Joy Spreader Group Inc. — Board/Management Information 2008

Apr 23, 2008

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement.

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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)

APPOINTMENT OF EXECUTIVE DIRECTOR

The Board is pleased to announce that, with effect from 23 April 2008, Mr. Liang Yu has been appointed as executive Director of the Company.

The board (the “Board”) of directors (the “Directors”) of AGTech Holdings Limited (the “Company”) is pleased to announce that, with effect from 23 April 2008, Mr. Liang Yu (“Mr. Liang”) has been appointed as executive Director of the Company.

Mr. Liang Yu (梁郁), 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 People’s Republic of China (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 a Director of the Company and a director of one of the Company’s subsidiaries, 世紀星彩企業管理有限公司 (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$11,100) 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. He will hold office until the next following general meeting of the Company and shall then be eligible for re-election at that meeting pursuant to the Bye-laws 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.

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In accordance with the meaning of Part XV of the Securities and Futures Ordinance, as at the date of this announcement, Mr. Liang does not hold any shares of the Company.

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 Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “GEM Listing Rules”) or needs to be brought to the attention of the shareholders of the Company.

The Board would like to extend its warmest welcome to Mr. Liang in joining the Board.

By order of the Board AGTech Holdings Limited Sun Ho Chairman

The Hong Kong Special Administrative Region of the PRC, 23 April 2008

Note : In this announcement, the exchange rate of HK$1.11 to RMB1.00 has been used for reference only.

As at the date of this announcement, 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.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the information contained in this announcement 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 announcement misleading; and (3) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This announcement 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

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