Joy Spreader Group Inc. — Capital/Financing Update 2013

May 6, 2013

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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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 NEW SHARES AND GRANT OF OPTION UNDER GENERAL MANDATE AND RESUMPTION OF TRADING

Placing Agent

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PLACING OF NEW SHARES AND GRANT OF OPTION

On 3 May 2013 (after trading hours), the Company and the Placing Agent entered into the Placing Agreement (supplemented by the Supplemental Agreement dated 6 May 2013 entered into between the Company and the Placing Agent before the annual general meeting of the Company held at 10 a.m. on 6 May 2013) pursuant to which the Placing Agent has agreed, on a best effort basis to procure, as agent of the Company, not fewer than six Placees for the Placing Shares upon and subject to the terms and conditions set out in the Placing Agreement. On 3 May 2013 (after trading hours), the Company entered into the Option Agreement with the largest placee under the Placing, Placee A, pursuant to which the Company shall grant the Option at a nominal consideration of HK$1 to Placee A entitling it to subscribe for up to a maximum of 212,879,224 Option Shares (representing approximately 5.5% of the existing issued share capital of the Company and approximately 5% of the issued share capital of the Company as enlarged by the Placing) at an exercise price of HK$0.4 per Share (subject to adjustments), in consideration of Placee A acting as the strategic investor and business partner of the Company to jointly explore any entertainment, hotel and/or leisure related business opportunities in Macau with the Company.

• For identification purpose only

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Assuming that all 406,521,739 Placing Shares are successfully placed, the Placing Shares will represent approximately 10.6% of the existing issued share capital of the Company of 3,851,062,750 Shares and approximately 9.5% of the issued share capital of the Company as enlarged by the Placing. If the Option is exercised in full, the Placing Shares and the Option Shares together will represent approximately 16.1% of the existing issued share capital of the Company and approximately 13.9% of the issued share capital of the Company as enlarged by the issue of the Placing Shares and the Option Shares, assuming there is no further change in share capital structure of the Company other than the issue of the Placing Shares and the Option Shares.

The Placing Price of HK$0.345 per Share (i) represents a discount of approximately 19.8% to the closing price of HK$0.43 per Share as quoted on the Stock Exchange on 3 May 2013, being the date of the Placing Agreement; and (ii) represents a discount of approximately 17.9% to the average closing price of HK$0.42 per Share as quoted on the Stock Exchange for the last five trading days immediately prior to the date of the Placing Agreement.

The net proceeds of the Placing (assuming that the Option is not exercised) receivable by the Company are expected to amount to approximately HK$138 million, and the net proceeds of the Placing together with the aggregate exercise price receivable by the Company if the Option is exercised in full are expected to amount to approximately HK$223 million.

Trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on 6 May 2013 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 on the Stock Exchange with effect from 9:00 a.m. on 7 May 2013.

The Placing and the grant of the Option are conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares and the Option Shares and Placing Completion is subject to satisfaction of the conditions as set out in the section headed “Conditions of the Placing” in this announcement. As the Placing and the grant of the Option may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

PLACING OF NEW SHARES

Pursuant to the Placing Agreement, the Placing Agent has agreed, on a best effort basis to procure, as agent of the Company, Placees for the Placing Shares.

Date of Placing Agreement

3 May 2013 (supplemented by the Supplemental Agreement dated 6 May 2013 entered into between the Company and the Placing Agent before the annual general meeting of the Company held at 10 a.m. on 6 May 2013)

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Parties involved

• (i) the Company; and

• (ii) Convoy Investment Services Limited as the Placing Agent.

Placing Shares

Assuming that all 406,521,739 Placing Shares are successfully placed, the Placing Shares represent approximately 10.6% of the existing issued share capital of the Company of 3,851,062,750 Shares and approximately 9.5% of the entire issued share capital of the Company as enlarged by the Placing. The maximum aggregate nominal value of the Placing Shares will be approximately HK$813,043.

