Joy Spreader Group Inc. — AGM Information 2022

May 13, 2022

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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)

FORM OF PROXY

Form of proxy for use at the annual general meeting (and at any adjournment thereof) to be held on June 8, 2022

I/We (Note 1) of (address) being the registered holder(s) of (Note 2) (the “ Company ”), HEREBY APPOINT (Note 3) of (address)

shares of HK$0.002 each in the capital of AGTech Holdings Limited

or failing him the Chairman of the Meeting as my/our proxy/proxies to attend and vote for me/us and on my/our behalf at the annual general meeting (or at any adjournment thereof) of the Company to be held at 11:00 a.m. on Wednesday, June 8, 2022 at Suite 3318, 33/F, Jardine House, 1 Connaught Place, Central, Hong Kong, to consider and, if thought fit, pass with or without modifications the resolutions set out in the notice convening the said annual general meeting (the “ Notice ”) and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as indicated below, and, if no such indication is given, as my/our proxy thinks fit:

	ORDINARY RESOLUTIONS	FOR(Note 4)	AGAINST(Note 4)
1.	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 December 31, 2021.
2.	i. To re-elect Ms. Hu Taoye as an executive Director;
	ii. To re-elect Mr. Liu Zheng as a non-executive Director;
	iii. To re-elect Mr. Ji Gang as a non-executive Director;
	iv. To re-elect Mr. Li Jie as a non-executive Director;
	v. To re-elect Dr. Gao Jack Qunyao as an independent non-executive Director;
	vi. To re-elect Mr. Chow Siu Lui as an independent non-executive Director.
	vii. To authorize the board of Directors (the “Board”) to fix the remuneration of all Directors who are re-elected at the annual general meeting.
3.	To re-appoint PricewaterhouseCoopers as the auditors of the Company and its subsidiaries for the ensuing year and authorize the Board to fix their remuneration.
4.	i. To grant a general mandate to the Directors to allot, issue and deal with the Company’s shares, on terms as referred to in ordinary resolution no. 4(i) in the Notice.
	ii. To grant a general mandate to the Directors to buy back the Company’s shares, on terms as referred to in ordinary resolution no. 4(ii) in the Notice.
	iii. To approve the extension of the general mandate to be granted to the Directors to allot the Company’s shares, on terms as referred to in ordinary resolution no. 4(iii) in the Notice.
	SPECIAL RESOLUTION
5.	i. The amended and restated bye-laws of the Company (the “New Bye-laws”) as set out in the Appendix III to the circular of the Company dated May 16, 2022, a copy of which has been produced to the AGM and marked “A” and signed by the chairman of the AGM for the purpose of identification, be and is hereby approved and adopted in substitution for and to the exclusion of the existing bye-laws of the Company with immediate effect after the close of the AGM; and
	ii. Any Director or the company secretary of the Company be and is hereby authorised to do all things necessary to effect and record the adoption of the New Bye-laws.

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Dated Signature (Note 5)
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Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY . The proxy need not be a member of the Company, but must attend the meeting in person to represent you. Please note that according to the bye-laws of the Company, a member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote at a general meeting of the Company.

4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK (“ ✓ ”) THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK (“ ✓ ”) THE APPROPRIATE BOX MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast your vote(s) at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Annual General Meeting other than those referred to in the Notice convening such meeting.

5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer, attorney or other person duly authorized to sign the same.

6. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of joint holding.

7. This 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 branch share registrar in Hong Kong, Tricor Abacus Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the annual general meeting or any adjourned meeting thereof, and in default the form of proxy shall not be treated as valid.

8. The completion and return of the form of proxy shall not preclude you from attending and voting in person at the annual general meeting (or any adjourned meeting thereof) should you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the meeting of the Company (the “ Purposes ”). Such information will be transferred to the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited and/or other companies or bodies which provide(s) administrative, computer or other services to the Company for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance (Chapter 486 of the laws of Hong Kong) and any such request should be in writing by mail to the Company at Unit 3912, 39th Floor, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong (marked for the attention of the Company Secretary) or Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (marked for the attention of the Privacy Compliance Officer).

• For identification purpose only