Joy Spreader Group Inc. — Capital/Financing Update 2007

Oct 26, 2007

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims 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)

DISCLOSURE PURSUANT TO RULE 17.10 OF THE GEM LISTING RULES (Establishment of joint venture company for provision of printing services for PRC sports lottery instant scratch tickets)

The Board is pleased to announce that, on 26 October 2007, a shareholders’ agreement has been entered into between a wholly-owned subsidiary of the Company and the JV Partner for the purposes of establishing a 50%/50% owned joint venture company (“ JV ”) in the PRC. The JV will be principally engaged in the provision of printing services for primarily PRC sports lottery instant scratch tickets.

This announcement is made pursuant to Rule 17.10 of the GEM Listing Rules.

The Board is pleased to announce that, on 26 October 2007, a shareholders’ agreement has been entered into between the Subsidiary and the JV Partner for the purposes of establishing a 50%/50% owned JV in the PRC. The JV will be principally engaged in the provision of printing services (including research and development of printing technologies, design and/or printing of lottery tickets) for primarily PRC sports lottery instant scratch tickets (即開型刮咭式彩票 ). Each of the two shareholders of the JV (i.e. the Subsidiary and the JV Partner) shall nominate 3 directors to sit on the board of directors of the JV. The profit of the JV shall be shared by the Subsidiary and the JV Partner on a 50%/50% basis. The tenure of the JV is 30 years.

The registered capital of the JV shall be RMB50 million (or approximately HK$51.72 million) and shall be contributed by the Subsidiary and the JV Partner on a 50%/50% basis. As the capital contribution to be borne by the Subsidiary is only RMB25 million (or approximately HK$25.86 million), the formation of the JV under the aforesaid shareholders’ agreement will not constitute a notifiable transaction for the Company under the GEM Listing Rules.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the date of this announcement, the JV Partner and its beneficial owners, are third parties independent of and not connected with the Company and the directors, chief executive, management shareholders or substantial shareholders of the Company or its subsidiaries, or any of their respective associates (as defined under the GEM Listing Rules).

• For identification purpose only

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Since the Subsidiary only owns 50% of the equity interest in the JV, the JV will not be treated as a subsidiary of the Company, and the JV Partner will not be considered as a “connected person” of the Company for the purposes of Chapter 20 of the GEM Listing Rules.

Reasons for the formation of the JV

The terms of the aforesaid shareholders’ agreement for the JV were negotiated on an arm’s length basis between the parties involved. The Board believes that the formation of the JV allows the Group to further expand its PRC sports lottery business into the provision of printing services for instant scratch lottery tickets, and is in line with the Group’s focus on becoming a fully integrated solutions provider for the sports lottery sector in the PRC.

With the momentum building up in the run-up to the 2008 Beijing Olympic Games, China is on the track of becoming one of the fastest growing and ultimately one of the largest sports lottery markets in the world. Coupled with the fact that the sales of instant scratch lottery tickets for the sports lottery sector (2005 total sales: approximately RMB38.8 million, or approximately HK$40.1 million) lags substantially behind those for the welfare lottery sector (2005 total sales: approximately RMB901.1 million, or approximately HK$932.0 million) in the PRC (Source of information: 中國 彩票年鑒 2006 (2006 Yearbook of the Chinese Lotteries)) , the Board considers that there is huge potential for the sports lottery instant scratch tickets business to grow and the formation of the JV will allow the Group to capitalise on this promising market opportunity.

Following the formation of the JV, the products and services offered or proposed by the Group for the sports lottery sector in the PRC include the provision of new software games and related systems, the provision of payment-related products specifically targeted for use to facilitate sports lottery sales, the supply of sales terminals, the provision of management consultancy services to authorised operator(s) of sports lottery sales venues and the provision of printing services for primarily PRC sports lottery instant scratch tickets.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following words and expressions shall have the following meanings when used herein:

“Board”	the board of Directors
“Company”	AGTech Holdings Limited, a company incorporated in Bermuda
	with limited liability and the issued shares of which are listed on
	GEM
“Directors”	the directors of the Company
“GEM”	the Growth Enterprise Market of The Stock Exchange of Hong
	Kong Limited
“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

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“JV Partner”	the 50% shareholder of the JV which is a PRC incorporated
	company independent of, and not connected with, the directors,
	chief executive, management shareholders or substantial
	shareholders of the Company or its subsidiaries, or any of their
	respective associates (as defined in the GEM Listing Rules)
“PRC”	the People’s Republic of China which, for the purpose of this
	announcement, excludes Hong Kong, the Macao Special
	Administrative Region of the PRC and Taiwan
“Subsidiary”	a wholly-owned subsidiary of the Company incorporated in the
	PRC
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“RMB”	Renminbi, the lawful currency of the PRC
“%”	per cent.

Note: Unless otherwise specified and for reference only, the conversion of Hong Kong dollars into Renminbi is based on the exchange rate of HK$1.00 = RMB0.9668 in this announcement.

By Order of the Board Sun Ho Chairman

Hong Kong, 26 October 2007

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Sun Ho, Mr. Bai Jinmin and Mr. Robert Geoffrey Ryan, and three independent non-executive Directors, namely Mr. Wang Ronghua, Mr. Hua Fengmao and Mr. Kwok Wing Leung Andy.

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: (1) the information contained in this announcement is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this announcement misleading; and (3) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This announcement will remain at www.hkgem.com on the “Latest Company Announcements” page of the GEM website for at least 7 days from the date of its posting.

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