Joy Spreader Group Inc. — Board/Management Information 2016

Nov 10, 2016

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.

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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)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting (“SGM”) of AGTech Holdings Limited (the “Company”) will be held at 11 a.m. on Monday, 5 December 2016 at Units 2302–2305, 23/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong for the following purposes:

ORDINARY RESOLUTION

1. As ordinary business, to appoint PricewaterhouseCoopers as the auditor of the Company in place of the resigned auditor, HLB Hodgson Impey Cheng Limited, and to hold office until the conclusion of the next annual general meeting of the Company, and to authorise the board (the “Board”) of directors (the “Directors”) of the Company to fix the remuneration of the appointed auditor.

SPECIAL RESOLUTION

1. To consider, and if thought fit, to pass the following resolution as a special resolution of the Company:

2. “ THAT the bye-laws of the Company be and are hereby amended in the following manner:

3. (i) By deleting the word “or” at the end of Bye-law 89(5) such that Bye-law 89(5) shall read as follows:

   • “is prohibited by law from being a Director;”

4. For identification purpose only

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• (ii) By adding the word “or” at the end of Bye-law 89(6) such that Bye-law 89(6) shall read as follows:

“ceases to be a Director by virtue of any provision of the Statutes or is removed from office pursuant to these Bye-laws; or”

• (iii) By inserting the following as new paragraph (7) of Bye-Law 89:

“is removed from the office by notice in writing served on him signed by not less than ¾ in number (or if that is not a round number, the nearest lower round number) of the Directors (including himself) then in office.”

• (iv) By deleting Bye-law 122 in its entirety and substituting therefore the following:

• “122. Unless required otherwise by the rules governing the listing of the Company’s shares on the Designated Stock Exchange, a resolution in writing signed by a majority of the Directors or members of a committee of the Board (as the case may be) (or their respective alternates pursuant to Bye-law 94) for the time being entitled to receive notice of a meeting of the Board or committee of the Board (as the case may be) and who are entitled to vote on the resolution at the meeting of the Board or committee of the Board (as the case may be) shall be as valid and effectual as if a resolution had been passed at a meeting of the Board or the committee of the Board (as the case may be) duly convened and held provided that such number is sufficient to constitute a quorum and that a copy of such resolution has been given to all the Directors or members of a committee of the Board (as the case may be) (or their respective alternates pursuant to Bye-law 92) for the time being entitled to receive the notice of meeting in the same manner as notices of meetings are required to be given pursuant to these Bye-laws and further provided that no Director or member of a committee of the Board (as the case may be) (or his alternate) is aware of or has received any objection to the resolution from any Director or member of a committee of the Board (as the case may be) (or his alternate). Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors or members of a committee of the Board (as the case may be) (or their respective alternates) and for this purpose a facsimile signature of a Director or member of a committee of the Board (as the case may be) (or his alternate) shall be treated as valid.”

• (v) By deleting Bye-law 156(1) in its entirety and substituting therefore the following:

• “156(1) Subject to Section 88 of the Act, at the annual general meeting or at a subsequent special general meeting in each year, the Members shall appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the next annual general meeting of the Company. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.”

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• (vi) By deleting Bye-law 159 in its entirety and substituting therefore the following:

• “159. If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his/its becoming incapable of acting by reason of illness, other disability or otherwise at a time when his/its services are required, the Directors shall have the power to appoint a new auditor to fill the vacancy and fix his/its remuneration. Any auditor so appointed shall hold office only until the next annual general meeting of the Company.”

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

The Hong Kong Special Administrative Region of the People’s Republic of China, 11 November 2016

Registered office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business:

Unit 3912, 39th Floor, Tower Two

Times Square, Causeway Bay Hong Kong

Notes:

1. Any member entitled to attend and vote at the SGM is entitled to appoint one or more proxies to attend and vote in his/her stead in accordance with the bye-laws of the Company. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any share, any one of such persons may vote at any the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders shall be present at the meeting personally or by proxy, that one of the holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

3. The 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 Hong Kong branch share registrar, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time for holding the SGM, and in default the form of proxy shall not be treated as valid. The completion and return of the form of proxy shall not preclude members from attending and voting in person at the SGM (or any adjournment thereof) should they so desire.

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As at the date of this announcement, the Board comprises (i) Mr. Sun Ho and Mr. Zhou Haijing as executive Directors; (ii) Mr. Zhang Qin, Mr. Yang Guang, Mr. Ji Gang and Mr. Zhang Wei as non-executive Directors; and (iii) Ms. Monica Maria Nunes, Mr. Feng Qing and Dr. Gao Jack Qunyao as independent non-executive Directors.

This announcement, for which the Directors 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 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 Announcements” 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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