Joy Spreader Group Inc. — Board/Management Information 2015

Apr 17, 2015

Hong Kong Exchanges and Clearing Limited and 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.

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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)

(1) WITHDRAWAL OF ORDINARY RESOLUTION NUMBERED 2(iii) AS SET OUT IN THE NOTICE OF THE FORTHCOMING ANNUAL GENERAL MEETING TO BE HELD ON 5 MAY 2015,

(2) APPOINTMENT OF NEW INDEPENDENT NON-EXECUTIVE DIRECTOR AND MEMBER OF AUDIT COMMITTEE, NOMINATION COMMITTEE AND REMUNERATION COMMITTEE AND

(3) APPOINTMENT OF EXECUTIVE DIRECTOR AND CHIEF FINANCIAL OFFICER

The Board announces that Ms. Liao Zhaohui, who was appointed as an independent nonexecutive Director with effect from 4 May 2015, had informed the Company that she did not have the capacity to accept such proposed appointment by the Company and act as a Director due to the fact that, as a senior management personnel of a state-owned enterprise, namely, 湖南廣電網絡控股集團有限公司 (Hunan TV and Broadcasting Network Holdings Group Co., Ltd[#] ), she is not allowed to take up any appointment offered by companies other than the aforesaid state-owned enterprise or its subsidiaries. Accordingly, the resolution passed by the Board on 23 March 2015 approving Ms. Liao’s appointment as an independent non-executive Director with effect from 4 May 2015 was revoked by a resolution passed by the Board on 17 April 2015. Based on the Bermudan legal advice received by the Company, as Ms. Liao’s appointment never took place and she was never a Director, under Bye-law 88 of the bye-laws of the Company, Ms. Liao was not eligible for election to the office of Directors at the AGM.

• For identification purposes only

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For the foregoing reasons, the ordinary resolution in relation to Ms. Liao’s proposed reelection as an independent non-executive Director at the forthcoming AGM (as set out in ordinary resolution numbered 2(iii) in the AGM Notice and the Proxy Form) has now been withdrawn by the Board and will not be put forward for consideration and approval by the Shareholders at the AGM.

The Board is pleased to announce that Dr. GAO Jack Qunyao will be appointed as an independent non-executive Director (to fill the vacancy not taken up by Ms. Liao) and a member of the audit committee, the nomination committee and the remuneration committee of the Company with effect from 6 May 2015. In accordance with the bye-laws of the Company, Dr. Gao shall hold office until the next following general meeting of the Company and shall then be eligible for re-election at that meeting.

The Board is also pleased to announce the appointment of Mr. CHENG Guoming as executive Director and Chief Financial Officer of the Company with effect from 6 May 2015.

WITHDRAWAL OF ORDINARY RESOLUTION NUMBERED 2(iii) AS SET OUT IN THE AGM NOTICE

References are made to the announcement dated 30 March 2015, page 71 of the annual report 2014, the circular dated 31 March 2015 (the “ Circular ”), the notice of AGM dated 31 March 2015 (the “ AGM Notice ”) and the proxy form for use at the AGM (the “ Proxy Form ”) of the Company in relation to, among other things, the proposed appointment of Ms. Liao Zhaohui (“ Ms. Liao ”) as an independent non-executive Director with effect from 4 May 2015 (the “ Proposed Appointment ”) and the proposed re-election of Ms. Liao as an independent nonexecutive Director to be considered and approved by Shareholders at the AGM.

The Board announces that Ms. Liao had informed the Company that she did not have the capacity to accept the Proposed Appointment and act as a Director due to the fact that, as a senior management personnel of a state-owned enterprise, namely, 湖南廣電網絡控股集 團有限公司 (Hunan TV and Broadcasting Network Holdings Group Co., Ltd[#] ), she is not allowed to take up any appointment offered by companies other than the aforesaid stateowned enterprise or its subsidiaries. Accordingly, the resolution passed by the Board on 23 March 2015 approving Ms. Liao’s appointment as an independent non-executive Director with effect from 4 May 2015 was revoked by a resolution passed by the Board on 17 April 2015. Based on the Bermudan legal advice received by the Company, as the Proposed Appointment never took place and Ms. Liao was never a Director, under Bye-law 88 of the bye-laws of the Company, Ms. Liao was not eligible for election to the office of Directors at the AGM.

