Joy Spreader Group Inc. — Capital/Financing Update 2014

Jan 21, 2014

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.

==> picture [235 x 114] intentionally omitted <==

==> picture [303 x 49] intentionally omitted <==

(incorporated in Bermuda with limited liability)

(Stock Code: 8279)

GRANT OF SHARE OPTION

This announcement is made pursuant to Rule 23.06A of the Rules Governing the Listing of Securities of the Growth Enterprise Market ( “GEM” ) of The Stock Exchange (the “GEM Listing Rules” ).

The board (the “ Board ”) of directors (the “ Directors ”) of AGTech Holdings Limited (the “ Company ”) hereby announces that the Company has granted share option (the “ Option ”) to certain directors and employees and business development consultants of the Company, subject to acceptance by such grantee, under the share option scheme adopted by the Company on 18 November 2004. The following are the details of the share option granted:

Date of grant

: 21 January 2014 (the “ Date of Grant ”)

Exercise price of the : HK$1.3100 to subscribe for one ordinary share of Option granted HK$0.002 each of the Company (the “ Share ”)

The Option granted : 359,302,000 Shares entitling the grantee to subscribe up to a total of

Closing price of the Shares : HK$1.3100 per Share on the Date of Grant

Average closing price of the : HK$1.2640 per Share Shares for the five business days immediately preceding the Date of Grant on which the Shares were traded on the Stock Exchange

Validity period of : 21 January 2015 to 20 January 2016 for 89,825,500 Shares the Option 21 January 2016 to 20 January 2017 for 89,825,500 Shares 21 January 2017 to 20 January 2018 for 89,825,500 Shares 21 January 2018 to 20 January 2019 for 89,825,500 Shares

Among the total of 359,302,000 Options granted, 22,000,000 Options are granted to seven directors of the Company as follows:

Name of director	Position	Number of
		Options granted
Mr. Bai Jinmin	Executive Director	10,000,000
Mr. Liang Yu	Executive Director	5,000,000
Mr. Robert Geoffrey Ryan	Executive Director	5,000,000
Ms. Yang Yang	Non-Executive Director	500,000
Ms. Monica Maria Nunes	Independent Non-Executive Director	500,000
Mr. Wang Ronghua	Independent Non-Executive Director	500,000
Mr. Hua Fengmao	Independent Non-Executive Director	500,000

Save as disclosed above, none of the grantees is a director, chief executive nor substantial shareholder of the Company or an associate (as defined in the GEM Listing Rules) of any of them.

By order of the Board

AGTech Holdings Limited Sun Ho Chairman & CEO

Hong Kong, 21 January 2014

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 and Mr. Ho King Fung, Eric as non-executive Directors; and (iii) Ms. Monica Maria Nunes, Mr. Wang Ronghua and Mr. Hua Fengmao and as independent non-executive 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 Announcement” page of the internet website operated by the Stock Exchange for the purposes of the GEM 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 http://www.agtech.com.

* For identification purpose only