Joy Spreader Group Inc. — Board/Management Information 2013

Jun 20, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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(incorporated in Bermuda with limited liability) (Stock Code: 8279)

RESIGNATION AND APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND CHANGE OF CHAIRMEN OF AUDIT COMMITTEE, NOMINATION COMMITTEE AND REMUNERATION COMMITTEE

The Board announces that Mr. Kwok Wing Leung Andy has tendered his resignation as the independent non-executive Director, and has ceased to be the chairman of the audit committee, the nomination committee and the remuneration committee of the Company, with effect from 20 June 2013.

The Board is also pleased to announce that Ms. Monica Maria Nunes has been appointed as an independent non-executive Director, and the chairperson of the audit committee, the nomination committee and the remuneration committee of the Company, with effect from 20 June 2013.

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board announces that Mr. Kwok Wing Leung Andy (“ Mr. Kwok ”) has tendered his resignation as the independent non-executive Director due to personal reasons, and has ceased to be the chairman of the audit committee, the nomination committee and the remuneration committee of the Company, with effect from 20 June 2013.

Mr. Kwok has confirmed that (i) he has no disagreement with the Board, (ii) he has no claims against the Company or any of its subsidiaries whatsoever in respect of fees, remuneration or compensation for loss of office, and (iii) there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company.

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The Board would like to take this opportunity to express its sincere gratitude to Mr. Kwok for his valuable contributions to the Company during his tenure of service and wish him all the best in the future.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board is also pleased to announce that Ms. Monica Maria Nunes (“ Ms. Nunes ”) has been appointed as an independent non-executive Director, and the chairperson of the audit committee, the nomination committee and the remuneration committee of the Company, with effect from 20 June 2013.

The biographic details of Ms. Nunes are as follows:

Ms. Nunes , aged 44, was first appointed as an executive director of Vodatel Networks Holdings Limited (“ Vodatel ”), the shares of which are listed on GEM (stock code: 8033), on 13th December 1999. She is the finance director and the Compliance Officer of Vodatel. She graduated from the University of Calgary, Canada with a bachelor degree in commerce. She has over twenty years of accounting and banking experience. She holds a Certified Management Accountant Designation of Certified Management Accountants of Alberta, Canada. She is an associate of the Chartered Institute of Management Accountants and is entitled to use the description Chartered Management Accountant. She is also entitled to hold and use the designation of Chartered Global Management Accountant.

Save as disclosed above, Ms. Nunes does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, or any other position with the Company and other members of the Group, or other major appointments and professional qualifications.

Other than her appointment as an independent non-executive Director, Ms. Nunes 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). The Company has received from Ms. Nunes a written confirmation of her independence pursuant to Rule 5.09 of the GEM Listing Rules.

Ms. Nunes is appointed by way of a service agreement with an initial term of 2 years and either party thereto may terminate such agreement by giving the other party not less than 1 month’s written notice. In accordance with the bye-laws of the Company, Ms. Nunes will hold office until the next following general meeting of the Company and shall be eligible for re-election at that meeting. She shall then be subject to retirement by rotation and re-election at the Company’s general meetings pursuant to the bye-laws of the Company. Ms. Nunes shall receive a Director’s fee of HK$120,000 per annum and has been granted on 20 June 2013 a share option (“ Option ”) entitling her to subscribe for up to 1,500,000 Shares at an exercise price of HK$0.4740 each (subject to adjustment) pursuant to the share option scheme adopted by the Company on 18 November 2004, and such remuneration package is determined with reference to her duties and responsibilities with the Company and the prevailing market remuneration packages for independent non-executive directors of listed issuers in Hong Kong.

In accordance with the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong), as at the date of this announcement, Ms. Nunes is deemed to be interested in an aggregate of 1,500,000 Shares (representing approximately 0.04% of the existing issued share capital

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of the Company) due to her interest in the Option.

Save as disclosed above, there is no further information relating to Ms. Nunes that is required to be disclosed pursuant to Rules 17.50(2) of the GEM Listing Rules and there is no other matter in relation to the appointment of Ms. Nunes that needs to be brought to the attention of the shareholders of the Company.

The Board would like to express its warmest welcome to Ms. Nunes in joining the Company.

DEFINITIONS

In this announcement, unless otherwise defined, terms used shall have the following meanings:

“Board”	the board of Directors
“Company”	AGTech Holdings Limited, a company incorporated in Bermuda
	with limited liability, the shares of which are listed on GEM
“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
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Share(s)”	ordinary share(s) of HK$0.002 each in the issued share capital of
	the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent

By order of the Board AGTech Holdings Limited Sun Ho Chairman & CEO

Hong Kong, 20 June 2013

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 and Mr. Ho King Fung, Eric as non-executive Directors; and (iii) Mr. Wang Ronghua, Mr. Hua Fengmao and Ms. Monica Maria Nunes as independent non-executive Directors.

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This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with 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 the information contained in this announcement 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 announcement misleading.

This announcement will remain on the “Latest Company Announcement” page of the GEM website operated by the Stock Exchange at www.hkgem.com for at least seven days from the day of its posting and will be published on the website of the Company at www.agtech.com .

* For identification purpose only

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