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For the foregoing reasons, the ordinary resolution in relation to Ms. Liao’s proposed reelection as an independent non-executive Director at the forthcoming AGM (as set out in ordinary resolution numbered 2(iii) in the AGM Notice and the Proxy Form) has now been withdrawn by the Board and will not be put forward for consideration and approval by the Shareholders at the AGM. Save for the foregoing, all information and content (including but not limited to the date, time and venue for holding the AGM) as set out in the Circular, the AGM Notice and the Proxy Form remain unchanged. The Proxy Form shall remain valid except that no poll will be taken or counted for ordinary resolution numbered 2(iii).

APPOINTMENT OF NEW INDEPENDENT NON-EXECUTIVE DIRECTOR AND MEMBER OF AUDIT COMMITTEE, NOMINATION COMMITTEE AND REMUNERATION COMMITTEE

The Board is pleased to announce that Dr. GAO Jack Qunyao (高群耀博士) (“ Dr. Gao ”) will be appointed as an independent non-executive Director (to fill the vacancy not taken up by Ms. Liao) and a member of the audit committee, the nomination committee and the remuneration committee of the Company with effect from 6 May 2015. In accordance with the bye-laws of the Company, Dr. Gao shall hold office until the next following general meeting of the Company and shall then be eligible for re-election at that meeting.

The biographical details of Dr. Gao are as follows:

Dr. Gao, aged 56, has extensive experience in information technology (“ IT ”), media and entertainment, and venture capital. He is currently the founder and president of Gao Entertainment LLC; an independent director of AirMedia Group Inc. (the American depositary shares (“ ADSs ”) of which are listed on NASDAQ under the symbol: AMCN); and an independent director of 萬通投資控股股份有限公司 (Vantone Holdings Co., Ltd.[#] ). Dr. Gao was a director of Bona Film Group Limited (the ADSs of which are listed on NASDAQ under the symbol: BONA); and an alternate director of Phoenix Satellite Television Holdings Limited (a company listed on the Stock Exchange under stock code: 2008) in the last three years. Dr. Gao is also the adjunct professor (客座教授) of the Business School of The Chinese University of Hong Kong. He is the author of the book titled “體驗微軟 (Experience Microsoft)” which has a wide readership in China IT communities.

Previously, Dr. Gao held various major positions in a number of renowned companies, including senior vice president of News Corporation (a company listed on NASDAQ under the symbol: NWS); chief executive officer of News Corporation China Investments and STAR (China) Limited; chief representative of News Corporation, Beijing representative office; vice president of Autodesk China; general manager of Microsoft (China) Co., Ltd.; and general partner, executive vice president and country head (China) of Walden International, a leading venture capital firm in the United States of America (“ USA ”). Dr. Gao holds a doctorate degree in Engineering from Harbin Institute of Technology, China.

Save as disclosed above, Dr. Gao did 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.

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Other than his appointment as an independent non-executive Director, Dr. Gao 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 Dr. Gao a written confirmation of his independence pursuant to Rule 5.09 of the GEM Listing Rules.

Dr. Gao shall be 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. He shall be subject to retirement by rotation and re-election at the Company’s general meetings pursuant to the bye-laws of the Company. Dr. Gao shall receive a Director’s fee of HK$100,000 per annum (without any bonus payment) and may be granted share options from time to time pursuant to the Share Option Scheme, and such remuneration package is determined with reference to the duties and responsibilities of Dr. Gao 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 SFO, as at the date of this announcement, Dr. Gao does not have any interest in any Shares or share options of the Company.

