Joy Spreader Group Inc. — Capital/Financing Update 2007

May 31, 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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. This announcement does not constitute an offer of securities for sale in any jurisdiction, including the United States. This announcement may not be released or circulated directly or indirectly in the United States. The securities referred to in this announcement have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States unless such securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available.

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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)

PLACING OF EXISTING SHARES

SUBSCRIPTION FOR NEW SHARES

AND

RESUMPTION OF TRADING

On 30 May 2007, the Vendor (being the controlling shareholder of AGTech Holdings Limited) entered into the following agreements:

• (i) the Placing Agreement, pursuant to which the Vendor agreed to place, through the Placing Agent, 339,460,000 Placing Shares to independent Placees at a Placing Price of HK$1.77 per Share; and

• (ii) the Subscription Agreement, pursuant to which the Vendor agreed to subscribe for 339,460,000 new Shares to be issued by the Company at a Subscription Price of HK$1.77 per Share.

The net proceeds of the Subscription receivable by the Company are expected to amount to approximately HK$581 million.

Upon completion of the Placing (but before the Subscription), the Vendor’s interest in the issued share capital of the Company will be reduced from approximately 66.84% to approximately 55.53%. Such interest will then be increased to approximately 60.05% of the issued share capital of the Company as enlarged by the Subscription after completion of the Placing and the Subscription.

• For identification purpose only

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At the request of the Company, trading in the Shares on the Stock Exchange was suspended from 9:30 a.m. on 30 May 2007 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 31 May 2007.

A. PLACING AGREEMENT DATED 30 MAY 2007

Vendor:

MAXPROFIT GLOBAL INC, being the controlling shareholder of the Company holding approximately 66.84% of the issued share capital of the Company as at the date of this announcement.

Number of Placing Shares:

339,460,000 Shares, representing approximately 11.31% of the Company’s existing issued share capital, and approximately 10.16% of the issued share capital of the Company as enlarged by the Subscription.

Placing Price:

HK$1.77 per Placing Share, representing a discount of approximately 10.15% to the closing price of HK$1.97 per Share as quoted on the Stock Exchange on 29 May 2007 (being the last trading day prior to the release of this announcement) and a discount of approximately 11.85% to the average closing price of HK$2.008 per Share as quoted on the Stock Exchange for the 5 consecutive trading days leading up to and including 29 May 2007.

Shares placed to:

Independent professional, institutional and/or individual investors (the number of which is more than 6). It is expected that no Placee will become a substantial shareholder (as defined in the Listing Rules) of the Company as a result of the Placing.

Rights:

The Placing Shares are sold free from all third party rights, liens, charges, equities and encumbrances and together with all rights attaching thereto including the right to receive all dividends and distributions declared, made or paid after the date of the Placing Agreement.

Placing Agent:

Merrill Lynch Far East Limited.

Independence of Placees and Placing Agent:

The Placees (and their ultimate beneficial owners) and the Placing Agent are independent of and not connected the Company, any of the directors, chief executive, management shareholders or substantial shareholders (including the Vendor) of the Company or its subsidiaries or any of their respective associates (as defined in the Listing Rules).

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Lock-up undertakings:

The Company undertook to the Placing Agent that, from the date of the Placing Agreement and for a period of six months after the date of the Placing Agreement, save for (i) the new Shares to be issued under the Subscription Agreement, (ii) Shares to be issued pursuant to any share option scheme of the Company, (iii) Shares to be issued upon exercise of any option or warrant to purchase or subscribe Shares, or upon conversion of securities convertible into Shares, in each case, outstanding on the date of the Placing Agreement, (iv) Shares to be issued and allotted pursuant to the announcement of the Company dated 16 May 2007 in connection with the acquisition of SHINING CHINA INC by the Group, and (v) Shares to be issued and allotted solely for consideration other than cash in any acquisition of a company or a business by the Group, it would not without the prior written consent of the Placing Agent:

• (i) issue, offer, lend, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of, any Shares (or any securities convertible into or exchangeable for Shares);

• (ii) enter into a transaction having an economic effect similar to that of a sale;

• (iii) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of the Shares; or

• (iv) publicly announce any intention to effect any transaction described in (i) to (iii) above.

The Vendor also undertook to the Placing Agent that from the date of the Placing Agreement and for a period of six months after the date of the Placing Agreement, save for the sale of the Placing Shares, it would not without the prior written consent of the Placing Agent:

• (a) offer, lend, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of, any Shares (or any securities convertible into or exchangeable for Shares);

• (b) enter into a transaction having an economic effect similar to that of a sale;

• (c) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of the Shares; or

• (d) publicly announce any intention to effect any transaction described in (a) to (c) above.

