Joy Spreader Group Inc. — Capital/Financing Update 2009

Nov 6, 2009

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.

This announcement, for which the directors (the “Directors”) of AGTech Holdings Limited (the “Company”) 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: (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.

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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

(Lapse of Subscription Agreement and Call Option Agreement in respect of the acquisition of up to a maximum of approximately 55.0% equity interest in Gextech Holdings Limited)

The Board wishes to announce that the Subscription Agreement and the Call Option Agreement in respect of the acquisition of up to a maximum of approximately 55.0% equity interest in Gextech Holdings Limited have lapsed.

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

Reference is made to the announcement of the Company dated 6 October 2009 regarding the proposed acquisition of up to a maximum of approximately 55.0% equity interest in Gextech Holdings Limited by the Investor (the “ Previous Announcement ”). Capitalised terms used in this announcement shall have the same meanings as those defined in the Previous Announcement.

The Board wishes to announce that, as certain documents are still outstanding as at the close of business on 6 November 2009 for the Investor’s due diligence and Completion purposes, Completion cannot take place by 6 November 2009 as previously contemplated under the Subscription Agreement. Accordingly, the Subscription Agreement and hence the Call Option Agreement (which is subject to the Completion of the Subscription Agreement) have lapsed with immediate effect.

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The Group may still re-consider this Acquisition opportunity if the aforesaid outstanding documents can be delivered by Gextech in the near future to the satisfaction of the Group. While the Subscription Agreement and the Call Option Agreement have lapsed, the Group continues to treasure the business cooperative relationship with the Gextech Group, and the Investor (or its nominated entity within the Group) will still be fully committed to acting as the sales agent of the Gextech Group to promote, sell or distribute the “Fantastic League” products of the Gextech Group in the PRC, Macao and Hong Kong under the Sales Agency Agreement previously executed between Gextech and the Investor.

By order of the Board AGTech Holdings Limited Sun Ho Chairman

Hong Kong, 6 November 2009

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) Ms. Yang Yang as non-executive Director; and (iii) Mr. Wang Ronghua, Mr. Hua Fengmao and Mr. Kwok Wing Leung Andy as independent non-executive Directors.

This announcement will remain on the “Latest Company Announcement” page of the GEM website 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.

• For identification purpose only

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