Dr. Gao had been a director of a talent and literary agency established in USA, namely, Resolution Entertainment, LLC (“ Resolution ”), for a short period from February 2014 until he resigned as its director in August 2014. Subsequent to such resignation, it was reported in certain news articles that Resolution closed its business in October 2014. Dr. Gao has confirmed that, after his resignation as director from Resolution, he does not have knowledge of any information (other than news found in public domain) in relation to Resolution. He is also uncertain as to whether Resolution has indeed closed its business as reported in the news articles. Accordingly, he is not in a position to disclose any further information pursuant to Rule 17.50(2)(l) of the GEM Listing Rules. Save as disclosed above, there is no further information relating to Dr. Gao that is required to be disclosed pursuant to Rule 17.50(2) of the GEM Listing Rules and there is no other matter in relation to the appointment of Dr. Gao that needs to be brought to the attention of the Shareholders.

The Board would like to express its warmest welcome to Dr. Gao for joining the Company.

APPOINTMENT OF EXECUTIVE DIRECTOR AND CHIEF FINANCIAL OFFICER

The Board is also pleased to announce the appointment of Mr. CHENG Guoming (程國明先生) (“ Mr. Cheng ”) as executive Director and Chief Financial Officer of the Company with effect from 6 May 2015.

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The biographical details of Mr. Cheng are as follows:

Mr. Cheng, aged 42, has extensive experience in China lottery business, private equity investments, special opportunities (e.g. distressed assets and rescue financing), cross-border transactions and operation management of investments in China and overseas. Before joining the Company, Mr. Cheng held various major positions in other renowned or listed companies, including executive director of the global special opportunities group department of J.P. Morgan Securities (Asia Pacific) Limited; director of Greater China – Advisory of HSBC Markets (Asia) Limited; head of investment department of Shanghai Industrial Holdings Limited (a company listed on the Stock Exchange, stock code: 363); deputy chief financial officer (and chief financial officer, China region) of China LotSynergy Holdings Limited (a company listed on the Stock Exchange, stock code: 1371); and senior manager of the reorganisation services group department of Deloitte Touche Tohmatsu Hong Kong. Mr. Cheng holds a bachelor of economics degree from Fudan University in China, and is a nonpractising member of the Shanghai Institute of Certified Public Accountants.

Save as disclosed above, Mr. Cheng did 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 his appointment as an executive Director and Chief Financial Officer of the Company, Mr. Cheng 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).

Mr. Cheng shall be 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 3 months’ written notice. He shall be subject to retirement by rotation and re-election at the Company’s general meetings pursuant to the bye-laws of the Company. Mr. Cheng shall be entitled to a fixed basic salary of HK$1,560,000 per annum (plus a discretionary bonus) and be granted a share option pursuant to the Share Option Scheme which shall entitle him to subscribe for up to 44,944,800 Shares (representing approximately 1.0% of the issued share capital of the Company as at the date of this announcement). The terms of the aforesaid service agreement with Mr. Cheng have been determined on an arm’s length basis between the parties involved with reference to Mr. Cheng’s qualification, duties and responsibilities with the Company and the prevailing market conditions.

As of the date of this announcement, the Company has not yet granted the aforesaid share option to Mr. Cheng, and the timing of grant and the exercise price of such share option shall be subject to the determination by the Board and shall be in compliance with the GEM Listing Rules. In accordance with the meaning of Part XV of the SFO, as at the date of this announcement, save as disclosed above, Mr. Cheng does not have any other interest in the Shares or share options of the Company.

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

The Board would like to express its warmest welcome to Mr. Cheng for joining the Company.

DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be held at 11:00
	a.m. on Tuesday, 5 May 2015 at the conference room of HLB
	Hodgson Impey Cheng Limited at 31/F., Gloucester Tower, The
	Landmark, 11 Pedder Street, Central, Hong Kong
“Board”	the board of Directors
“China” or “PRC”	the People’s Republic of China which, for the purposes of
	this announcement, excludes Hong Kong, the Macau Special
	Administrative Region of the People’s Republic of China and
	Taiwan
“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 PRC
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the laws
	of Hong Kong)

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“Share(s)” ordinary share(s) of HK$0.002 each in the issued share capital of the Company “Share Option Scheme” the share option scheme adopted by the Company on 23 December 2014

“Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited

# The English translation of the Chinese company name is included for reference only and should not be regarded as the official English translation of such Chinese company name.

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

Hong Kong, 17 April 2015

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

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