Independence of the Placing Agent and the Placees

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owners are independent third parties of the Group and not connected persons (as defined in the GEM Listing Rules) of the Group.

The Placing Shares will be placed to no fewer than six Placees who will be independent individual, corporate, professional and/or institutional investors procured by the Placing Agent and/or any of its sub-agent(s) to subscribe for the Placing Shares. The Placing Agent shall not place any of the Placing Shares to any connected person of the Company. The Company will issue a further announcement upon Placing Completion and disclose the details of the Placees in the event that there are fewer than six Placees.

So far as the Company is aware, the Placing will not result in any of the Placees becoming a Substantial Shareholder. If any of the Placees becomes a Substantial Shareholder as a result of the Placing, further announcement will be made by the Company.

Placing Price

The Placing Price was determined at HK$0.345 per Placing Share after arm’s length negotiations between the Company and the Placing Agent. The Placing Price:

• (i) represents a discount of approximately 19.8% to the closing price of HK$0.43 per Share as quoted on the Stock Exchange on 3 May 2013, being the date of the Placing Agreement; and

• (ii) represents a discount of approximately 17.9% to the average closing price of HK$0.42 per Share as quoted on the Stock Exchange for the last five trading days immediately prior to the date of the Placing Agreement.

The net Placing Price, after taking into account the commission for and estimated expenses of the Placing, is approximately HK$0.34 per Placing Share.

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The Board considers that the Placing Price is fair and reasonable, on normal commercial terms and believes that the Placing is in the best interest of the Company and the Shareholders as a whole.

Conditions of the Placing

The Placing is conditional upon the fulfillment of the following conditions:

• (i) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares and the Option Shares falling to be issued upon the exercise (in whole or in part) by Placee A under the Option; and

• (ii) the obtaining by the Company and the Placing Agent of any other approval as may be required for the Placing.

In the event that such conditions are not fulfilled by 31 May 2013 (or such later date as may be agreed by the Placing Agent and the Company), all rights, obligations and liabilities of the parties under the Placing Agreement in relation to the Placing shall cease and determine and none of the parties shall have any claim against any other party in respect of the Placing save for any antecedent breaches.

Placing Completion

Completion of the Placing shall take place within two Business Days after the fulfillment of the conditions set out in the section headed “Conditions of the Placing” above.

The Placing and the grant of the Option are conditional upon the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares and the Option Shares and Placing Completion is subject to satisfaction of the abovementioned conditions. As the Placing and the grant of Option may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

Termination and Force Majeure

The Placing Agreement may be terminated by the Placing Agent in the absolute opinion of the Placing Agent without liability to the Company, if at any time at or before 9:00 a.m. on the Placing Completion Date, there occurs:

• (i) the introduction of any new law or regulation or any change in existing laws or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the absolute opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Company; or

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• (ii) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before and/or after the date of the Placing Agreement) of a political, military, financial, economic, currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not sui generis with any of the foregoing), or in the nature of any local, national, international outbreak or escalation of hostilities or armed conflict, or affecting local securities market or the occurrence of any combination of circumstances which may, in the absolute opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Company or adversely prejudices the success of the Placing of the Placing Shares to potential investor(s) or otherwise makes it inexpedient or inadvisable for the Company or the Placing Agent to proceed with the Placing; or

• (iii) any significant change in market conditions or combination of circumstances in Hong Kong (including without limitation suspension or material restriction on trading in securities) occurs which affect the success of the Placing (such success being the completion of the Placing of the Placing Shares to potential investor(s)) or otherwise in the sole and absolute opinion of Placing Agent make it inexpedient or inadvisable or inappropriate for the Company or the Placing Agent to proceed with the Placing; or

• (iv) the Company commits any material breach of or omits to observe any of the obligations or undertakings expressed or assumed under the Placing Agreement; or

• (v) any adverse change in the business, financial or trading position of any member of the Group which is material to the Placing; or

• (vi) the Placing Agent shall become aware of the fact that any of the representations or warranties contained in the Placing Agreement was, when given, untrue or inaccurate in any material respect or would in any material respect be untrue or inaccurate, or if repeated the Placing Agent shall determine in its absolute opinion that any such untrue representation or warranty represents or is likely to represent a material adverse change in the financial or trading position or prospects of the Company or will otherwise likely to have a material prejudicial effect on the Placing.