Conditions of the Placing:

The Placing is conditional upon the following principal conditions:

1. the execution of the Subscription Agreement;

2. there having been, prior to completion of the Placing, no breach of the representations, warranties and undertakings given by the Vendor and by the Company under the Placing Agreement; and

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1. there having been (i) no suspension of dealings in the Shares for any period of more than one day (even if such suspension is subsequently lifted prior to completion of the Placing) except for any suspension of dealings in the Shares caused by or due to the clearance of this announcement by the Stock Exchange, or no cancellation of the listing of the Shares on the Stock Exchange, or (ii) no adverse announcement, determination, investigation, indictment or ruling of any governmental or other regulatory body and whether against the Vendor, the Company, any of their directors or senior management or otherwise (including delay in approval of this announcement or any other relevant announcement by any relevant stock exchange), which in the opinion of the Placing Agent, would be likely to prejudice materially the success of the Placing.

Completion of the Placing:

Expected to be on or before 1 June 2007.

B. SUBSCRIPTION AGREEMENT DATED 30 MAY 2007

Subscriber:

MAXPROFIT GLOBAL INC.

Number of new Shares to be subscribed:

339,460,000 new Shares, representing approximately 11.31% of the Company’s existing issued share capital as at the date of this announcement, or approximately 10.16% of the issued share capital of the Company as enlarged by the Subscription. The aggregate nominal value of the new Shares to be issued under the Subscription Agreement is HK$678,920.

The new Shares will be issued pursuant to the general mandate granted to the Directors at the annual general meeting of the Company held on 23 October 2006. After completion of the Subscription, 60,020,000 Shares are issuable pursuant to the unutilised portion of such general mandate.

Subscription Price:

The Subscription Price is HK$1.77 per new Share. The Company will pay the costs and expenses of the Placing and the Subscription.

The net proceeds of the Subscription receivable by the Company are expected to amount to approximately HK$581 million (representing a net price per Share under the Subscription of approximately HK$1.713).

Ranking of the new Shares under the Subscription:

The new Shares under the Subscription, when issued and fully paid, will rank equally with the existing Shares.

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Conditions of the Subscription:

Completion of the Subscription is conditional upon:

• (a) the completion of the Placing; and

• (b) the GEM Listing Committee granting the listing of, and permission to deal in, the new Shares to be issued pursuant to the Subscription Agreement.

Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the new Shares to be issued pursuant to the Subscription Agreement.

Long-stop date:

The above conditions precedent of the Subscription Agreement shall have been fulfilled on or before 11 June 2007 (or such later date as may be agreed between the parties thereto).

Completion of the Subscription:

Completion of the Subscription shall take place within 14 days after the date of the Placing Agreement (i.e. on or before 13 June 2007), or such other date as the Company and the Vendor may agree in writing.

If the Subscription is not completed within the 14-day period, the approval from the independent Shareholders will be required according to the requirements under Chapter 20 of the Listing Rules.

C. REASONS FOR THE PLACING AND THE SUBSCRIPTION AND USE OF PROCEEDS

The net proceeds of the Subscription receivable by the Company are expected to amount to approximately HK$581 million. Approximately HK$481 million of the net proceeds from the Subscription will be used for investments undertaken or to be made by the Group should suitable investment opportunities arise including, but not limited to, the investment in 上海卡 友信息服務有限公司 (Shanghai Cardinfo Co., Ltd.) as announced by the Company on 21 March 2007 and the acquisition of the entire issued share capital of SHINING CHINA INC as announced by the Company on 16 May 2007. The remaining balance of approximately HK$100 million will be used as general working capital and for capital expenditure of the Group to cater for its expansion into the sports lottery market of the PRC.

The Directors are of the view that the Placing and the Subscription will allow the Group to raise capital through the equity market while broadening the shareholder base of the Company. The Subscription Price is equivalent to the Placing Price which was arrived at after arm’s length negotiations between the parties involved with reference to the recent market prices of the Shares. The Directors consider that the terms of the Placing Agreement and the Subscription Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

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D. FUND RAISING ACTIVITIES OF THE COMPANY DURING THE PAST 12 MONTHS

Set out below is the fund raising activities of the Company during the past 12 months immediately preceding the date of this announcement:

Date of			Intended use	Actual use
announcement	Event	Net proceeds	of proceeds	of proceeds
17 October 2006	Placing of	Approximately	(i) HK$10 million	(i) Approximately
	210,520,000	HK$54.1 million	as general working	HK$3 million was
	new Shares at		capital of the	used as general
	HK$0.26 per Share		Group; and	working capital of
	(the “Previous			the Group;
	Placing”)		(ii) The remaining
			balance of	(ii) HK$10 million
			approximately	was used for the
			HK$44.1 million	acquisition of the
			for investments	entire issued share
			by the Group.	capital of SYSTEK
				LTD as announced
				by the Company on
				1 December 2006;
				(iii)HK$5.1 million
				was used as the
				Group’s capital
				contribution in
				a joint venture
				company with
				Ladbroke Group as
				announced by the
				Company on
				23 January 2007;
				and

(iv) HK$10 million was used for further investment in a wholly-owned subsidiary of the Company in the PRC.

