Joy Spreader Group Inc. — AGM Information 2021

Mar 30, 2021

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.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim 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 亞博科技控股有限公司[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 8279)

NOTICE OF ANNUAL GENERAL MEETING, GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, AND RE-ELECTION OF DIRECTORS

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 GEM 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 the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

A notice convening the AGM (as defined herein) of the Company to be held at 11:00 a.m. on Tuesday, 18 May 2021 at Holiday Inn Express Hong Kong Causeway Bay, Meeting Room I & II, 7/F, 33 Sharp Street East, Causeway Bay, Hong Kong is set out on pages 19 to 22 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 Level 54, Hopewell Centre, 183 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 or adjourned meeting thereof (as the case may be). 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 Listed Company Information” page of the GEM website for at least seven days from the date of its posting and will be published on the website of the Company at http://www.agtech.com.

* For identification purpose only

31 March 2021

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized 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.

Given that the companies listed on GEM are generally small and mid-sized companies, 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.

i

CONTENTS

	Page
PRECAUTIONARY MEASURES FOR THE AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
General mandates to issue and buy back Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Process used for nominating Mr. Feng for re-election
as independent non-executive Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Independence and time commitment of Mr. Feng
as independent non-executive Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Recommendation of the Board for re-election of Directors and the reasons therefor . . . . 6
Annual general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
APPENDIX I – EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
APPENDIX II – INFORMATION OF DIRECTORS PROPOSED
TO BE RE-ELECTED AT THE AGM. . . . . . . . . . . . . . . . . . . . . . . . 11
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

ii

PRECAUTIONARY MEASURES FOR THE AGM

In view of the ongoing COVID-19 pandemic, the Company will implement necessary preventive measures at the AGM to protect the attending Shareholders and other attendees from the risk of infection, including the following:

• (i) All attendees are required to fill in and sign a health declaration form before entering into the AGM venue. Any person, irrespective of nationality, who has travelled outside Hong Kong within the 14-day period prior to the AGM and/or is subject to any Hong Kong government prescribed quarantine immediately before the date of the AGM, will be denied entry into the AGM venue.

• (ii) Compulsory body temperature checks will be conducted for every attending Shareholder, proxy or other attendees at the entrance of the AGM venue. Any person with a body temperature of over 37 degrees Celsius or who has flu-like symptoms or is otherwise unwell or is subject to the mandatory quarantine order imposed by the Government of Hong Kong may be denied entry into or be required to leave the AGM venue.

• (iii) All attendees must sanitize his/her hands before entering into the AGM venue.

• (iv) All attendees will be required to wear surgical face masks before they are permitted to enter into the AGM venue and during the AGM at all times, and to maintain a safe distance between seats. Please note that no surgical face mask will be provided at the AGM and all attendees should wear their own surgical face masks.

• (v) Appropriate seating arrangement at the AGM venue will be made to be in line with the guidance promulgated by the Government of Hong Kong. As a result, there will be limited capacity for the Shareholders to attend the AGM.

• (vi) There will be no corporate gifts and no drinks and refreshments will be served.

Any person who does not comply with the precautionary measures may be denied entry into or be required to leave the AGM venue. Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the AGM arrangements at short notice. The Shareholders should constantly check the Company’s website at http://www.agtech.com or the Stock Exchange’s website at http://www.hkexnews.hk for any future announcement(s) and update(s) on the AGM arrangements.

The Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, the Shareholders may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person by using the form of proxy enclosed.

iii

PRECAUTIONARY MEASURES FOR THE AGM

The form of proxy is attached to this circular for the Shareholders. Alternatively, the form of proxy can be downloaded from the “Circular” section of the Company’s website at (http://www.agtech.com). If you are not a registered Shareholder (i.e. if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

iv

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 11:00 a.m. on Tuesday, 18 May 2021 at Holiday Inn Express Hong Kong Causeway Bay, Meeting Room I & II, 7/F, 33 Sharp Street East, Causeway Bay, Hong Kong;

• “Ali Fortune” Ali Fortune Investment Holding Limited, a company incorporated in the British Virgin Islands and the controlling shareholder of the Company;

• “Alibaba Group” Alibaba Holding and its subsidiaries;