GRANT OF OPTION PURSUANT TO THE OPTION AGREEMENT

Pursuant to the Option Agreement dated 3 May 2013 entered into between the Company and Placee A, the Company shall grant the Option at a nominal consideration of HK$1 to Placee A entitling it to subscribe for up to a maximum of 212,879,224 Option Shares (representing approximately 5.5% of the existing issued share capital of the Company and approximately 5% of the issued share capital of the Company as enlarged by the Placing) at an exercise price of HK$0.4 per Share (subject to adjustments), in consideration of Placee A acting as the strategic investor and business partner of the Company to jointly explore any entertainment, hotel and/ or leisure related business opportunities in Macau with the Company.

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To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Placee A and its ultimate beneficial owner are independent third parties of the Group and not connected persons (as defined in the GEM Listing Rules) of the Group. Background of Placee A is contained in the section headed “Background of Placee A” below in this announcement.

Terms and Condition of the Option

• (i) The Option will not be listed on the Stock Exchange or any other stock exchange, and shall entitle Placee A to exercise in whole or in part to subscribe for up to a maximum of 212,879,224 Shares;

• (ii) Exercise period : the Option may be exercised in whole or in part by Placee A serving prior written exercise notice (the “ Exercise Notice ”) to the Company at any time during a 3-year period from the date of the Company obtaining the approval of the Stock Exchange for the listing of and permission to deal in the Option Shares (the “ Exercise Period ). The Company will make an announcement if the Option is exercised in whole or in part by Placee A during the Exercise Period;

• (iii) Exercise price : HK$0.4 per Share (subject to adjustments as described in (ix) below), payable in cash (by way of cheque or banker’s draft) by Placee A upon it serving the Exercise Notice to the Company.

The exercise price of the Option:

• represents a discount of approximately 7.0% to the closing price of HK$0.43 per Share as quoted on the Stock Exchange on 3 May 2013, being the date of the Option Agreement; and

• represents a discount of approximately 4.8% to the average closing price of HK$0.42 per Share as quoted on the Stock Exchange for the last five trading days immediately prior to the date of the Option Agreement.

• (iv) Any unexercised portion of the Option shall lapse and cease to have any force and effect immediately following the expiry of the Exercise Period, and either party hereto shall have no claim against each other as a result of such lapse of the Option;

• (v) The Option is not transferable to any party by Placee A and any transfer (whether directly or indirectly) to any connected person of the Company (as defined in the GEM Listing Rules) shall require the prior approval of the Stock Exchange;

• (vi) The Option shall not entitle its holder to vote at any Shareholders’ meetings of the Company;

• (vii) The grant of the Option to Placee A by the Company is subject to the Company having obtained an approval from the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Option Shares. The Company shall grant the Option to Placee A within 5 Business Days after the aforesaid condition has been fulfilled;

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• (viii) Within 3 Business Days following receipt by the Company of the Exercise Notice from Placee A, the Company shall instruct the share registrar of the Company to allot and issue the relevant Shares to Placee A as a result of its exercise in whole or in part of the Option. However, the actual date of delivery of the relevant Share certificate(s) shall be subject to the internal procedure of the share registrar from time to time;

