categories of members may demand that the vote in respect of any resolution to be put to the general meeting should be taken on a poll:

5. (a) at least three members present in person (or in the case of a member being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

6. (b) any member or members present in person (or in the case of a member being a corporation by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

7. (c) any member or members present in person (or in the case of a member being a corporation by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right; or

8. (d) the chairman of such meeting; or

9. (e) the chairman of such meeting and/or Directors, who, individually or collectively, hold proxies in respect of shares representing five per cent. (5%) or more of the total voting rights at the meeting.

A poll may be so demanded before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll.

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