• “Alibaba Holding” Alibaba Group Holding Limited, a company incorporated in the Cayman Islands, with its American depository shares, each representing eight ordinary shares, listed on the New York Stock Exchange (Stock Symbol: BABA) and its ordinary shares listed on the Main Board of the Stock Exchange (Stock Code: 9988);

• “Ant Group” Ant Holdco and its subsidiaries;

• “Ant Holdco” 螞蟻科技集團股份有限公司 (Ant Group Co., Ltd.) (formerly known as 浙江螞蟻小微金融服務集團股份有限公司(Ant Small and Micro Financial Services Group Co., Ltd.)), a company organized under the laws of in the PRC;

• “associates” bears the same meaning ascribed thereto in the GEM Listing Rules;

• “Board” the board of Directors;

• “Buy-back Mandate” a general mandate proposed to be granted to the Directors to exercise the power of the Company to buy back Shares on the terms set out in the Notice;

• “Bye-law(s)” the bye-law(s) of the Company as amended, supplemented or modified from time to time;

• “Company” or “AGTech” AGTech Holdings Limited, a company incorporated in Bermuda as an exempted company with limited liability, the Shares of which are listed on GEM;

• “Director(s)” the director(s) of the Company;

• “GEM” GEM operated by the Stock Exchange;

1

DEFINITIONS

“GEM Listing Rules”	the Rules Governing the Listing of Securities on the GEM of The
	Stock Exchange of Hong Kong Limited;
“Group”	the Company and its subsidiaries;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC;
“Latest Practicable Date”	23 March 2021, 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;
“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 Code on Takeovers and Mergers; and
“%”	per cent.

2

LETTER FROM THE BOARD

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AGTech Holdings Limited 亞博科技控股有限公司[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 8279)

Executive Directors: Mr. Sun Ho (Chairman & CEO) Ms. Hu Taoye (Chief Financial Officer)

Non-executive Directors:

Mr. Yang Guang Mr. Li Faguang Mr. Ji Gang Mr. Zou Liang

Independent non-executive Directors:

Ms. Monica Maria Nunes Mr. Feng Qing Dr. Gao Jack Qunyao

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

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

31 March 2021

To the Shareholders

Dear Sir or Madam,

NOTICE OF ANNUAL GENERAL MEETING, GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, AND RE-ELECTION OF DIRECTORS

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the AGM to be held at 11:00 a.m. on Tuesday, 18 May 2021 at Holiday Inn Express Hong Kong Causeway Bay, Meeting Room I & II, 7/F, 33 Sharp Street East, Causeway Bay, Hong Kong, which upon approval, would enable the Company to, among other things:

* For identification purpose only

3

LETTER FROM THE BOARD

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

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

• (c) re-elect certain Directors.

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

At the AGM, it will be proposed, by way of ordinary resolutions, that the Directors be given general mandates to (i) buy back 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% (equivalent to 2,334,468,447 Shares, assuming that no further Shares will be issued or purchased by the Company prior to the AGM) 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 purchased 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 Buy-back 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 Buy-back Mandate.

RE-ELECTION OF DIRECTORS

In accordance with bye-law 87 of the Bye-laws, 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, certain Directors, namely, Mr. Li Faguang (“ Mr. Li ”) (a non-executive Director), Mr. Zou Liang (“ Mr. Zou ”) (a non-executive Director) and Mr. Feng Qing (“ Mr. Feng ”) (an independent non-executive Director), will retire by rotation, but being eligible, shall offer themselves for re-election at the AGM.

Information of the three Directors standing for re-election at the AGM are set out in Appendix II to this circular.