• (ix) In the event of a capitalisation issue, rights issue, open offer, reduction of capital, subdivision or consolidation of Shares in the Company whilst any portion of the Option remains exercisable, adjustments shall be made to the aggregate number of Option Shares, and/or to the exercise price per Option Share, issuable under any outstanding portion of the Option as the independent financial adviser of the Company or the auditors of the Company (as the case may be) shall certify in writing to the Board that the adjustments will give Placee A the same proportion of the equity capital of the Company as that to which Placee A was previously entitled and that the adjustments will not increase the aggregate intrinsic value of such outstanding portion of the Option. Any such adjustments will be made on the basis that the aggregate exercise price payable on the full exercise of the outstanding portion of the Option is to remain the same as it was before such event. No such adjustments will be made the effect of which would be to enable an Option Share to be issued at less than its nominal value or which would change the proportion of the issued share capital of the Company for which Placee A is entitled to subscribe pursuant to the Option held by it before such adjustments. For the avoidance of doubt, the issue of securities by the Company as consideration in a transaction or the placing of new securities by the Company is not to be regarded as a circumstance requiring any adjustments to the aggregate number of Option Shares, and/ or to the exercise price per Option Share, issuable under any outstanding portion of the Option. The Company will make an announcement if any of the aforesaid adjustments are made pursuant to this paragraph; and

• (x) The Option Shares shall rank pari passu in all respects with all other Shares then in issue.

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EFFECTS ON SHAREHOLDING STRUCTURE

The changes of the shareholding structure of the Company as a result of the issue of the Placing Shares and the Option Shares are as follows:

Name of Shareholder Mr. Sun Ho (“Mr. Sun”) MAXPROFIT GLOBAL INC (Note 1) Mr. Sun’s total Mr. Bai Jinmin (“Mr. Bai”) Fine Bridge International Limited_(Note 2)_ Mr. Bai’s total Other directors of the Group Total Shares beneficially owned by directors of the Group Placees Other public Shareholders	As at the date of this announcement No. of Shares Approximate % 27,078,000 0.70% 2,006,250,000 52.10% 2,033,328,000 52.80% 6,687,500 0.17% 44,876,600 1.17% 51,564,100 1.34% 22,267,125 0.58% 2,107,159,225 54.72% – 0.00% 1,743,903,525 45. 28% 3,851,062,750 100.00%	Immediately following the Placing (before the Option is exercised)(Note 3) No. of Shares Approximate % 27,078,000 0.64% 2,006,250,000 47.12% 2,033,328,000 47.76% 6,687,500 0.16% 44,876,600 1.05% 51,564,100 1.21% 22,267,125 0.52% 2,107,159,225 49.49% 406,521,739 9.55% 1,743,903,525 40.96% 4,257,584,489 100.00%	Immediately following the Placing (assuming the Option is exercised in full)(Note 4) No. of Shares Approximate % 27,078,000 0.60% 2,006,250,000 44.88% 2,033,328,000 45.48% 6,687,500 0.15% 44,876,600 1.00% 51,564,100 1.15% 22,267,125 0.50% 2,107,159,225 47.13% 619,400,963 13.86% 1,743,903,525 39.01% 4,470,463,713 100.00%

Notes:

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

2. Fine Bridge International Limited is beneficially and wholly-owned by HB Resources Investment Limited, which in turn is beneficially and wholly-owned by Mr. Bai Jinmin, executive Director.

3. This scenario is based on the assumptions that (a) the Option will not be exercised; (b) other than the issue of the Placing Shares, no further Shares will be issued or repurchased by the Company after the date of this announcement; and (c) the respective shareholdings of MAXPROFIT GLOBAL INC, Mr. Sun, Fine Bridge International Limited, Mr. Bai, and other directors of the Company and its subsidiaries will remain unchanged after the date of this announcement.

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1. This scenario is based on the assumptions that (a) the Option will be exercised in full following Placing Completion; (b) other than the issue of the Placing Shares and the Option Shares, no further Shares will be issued or repurchased by the Company after the date of this announcement; and (c) the respective shareholdings of MAXPROFIT GLOBAL INC, Mr. Sun, Fine Bridge International Limited, Mr. Bai, and other directors of the Company and its subsidiaries will remain unchanged after the date of this announcement.