Note: A total of approximately HK$26 million remains unutilised from the proceeds raised from the Previous Placing. It is intended that approximately HK$7 million of such HK$26 million will be used as general working capital of the Group and the remaining approximately HK$19 million will be used for investments by the Group as previously announced by the Company on 17 October 2006. The aforesaid approximately HK$26 million is currently placed as deposits in the Group’s bank accounts.

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E. SHAREHOLDING STRUCTURE

Set out below is the shareholding structure of the Company immediately before and after completion of the Placing, and immediately after completion of the Placing and the Subscription:

Shareholders MAXPROFIT GLOBAL INC_(Note 1) Mr. Sun Ho(Note 2) Mr. Kot Wai Ming(Note 2) Mr. Wang Ronghua(Note 2) Mr. Hua Fengmao(Note 2) Mr. Kwok Wing Leung Andy(Note 2) _Public: Placees Other public Shareholders Total:	As at the date of this announcement Shares % 2,006,250,000 66.84% 26,750,000 0.89% 26,750,000 0.89% 2,675,000 0.09% 1,355,000 0.04% 2,675,000 0.09% – – 935,340,000 31.16% 3,001,795,000 100.00%	Immediately after completion of the Placing but before the Subscription Shares % 1,666,790,000 55.53% 26,750,000 0.89% 26,750,000 0.89% 2,675,000 0.09% 1,355,000 0.04% 2,675,000 0.09% 339,460,000 11.31% 935,340,000 31.16% 3,001,795,000 100.00%	Immediately after completion of the Placing and the Subscription Shares % 2,006,250,000 60.05% 26,750,000 0.80% 26,750,000 0.80% 2,675,000 0.08% 1,355,000 0.04% 2,675,000 0.08% 339,460,000 10.16% 935,340,000 27.99% 3,341,255,000 100.00%	Immediately after completion of the Placing and the Subscription Shares % 2,006,250,000 60.05% 26,750,000 0.80% 26,750,000 0.80% 2,675,000 0.08% 1,355,000 0.04% 2,675,000 0.08% 339,460,000 10.16% 935,340,000 27.99% 3,341,255,000 100.00%
				100.00%

Notes:

1. MAXPROFIT GLOBAL INC is beneficially and wholly-owned by Mr. Sun Ho, an executive Director and Chairman of the Company.

2. These are Shares held by Directors.

Since it became the controlling shareholder of the Company, MAXPROFIT GLOBAL INC has not dealt in the Shares and has not done so before the Placing and the Subscription.

F. SUSPENSION AND RESUMPTION OF TRADING

Trading in the Shares was suspended with effect from 9:30 a.m. on 30 May 2007 at the request of the Company pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on 31 May 2007.

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G. DEFINITIONS

In this announcement, unless the context otherwise requires, the following 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” directors of the Company “GEM” the Growth Enterprise Market of the Stock Exchange “GEM Listing Committee” the listing sub-committee of the Stock Exchange with responsibility for GEM

• “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Listing Rules” the Rules Governing the Listing of Securities on the GEM “Placees” the placees of the Placing Shares who will be third parties independent of 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 in the Listing Rules)

• “Placing” the placing of 339,460,000 existing Shares by the Vendor through the Placing Agent pursuant to the Placing Agreement

• “Placing Agent” Merrill Lynch Far East Limited, a licensed corporation permitted to engage in types 1, 4 and 6 (dealing in securities, advising on securities and advising on corporate finance) of the regulated activities under the Securities and Futures Ordinance, Cap.571 of the Laws of Hong Kong

• “Placing Agreement” the agreement dated 30 May 2007 entered into between the Vendor, the Company and the Placing Agent in respect of the Placing

• “Placing Price” the placing price of HK$1.77 per Placing Share “Placing Shares” a total of 339,460,000 existing Shares to be placed by the Placing Agent on behalf of Vendor to the Placees pursuant to the Placing Agreement

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“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 “Share(s)” ordinary share(s) of HK$0.002 each in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscription” the subscription of 339,460,000 new Shares by the Vendor pursuant to the Subscription Agreement

• “Subscription Agreement” the agreement dated 30 May 2007 entered into between the Company and the Vendor in respect of the Subscription

• “Subscription Price” the subscription price of HK$1.77 per new Share under the Subscription Agreement

• “Vendor” MAXPROFIT GLOBAL INC, a company incorporated in the British Virgin Islands with limited liability and which holds approximately 66.84% of the issued share capital of the Company as at the date of this announcement

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “%” per cent.

By Order of the Board AGTech Holdings Limited Sun Ho Chairman

Hong Kong, 30 May 2007

As at the date of this announcement, the Board comprises (i) Mr. SUN Ho, Mr. KOT Wai Ming and Mr. Robert Geoffrey RYAN as executive Directors; and (ii) Mr. WANG Ronghua, Mr. HUA Fengmao and Mr. KWOK Wing Leung Andy as independent non-executive Directors.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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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