4

LETTER FROM THE BOARD

PROCESS USED FOR NOMINATING MR. FENG FOR RE-ELECTION AS INDEPENDENT NON-EXECUTIVE DIRECTOR

On 23 March 2021, the nomination committee of the Company held a meeting and nominated Mr. Feng to the Board for it to recommend to the Shareholders for re-election as an independent non-executive Director at the AGM. Such nomination had been made by the nomination committee in accordance with its nomination policy, and with due regard to the following criteria to assess the suitability of Mr. Feng to be re-elected as an independent non-executive Director as set out in the nomination policy in the corporate governance report of the annual report of the Company for the year ended 31 December 2020 (the “ 2020 Annual Report ”):

• the qualifications, skills, experience and background of Mr. Feng;

• how Mr. Feng will contribute to the diversity of the Board in accordance with the Board diversity policy of the Company (as set out in the corporate governance report of the 2020 Annual Report);

• independence of Mr. Feng as required under Rule 5.09 of the GEM Listing Rules;

• tenure of service of Mr. Feng, and in particular, whether he has served the Board for more than nine years as set out in code provision A.4.3 in the Corporate Governance Code and Corporate Governance Report (the “ Code ”) of Appendix 15 of the GEM Listing Rules;

• past contributions and time commitment of Mr. Feng to the affairs of the Group; and

• those incumbent Directors who have been longest in office since their last re-election or appointment within the last three years will be selected for retirement by rotation and re-election with priority (for the purpose of compliance with the code provision A.4.2 of the Code and bye-law 87 of the Bye-laws).

Mr. Feng, who is a member of the nomination committee, has abstained from voting at such committee meeting when his own nomination was being considered.

INDEPENDENCE AND TIME COMMITMENT OF MR. FENG AS INDEPENDENT NONEXECUTIVE DIRECTOR

Mr. Feng has served the Company as an independent non-executive Director for less than six years as of the Latest Practicable Date, which is below the threshold of nine years stipulated under code provision A.4.3 of the Code. Mr. Feng does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company (within the meaning of the GEM Listing Rules) and does not have any management function within the Group. The Company has received from Mr. Feng a written confirmation of independence for himself (together with his “immediate family members” as defined under Rule 20.10(1)(a) of the GEM Listing Rules) pursuant to Rule 5.09 of the GEM Listing Rules. The Board considers that Mr. Feng is independent.

5

LETTER FROM THE BOARD

Mr. Feng does not hold directorship in more than six companies, the securities of which are listed on any securities market in Hong Kong or overseas; and had devoted sufficient time to the affairs of the Group that needed to be discussed, considered and approved in various Board and Board committee meetings as demonstrated in the record of his attendance to such meetings set out in Appendix II to this circular.

RECOMMENDATION OF THE BOARD FOR RE-ELECTION OF DIRECTORS AND THE REASONS THEREFOR

On 23 March 2021, the Board held a meeting and approved the nomination committee’s nominations and recommended each of Mr. Li, Mr. Zou and Mr. Feng to stand for re-election as non-executive Director, non-executive Director and independent non-executive Director respectively by the Shareholders at the AGM. Each of Mr. Li, Mr. Zou and Mr. Feng has abstained from the discussion and voting at the Board meeting in respect of his own nomination.

In view of the information set out in Appendix II to this circular, and in particular, (a) the qualifications, perspectives, skills, experience and background of each of Mr. Li, Mr. Zou and Mr. Feng, (b) their past contributions and time commitment to the affairs of the Group (as demonstrated by their past attendance records for Board and (in the case of Mr. Feng) Board committee meetings in 2020), and (c) the diversity elements that each of them can bring to the Board, the Board considers that each of them is suitable to continue to serve the Board as a Director and the re-election of Mr. Li, Mr. Zou and Mr. Feng as Directors is in the interest of the Company and the Shareholders as a whole.

ANNUAL GENERAL MEETING

The following are the details of the AGM:

Date: 18 May 2021 Time: 11:00 a.m. Venue: Holiday Inn Express Hong Kong Causeway Bay, Meeting Room I & II, 7/F, 33 Sharp Street East, Causeway Bay, Hong Kong

The Notice is set out on pages 19 to 22 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 Level 54, Hopewell Centre, 183 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 or adjourned meeting thereof (as the case may be). Completion and 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. The voting in respect of the proposed resolutions contained in the Notice will be conducted by way of poll at the AGM as prescribed under the GEM Listing Rules. An announcement on the poll results will be made by the Company after the AGM.

6

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the resolutions proposed in relation to (i) granting a general mandate to issue new Shares, to buy back Shares, and the extension to the general mandate to issue Shares; and (ii) the re-election of Directors 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 favor of all the resolutions to be proposed at the AGM.