GENERAL MANDATE TO ISSUE THE PLACING SHARES AND THE OPTION SHARES

The Placing Shares and the Option Shares will be issued pursuant to the general mandate granted to the Directors by a resolution of the Shareholders passed at the annual general meeting of the Company held on 7 May 2012. Specific Shareholders’ approval is therefore not required for the allotment and issue of the 406,521,739 Placing Shares and a maximum of 212,879,224 Option Shares. The maximum number of the Shares which may be issued by the Company under the general mandate mentioned above is 768,790,675 Shares, which will be sufficient to accommodate the issue of the Placing Shares and the Option Shares (if the Option is exercised) as no other Shares have been issued by the Company pursuant to such general mandate.

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Placing Shares and the Option Shares.

RANKING OF THE PLACING SHARES AND OPTION SHARES

The Placing Shares and the Option Shares shall rank pari passu in all respects with all other Shares then in issue.

INFORMATION ON THE GROUP

The Group is the leading integrated gaming company in China’s sports lottery market. The Group is principally engaged in (i) gaming technologies (game software, systems, hardware and terminals); (ii) lottery management; and (iii) online and mobile lottery. The Group is committed to applying international best practice and advanced technologies to the lottery industry in various areas such as lottery systems, lottery hardware, lottery/betting games, internet and mobile phone distribution and systems, wireless network and streaming media, thereby providing China’s lottery authorities and millions of lottery players in China with professional and integrated lottery services.

The Group has a team of approximately 200 professionals and the footprint of its sports lottery business now covers 80% of the provinces and municipalities across China. The Group is a member of the World Lottery Association (WLA) and the Asia Pacific Lottery Association (APLA).

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REASONS FOR AND BENEFITS OF THE PLACING AND USE OF PROCEEDS

The Directors consider it beneficial for the Group to raise funds through the Placing. The Placing represents a good opportunity to raise additional general working capital for future business development of the Group, and will enhance the capital and shareholders’ base of the Company and thereby increasing the liquidity of the Shares. In addition, the net proceeds will be used for business development, working capital of the Group, and/or investments undertaken or to be made by the Group should suitable investment opportunities arise including, but not limited to, investment opportunities in relation to any entertainment, hotel and/or leisure related business in Macau.

The gross proceeds from the Placing (assuming that all 406,521,739 Placing Shares are successfully placed by the Placing Agent) is expected to be approximately HK$140 million in aggregate. The net proceeds of the Placing (assuming that the Option is not exercised) receivable by the Company are expected to amount to approximately HK$138 million, and the net proceeds of the Placing together with the aggregate exercise price receivable by the Company if the Option is exercised in full are expected to amount to approximately HK$223 million.

FUND RAISING ACTIVITIES OF THE COMPANY IN THE LAST TWELVE MONTHS

The Company has not undertaken any fund raising activities in the past twelve months immediately preceding the date of this announcement.

BACKGROUND OF PLACEE A

Placee A is a company incorporated in the British Virgin Islands with limited liability and is beneficially and wholly-owned by Mr. CHEUNG Lup Kwan ( 張立群先生 ) (“ Mr. Cheung ”). Mr. Cheung is a businessman and a member of the Legislative Assembly in Macau.

In the area of public services, Mr. Cheung was directly elected as a legislator of the Legislative Assembly in the name of the “Association for Socio-Economic Reform of Macau” in 2001. In 2005, he joined the Charitable, Cultural, Educational, Sports sector and was indirectly re-elected and was successfully re-elected in the sector in 2009. He is currently a standing committee of the Tenth Chinese People’s Political Consultative Conference of Jiangxi Province, a member of the Legislative Assembly of Macau, a member of the Economic Development Council of Macau, and the Permanent Honorary President of the Macao Chamber of Commerce.

