Joy Spreader Group Inc. — Board/Management Information 2013

May 23, 2013

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited （ the “Stock Exchange” ） 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.

This announcement, for which the directors (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 (“GEM”) of the Stock Exchange (“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.

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

APPOINTMENT OF NON-EXECUTIVE DIRECTOR

The board of directors (the " Board ") of AGTech Holdings Limited (the " Company ") is pleased to announce that Mr. Ho King Fung, Eric (“ Mr. Ho ”) has been appointed as a non-executive director of the Company (“ NED ”) with effect from 23 May 2013.

Mr. Ho, aged 36, graduated from the University of New South Wales, Australia with Bachelor of Commerce (Finance) and Bachelor of Laws degrees, is a solicitor of the Hong Kong Special Administrative Region and the chairman and executive director of Ample Hope Limited. In Macau, Mr. Ho is also the chairman of P&W Money Changer Limited and Jing Yang Company Limited, and an executive director of Mascargo (Macau) Company Limited. Mr. Ho joined JP Morgan in 2000 as an analyst and worked as a trainee solicitor at Linklaters between 2003 and 2005 and an associate solicitor between 2005 and 2006. Between 2007 and 2010, Mr. Ho worked at Deutsche Bank AG, Hong Kong Branch and his last position held was vice president and their head of Hong Kong and Macau Origination. He is a committee member of the Chinese People’s Political Consultative Conference of Beijing and the president of Macau Money Exchangers’ Association of Macao. Mr. Ho was also the award winner of the Chinese Economics Elite Award in 2009.

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From April 2011 to April 2012, Mr. Ho was the non-executive director of United Energy Group Limited (HKSE Stock Code: 467). Mr. Ho has been appointed as the independent non-executive director of China Flooring Holding Company Limited (HKSE Stock Code: 2083) since May 2011. And, Mr. Ho has been appointed as the non-executive director of EPI (Holdings) Limited (HKSE Stock Code: 689) since April 2013.

Save as disclosed above, Mr. Ho 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 its subsidiaries or other major appointments and professional qualifications.

Mr. Ho has entered into a service agreement with the Company for a term of two years, and his appointment as NED shall be for an initial term up to the conclusion of the next annual general meeting of the Company, when he will retire in accordance with the Bye-Laws of the Company and, being eligible, may offer themselves for re-election. Thereafter, he will be subject to retirement by rotation and re-election. Mr. Ho will receive annual director fee of HK$120,000 and be granted a share option entitling him to subscribe up to maximum of 42,575,844 shares of the Company pursuant to the Share Option Scheme adopted by the Company on 18 November 2004 for his service as a NED, which is determined by the Board based on the recommendation from the remuneration committee of the Company with reference to his qualification, duties and responsibilities with the Company, the Company’s performance and the prevailing market conditions.

Save as disclosed in this announcement, there is no further information to be disclosed pursuant to the requirements of 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, nor are there other matters relating to the appointment of Mr. Ho that needs to be brought to the attention of the shareholders of the Company.

The Board would like to take this opportunity to welcome Mr. Ho.

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

Hong Kong, 23 May 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 Mr. Kwok Wing Leung Andy as independent non-executive Directors.

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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