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Joy Spreader Group Inc. Capital/Financing Update 2011

Nov 30, 2011

51106_rns_2011-11-30_6af62a64-b331-4587-a530-240c5076cadf.pdf

Capital/Financing Update

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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)

SUPPLEMENTAL AGREEMENT IN RELATION TO THE ACQUISTION OF A 65% EQUITY INTEREST IN GOT

Reference is made to the announcements of the Company dated 29 March 2011, 6 April 2011 and 9 May 2011 and the circular of the Company dated 19 April 2011 (the “ Circular ”) relating to a very substantial acquisition of a 65% equity interest in GOT. Capitalised terms used herein have the same meanings as defined in the Circular unless specified otherwise.

The Board would like to announce that on 30 November 2011, the Company and CEC entered into a supplemental agreement to the Share Transfer Agreement (the “ Supplemental Agreement ”) pursuant to which the Consideration for the Sale Interest is adjusted from RMB108,023,500 (equivalent to approximately HK$127.47 million) to RMB107,223,500 (equivalent to approximately HK$126.52 million), representing a downward adjustment of RMB800,000 (equivalent to approximately HK$944,000). Pursuant to the Supplemental Agreement, taking into account of the Deposit of RMB32,407,050 (equivalent to approximately HK$38.24 million) paid by Century Decai, the adjusted balance of the consideration of RMB74,816,450 (equivalent to approximately HK$88.28 million) shall be payable by Century Decai in cash within 3 Business Days from the date of execution of the Supplemental Agreement. Save for the aforesaid changes, all other material terms and conditions of the Share Transfer Agreement remain unchanged.

It is expected that completion of the Acquisition will take place by the end of December 2011. Upon completion of the Acquisition, GOT will become a wholly-owned subsidiary of the Company and the financial results of GOT will be consolidated into the financial statements of the Company.

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

Hong Kong, 30 November 2011

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For illustration purposes, figures in RMB in this announcement have been translated into HK$ at the exchange rate of RMB1 = HK$1.18. Such conversion shall not be construed as a representation that amounts in RMB were or may have been converted into HK$ using such exchange rate or any other exchange rate or at all.

As at the date of this announcement, the Board comprises Mr. Sun Ho, Mr. Robert Geoffrey Ryan, Mr. Bai Jinmin and Mr. Liang Yu as executive Directors; Ms. Yang Yang as non-executive Director; and Mr. Wang Ronghua, Mr. Hua Fengmao and Mr. Kwok Wing Leung Andy as independent nonexecutive Directors.

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, 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 (www.hkgem.com) for at least 7 days from its date of posting and will be published on the website of the Company at http://www.agtech.com.

  • For identification purpose only.

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