Joy Spreader Group Inc. — Board/Management Information 2017

Nov 10, 2017

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)

RESIGNATION AND APPOINTMENT OF NON-EXECUTIVE DIRECTORS

• The Board announces that with effect from 10 November 2017:

• (i) Mr. Zhang Wei has resigned as a non-executive Director; and

• (ii) Mr. Zou Liang has been appointed as a non-executive Director.

RESIGNATION OF NON-EXECUTIVE DIRECTOR

The board (the “ Board ”) of directors (the “ Director(s) ”) of AGTech Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) announces that Mr. Zhang Wei (“ Mr. Zhang ”) has resigned as a non-executive Director with effect from 10 November 2017 due to his other business engagements which require more time and dedication.

Mr. Zhang has confirmed that he has no disagreement with the Board and that there are no matters that need to be brought to the attention of the shareholders of the Company (the “ Shareholders ”) or The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

The Board would like to take this opportunity to express its sincere gratitude to Mr. Zhang for his valuable contributions during his terms of office with the Company.

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APPOINTMENT OF NON-EXECUTIVE DIRECTOR

The Board is pleased to announce that Mr. Zou Liang (“ Mr. Zou ”) has been appointed as a non-executive Director with effect from 10 November 2017.

Mr. Zou

Mr. Zou, aged 44, obtained a bachelor’s degree in economics technology from Hunan University in the People’s Republic of China (the “ PRC ”), a master’s degree in Administration Management from Zhongnan University of Economics and Law in the PRC and also an Executive Master of Business Administration degree from China Europe International Business School. Mr. Zou joined Ant Small and Micro Financial Services Group Co., Ltd. (浙江螞蟻小微金融服務集團有限公司) (“ Ant Financial ”, together with its subsidiaries, “ Ant Financial Group* ”) in 2015 and is currently the senior director of the Payment Business Group-Business Solution & Open Platform division of Ant Financial Group. Prior to joining Ant Financial Group, Mr. Zou was a general manager at Hunan Yuanchen Investment Group (湖南遠晨投資集團) from February 2010 to March 2015.

Both Mr. Zou and Mr. Ji Gang, a non-executive Directors are employees of Ant Financial Group. Save as disclosed above, as at the date of this announcement, Mr. Zou (i) has not previously held and is not holding any other position with the Company or any of its subsidiaries; (ii) has not held any other directorships in any listed companies in the last three years or any other major appointments and professional qualifications; and (iii) does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company, nor any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, there is no other matter in relation to the appointment of Mr. Zou that needs to be brought to the attention of the Shareholders nor is there any information that is required to be disclosed pursuant to any of the requirements under Rules 17.50(2)(h) to (v) of the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange (the “ GEM Listing Rules ”).

Mr. Zou has entered into a letter of appointment with the Company for a fixed term of one year commencing on 10 November 2017, unless terminated by the parties pursuant to the letter of appointment. Mr. Zou will hold office until the first general meeting of the Company after his appointment, where he shall retire in accordance with the Bye-laws of the Company and also be eligible for re-election at that meeting. Thereafter, 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. Zou’s appointment will also be subject to the applicable requirements of the GEM Listing Rules. Mr. Zou is not entitled to receive any remuneration from the Company in respect of his position as a non-executive Director.

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The Board would like to extend its warm welcome to Mr. Zou in joining the Board.

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

* For identification purpose only

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

10 November 2017

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. Zou Liang 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 (the “ 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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