In the business area, Mr. Cheung is prominent in the leisure and entertainment industry in Macau. He is the Managing Director of Great Will Investment Co., Ltd. of Macau, the Vice President and General Manager of Marina Clube Internacional-Recreio E Invest. Sarl and the Managing Director of Pousada Marina Infante Hotel. Over the years, Mr. Cheung has been working closely with the relevant commercial organisations in the industry with an aim to promote the healthy development of Macau’s society and cultural undertakings.

In addition, Mr. Cheung has always been enthusiastic about public welfare. He has actively participated in the sports development for the community in Macau and is currently the Chairman of the Chairing Committee of General Meeting of Macau Football Association.

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TRADING HALT AND RESUMPTION OF TRADING

Trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on 6 May 2013 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 on the Stock Exchange with effect from 9:00 a.m. on 7 May 2013.

DEFINITIONS

In this announcement, unless otherwise defined, terms used shall have the following meanings:

“Board”	the board of Directors
“Business Day”	a day (other than a Saturday, Sunday and public holiday
	in Hong Kong) on which licensed banks in Hong Kong
	generally are open for business
“Company”	AGTech Holdings Limited, a company incorporated in
	Bermuda with limited liability, the shares of which are listed
	on GEM
“Director(s)”	the director(s) of the Company
“GEM”	The Growth Enterprise Market of the Stock Exchange
“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
“Macau”	the Macau Special Administrative Region of the PRC
“Option”	the option granted by the Company to Placee A at a nominal
	consideration of HK$1 entitling it to subscribe for up to
	a maximum of 212,879,224 Shares at an exercise price of
	HK$0.4 per Share (subject to adjustments) pursuant to the
	Option Agreement
“Option Agreement”	the Option Agreement executed on 3 May 2013 between the
	Company and Placee A in relation to the grant of the Option
	by the Company to Placee A

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“Option Shares” the Shares issuable under the Option “Placee A” the largest placee under the Placing, namely, Rainwood Resources Limited, which is a company incorporated in the British Virgin Islands with limited liability and is beneficially and wholly-owned by Mr. CHEUNG Lup Kwan; details of the background of Placee A are contained in the section headed “Background of Placee A” of this announcement “Placee(s)” any independent individual, corporate, professional and/ or institutional investor(s) procured by or on behalf of the Placing Agent and/or its sub-agent(s) to subscribe for any of the Placing Shares

“Placing” the placing of the Placing Shares by the Placing Agent pursuant to the Placing Agreement

• “Placing Agent” Convoy Investment Services Limited, a licensed corporation for type 1 (dealing in securities), type 2 (dealing in futures contracts), type 4 (advising on securities) and type 9 (asset management) regulated activities under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)

• “Placing Agreement” the placing agreement entered into between the Company and the Placing Agent on 3 May 2013 in relation to the Placing

• “Placing Completion” completion of the Placing in accordance with the terms and conditions of the Placing Agreement

• “Placing Completion Date” within two Business Days following the fulfillment of the conditions specified in the Placing Agreement, or such other date as may be agreed by the Company and the Placing Agent

• “Placing Price” the price of HK$0.345 per Placing Share

• “Placing Share(s)” up to a maximum of 406,521,739 new Shares to be allotted and issued under the Placing

• “PRC” the People’s Republic of China

“Share(s)” ordinary share(s) of HK$0.002 each in the issued share capital of the Company “Shareholder(s)” holder(s) of the Share(s)

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“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“Substantial Shareholder” has the same meaning ascribed thereto under the GEM Listing Rules

“Supplemental Agreement” the supplemental agreement to the Placing Agreement dated 6 May 2013 entered into between the Company and the Placing Agent before the annual general meeting of the Company held at 10 a.m. on 6 May 2013

“HK$” “%” per cent

Hong Kong dollars, the lawful currency of Hong Kong

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

Hong Kong, 6 May 2013

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 nonexecutive Director; and (iii) 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 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 Announcement” 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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