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

Chairman & CEO

7

EXPLANATORY STATEMENT

APPENDIX I

This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the AGM authorizing the Buy-back Mandate.

This explanatory statement contains information required pursuant to Rules 13.08 and 13.09 of the GEM Listing Rules.

1. EXERCISE OF THE BUY-BACK MANDATE

As at the Latest Practicable Date, the issued ordinary share capital of the Company comprised 11,672,342,235 Shares.

Subject to the passing of resolution no. 4(ii) at the AGM and on the basis that no further Shares are issued or purchased by the Company prior to the AGM, the Company would be allowed under the Buyback Mandate to purchase a maximum of 1,167,234,223 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 Buyback 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 Buy-back Mandate by an ordinary resolution of the Shareholders in a general meeting, whichever is the earliest.

2. REASONS FOR BUY-BACKS OF SHARES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole for the Directors to have a general authority from the Shareholders to enable the Company to buy back Shares in the market. Buy-backs of Shares will only be made when the Directors believe that such a purchase will benefit the Company and the Shareholders as a whole. Such purchases 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 PURCHASES

Any purchases of Shares 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 purchase 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 purchases of Shares would be made out of capital paid up on the purchased 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 purchase, from profits of the Company or from the Company’s share premium account. The purchases 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.

8

EXPLANATORY STATEMENT

APPENDIX I

4. STATUS OF PURCHASED SHARES

The GEM Listing Rules provide that the listing of all shares which are purchased by an issuer (whether on GEM or otherwise) shall, subject to applicable law, be automatically cancelled upon purchase and that the certificates for those shares must be cancelled and destroyed as soon as reasonably practicable following settlement of any such purchase. Under the law of Bermuda, shares of a company purchased by it shall be treated as cancelled and its issued share capital (but not the authorized share capital) will be reduced accordingly.

5. EFFECT OF EXERCISE OF THE BUY-BACK 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 2020 Annual Report) in the event that the Buy-back Mandate is exercised in full. However, the Directors do not propose to exercise the Buy-back 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 close associates, has any present intention, if the Buy-back 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/she/it has a present intention to sell any Shares to the Company if the Buy-back Mandate is exercised and neither has any of the connected persons undertaken not to sell his/her/its Shares to the Company in the event that the Buy-back 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 Buy-back Mandate in accordance with the GEM Listing Rules and the applicable laws of Bermuda.

8. TAKEOVERS CODE CONSEQUENCES

If as a result of a buy-back 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.

9

EXPLANATORY STATEMENT

APPENDIX I

As at the Latest Practicable Date, Ali Fortune (being the controlling shareholder of the Company) and parties acting in concert with it held approximately 55.71% of the issued Shares. Should the Directors exercise the Buy-back Mandate in full, the shareholding of Ali Fortune and parties acting in concert with it will be increased to approximately 61.90% of the issued share capital of the Company (assuming they do not sell any Shares before the buy-back). In the opinion of the Directors, such increase will not give rise to an obligation to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.

9. SHARE BUY-BACKS MADE BY THE COMPANY

No buy-backs 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 Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2020
March	0.290	0.200
April	0.370	0.219
May	0.510	0.295
June	0.495	0.340
July	0.385	0.310
August	0.350	0.295
September	0.320	0.275
October	0.300	0.275
November	0.310	0.250
December	0.305	0.265
2021
January	0.285	0.245
February	0.260	0.216
March (up to the Latest Practicable Date)	0.234	0.195

10

APPENDIX II INFORMATION OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Information of the three Directors standing for re-election at the AGM, namely Mr. Li, Mr. Zou and Mr. Feng, is set out below:

1. Mr. Li Faguang

Role and functions on the Board

Non-executive Director – primarily responsible for reviewing, commenting on and approving financial results and reports, material transactions and other corporate documents (such as announcements and circulars) to be published by the Company; and for exerting checks and balances on the executive Directors

Age

44

Director since

4 March 2019

Current position(s) outside the Group

• senior financial controller of Alibaba Holding

Past offices/working experience

• Mr. Li worked at 奧的斯機電電梯有限公司 (Otis Electric Elevator Co., Ltd.[#] ) (formerly known as 西子奧的斯電梯有 限公司(Xizi Otis Elevator Co., Ltd.[#] )) as director of financial analysis and a regional financial controller from May 2012 to February 2016

• prior to that, Mr. Li worked at Dell (China) Company Limited for approximately seven years and his last position was a senior financial manager

Perspectives, skills and experience that the Director can bring to the Board

• extensive experience in financial management

Qualifications

• Bachelor’s degree in Finance from Nankai University in the PRC

• Master’s degree in Finance and Management from Loughborough University in the United Kingdom

11

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

APPENDIX II

Meetings attended/held during 2020:

• Board 9/9 (100%)

• Audit Committee N/A*

• • Remuneration N/A* Committee

• • Nomination N/A* Committee

• Corporate Governance N/A* Committee

• Risk Management and N/A* Internal Control Committee

• Annual General 1/1 (100%) Meeting

• • Special General 1/1 (100%) Meeting

N/A* = not applicable because the Director is not a member of such Board committee

• Diversity elements that can • different age to ensure a balanced mix of conservative and be contributed by the ambitious experience from relatively sophisticated veteran Director to the Board and energetic young Directors (“ Age ”)

• different nationality to share the international perspectives and global view (“ Nationality ”)

• different tenure of service with the Company to ensure the consistency of business strategies implemented by the veteran Directors being complemented by new ideas from relatively new Directors (“ Tenure ”)

• acting as a non-executive Director to exert checks and balances on the executive Directors

12

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

APPENDIX II

Interests in Shares or share options of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date

Letter of appointment and remuneration

Basis of determination of remuneration package

Relationship with other Directors, senior management or substantial or controlling Shareholders of the Company (other than his appointment as a Director)

Mr. Li had interests in 44,224 ordinary shares and 98,400 restricted share units of Alibaba Holding, an associated corporation of the Company within the meaning of Part XV of the SFO, as at the Latest Practicable Date

Mr. Li was appointed as a non-executive Director under a letter of appointment for a fixed term of one year, renewable automatically for further terms of one year each, subject to retirement by rotation and re-election at general meeting of the Company and pursuant to the Bye-laws. Under the letter of appointment, the Company shall not be liable to pay compensation for the termination of Mr. Li’s appointment under all circumstances. Mr. Li is currently not entitled to any director’s remuneration, subject to review by the remuneration committee of the Company and the Board

not applicable (not entitled to any Director’s fee)

All of Mr. Li, Ms. Hu Taoye (an executive Director) and Mr. Yang Guang (a non-executive Director) are employees of Alibaba Group. The controlling shareholder of the Company, Ali Fortune, is indirectly held as to 60% by Alibaba Holding and as to 40% by Ant Holdco

2. Mr. Zou Liang

Role and functions on the Board

Age

Director since

Current position(s) outside the Group

Past offices/working experience

Non-executive Director – primarily responsible for reviewing, commenting on and approving financial results and reports, material transactions and other corporate documents (such as announcements and circulars) to be published by the Company; and for exerting checks and balances on the executive Directors

48

10 November 2017

• general manager of the Innovation Division of Intelligent Technology Business Department of Ant Group

• general manager at 湖南遠晨投資集團 (Hunan Yuanchen Investment Group[#] ) from February 2010 to March 2015

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APPENDIX II

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

Perspectives, skills and • experience in management experience that the Director can bring to the Board

Qualifications

• Bachelor’s degree in Economics Technology from Hunan University in the PRC

• Master’s degree in Administration Management from Zhongnan University of Economics and Law in the PRC

• Executive Master of Business Administration degree from China Europe International Business School in the PRC

Meetings attended/held during 2020:

• Board 7/9 (77.8%) • Audit Committee N/A • Remuneration N/A Committee

• Nomination N/A* Committee

• Corporate Governance N/A* Committee

• Risk Management and N/A* Internal Control Committee

• • Annual General 0/1 (0%) Meeting

• • Special General 1/1 (100%) Meeting

N/A* = not applicable because the Director is not a member of such Board committee

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

APPENDIX II

Diversity elements that can be contributed by the Director to the Board

• Age

• Nationality

• Tenure

• acting as a non-executive Director to exert checks and balances on the executive Directors

Interests in Shares or share options of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date

Letter of appointment and remuneration

Basis of determination of remuneration package

Relationship with other Directors, senior management or substantial or controlling Shareholders of the Company (other than his appointment as a Director)

• Mr. Zou had interests in 16,320* restricted share units of Alibaba Holding, an associated corporation of the Company within the meaning of Part XV of the SFO

• Mr. Zou had interests in 90,000 ordinary shares of Alibaba Pictures Group Limited (Stock Code: 1060), an associated corporation of the Company within the meaning of Part XV of the SFO

Mr. Zou was appointed as a non-executive Director under a letter of appointment for a fixed term of one year, renewable automatically for further terms of one year each, subject to retirement by rotation and re-election at general meeting of the Company and pursuant to the Bye-laws. Under the letter of appointment, the Company shall not be liable to pay compensation for the termination of Mr. Zou’s appointment under all circumstances. Mr. Zou is currently not entitled to any director’s remuneration, subject to review by the remuneration committee of the Company and the Board

not applicable (not entitled to any Director’s fee)

Both Mr. Zou and Mr. Ji Gang (a non-executive Director) are employees of Ant Group. The controlling Shareholder of the Company, Ali Fortune, is indirectly held as to 60% by Alibaba Holding and as to 40% by Ant Holdco

15

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

APPENDIX II

3. Mr. Feng Qing

Role and functions on the Board

Age

Director since

Current position(s) outside the Group Past offices/working experience

Independent non-executive Director and a member of the audit committee, the nomination committee and the remuneration committee of the Company – primarily responsible for reviewing, commenting on and approving financial results and reports, material transactions and other corporate documents (such as announcements and circulars) to be published by the Company; and for safeguarding the interests of the minority Shareholders

67

• 4 May 2015

• chairman of Beijing Yi Xin Tech Corporation

• Mr. Feng is the author of the marketing economics book titled “Practical Market Theory (實用市場理論)” which was well received by the market, and became an instrumental reading in learning western economics

• i n 1 9 8 3 , M r . F e n g c o m m e n c e d h i s s t u d y o f macroeconomics in Switzerland. After graduation, he stayed in Switzerland to work at Sulzer International AG, one of the then biggest machinery manufacturers in Switzerland, for many years

• after his return to China, Mr. Feng was engaged in satellite communication and investment and finance related work

Perspectives, skills and experience that the Director can bring to the Board

Qualifications

• corporate management skills

• extensive knowledge and experience in economics, machinery manufacturing, satellite communication, investment and finance fields

• graduated from the Precision Instruments faculty (精密儀 器系) of Tsinghua University, the PRC, majoring in Machinery Manufacturing Technology and Equipment (機 械製造工藝及設備)

• postgraduate student in macroeconomics of the University of Zurich in Switzerland

16

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

APPENDIX II

Meetings attended/held during 2020:

• Board 9/9 (100%)

• • Audit Committee 5/5 (100%) • Remuneration 3/3 (100%) Committee

• • Nomination 1/1 (100%) Committee

• Corporate Governance N/A* Committee

• • Risk Management and N/A* Internal Control Committee

• • Annual General 1/1 (100%) Meeting

• • Special General 1/1 (100%) Meeting

N/A* = not applicable because the Director is not a member of such Board committee

Diversity elements that can • Age be contributed by the Director to the Board • Nationality • Tenure

• acting as an independent non-executive Director to exert checks and balances on the executive Directors and to safeguard minority Shareholders’ interests

Interests in Shares or share options of the Company within the meaning of Part XV of the SFO as at the Latest Practicable Date

Mr. Feng had interests in 375,000 Shares

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

APPENDIX II

Service agreement and remuneration

Mr. Feng was appointed under a renewed service agreement for a term of two years commencing from 4 May 2019, unless terminated by either party thereto giving the other party not less than one month’s notice in writing. His appointment shall be subject to retirement by rotation and re-election at the Company’s general meetings pursuant to the Bye-laws. Mr. Feng is entitled to a Director’s fee of HK$200,000 per annum (without any bonus payment) under the renewed service agreement. The Company intends to renew the service agreement with Mr. Feng for another two years commencing from 4 May 2021

Basis of determination of remuneration package

with reference to the duties and responsibilities of Mr. Feng with the Group and the prevailing market remuneration packages for independent non-executive directors of listed issuers in Hong Kong

Relationship with other Nil Directors, senior management or substantial or controlling Shareholders of the Company (other than his appointment as a Director)

Save as disclosed above, as at the Latest Practicable Date, none of Mr. Li, Mr. Zou and Mr. Feng (i) had any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company; (ii) had any interest in the Shares within the meaning of Part XV of the SFO; (iii) held any other directorships in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iv) held other positions with the Company and other members of the Group, or other major appointments and professional qualifications; and (v) had any other matters that needed to be brought to the attention of the Shareholders nor was there any other information that was required to be disclosed pursuant to any of the requirements under Rule 17.50(2) of the GEM Listing Rules.

• # The English translation of the Chinese company name(s) in this circular are included for reference only and should not be regarded as the official English translation of such Chinese company name(s).

• The shareholders of Alibaba Holding approved an increase in the number of authorized ordinary shares and a one-to-eight share subdivision of Alibaba Holding’s ordinary shares, including all outstanding options, restricted share units and share awards at the annual general meeting held on 15 July 2019 (the “ Share Subdivision ”). The Share Subdivision was effective on 30 July 2019. As a result of the Share Subdivision, one American depositary share of Alibaba Holding shall represent eight ordinary shares. The number of shares/underlying shares held by each of the relevant Directors stated herein has been adjusted to take into account the effect of the Share Subdivision.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [126 x 39] intentionally omitted <==

AGTech Holdings Limited 亞博科技控股有限公司[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 8279)

NOTICE IS HEREBY GIVEN that an annual general meeting (the “ AGM ”) of AGTech Holdings Limited (the “ Company ”) will be held at 11:00 a.m. on Tuesday, 18 May 2021 at Holiday Inn Express Hong Kong Causeway Bay, Meeting Room I & II, 7/F, 33 Sharp Street East, Causeway Bay, Hong Kong for the following purposes:

ORDINARY RESOLUTIONS

1. as ordinary business, to receive and adopt the audited financial statements and the reports of the directors (the “ Directors ”) and auditors of the Company for the year ended 31 December 2020;

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

3. (i) to re-elect Mr. Li Faguang as a non-executive Director;

4. (ii) to re-elect Mr. Zou Liang as a non-executive Director;

5. (iii) to re-elect Mr. Feng Qing as an independent non-executive Director; and

6. (iv) to authorize the board of Directors (the “ Board ”) to fix the remuneration of all Directors who are re-elected at the AGM;

7. as ordinary business, to re-appoint PricewaterhouseCoopers as the auditors of the Company and its subsidiaries for the ensuing year and authorize the Board to fix the remuneration of the appointed auditors;

* For identification purpose only

19

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) of this resolution, 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 authorize 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 23 December 2014, 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 recognized regulatory body or any stock exchange in any territory outside Hong Kong).”

20

NOTICE OF ANNUAL GENERAL MEETING

• (ii) “ THAT :

• (a) subject to paragraph (b) of this resolution, 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 GEM 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 purchased 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 & CEO

The Hong Kong Special Administrative Region of the People’s Republic of China, 31 March 2021

21

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, Tower Two Times Square Causeway Bay Hong Kong

As at the date of this notice, the Board comprises (i) Mr. Sun Ho and Ms. Hu Taoye as executive Directors; (ii) Mr. Yang Guang, Mr. Li Faguang, Mr. Ji Gang and Mr. Zou Liang as non-executive Directors; and (iii) Ms. Monica Maria Nunes, Mr. Feng Qing and Dr. Gao Jack Qunyao 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/her/ it 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 the AGM, either personally or by proxy, in respect of such share as if he/she/it were solely entitled thereto; but if more than one of such joint holders shall be present at the AGM 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 Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time for holding the AGM or adjourned meeting thereof (as the case may be), 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. The record date for determining the entitlement of shareholders of the Company to attend and vote at the AGM will be Wednesday, 12 May 2021. In order to qualify for attending and voting at the forthcoming AGM, all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Abacus Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration by 4:30 p.m. on Wednesday, 12 May 2021.

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