Joy Spreader Group Inc. — Capital/Financing Update 2015

Sep 21, 2015

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.

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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)

ANNOUNCEMENT PURSUANT TO RULE 17.10 OF THE GEM LISTING RULES AND INSIDE INFORMATION PROVISIONS UNDER PART XIVA OF THE SECURITIES AND FUTURES ORDINANCE

AND RESUMPTION OF TRADING

This announcement is made pursuant to Rule 17.10 of the Rules Governing the Listing of Securities on the Growth Enterprise Market (the “ GEM ”) of the Stock Exchange (the “ GEM Listing Rules ”) and the Inside Information Provisions (as defined under the GEM Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “ SFO ”).

Reference is also made to the announcement of AGTech Holdings Limited (the “ Company ”) dated 14 September 2015 in respect of trading halt in the shares of the Company (the “ Shares ”) relating to inside information.

The board of directors of the Company (the “ Board ”) noted recent movement in the price and trading volume of the Shares. Having made such enquiry with respect to the Company as is reasonable in the circumstances, the Board confirms that, save as disclosed in this announcement, it is not aware of any reasons for these price and trading volume movements or of any information which must be announced to avoid a false market in securities of the Company or of any inside information that needs to be disclosed under Part XIVA of the SFO.

• For identification purpose only

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The Board wishes to inform its shareholders (the “ Shareholders ”) that it is in preliminary discussions with an independent third party not connected with the Company or any connected person (as defined in the GEM Listing Rules) of the Company (the “ Potential Investor ”) regarding a possible subscription by the Potential Investor of new securities of the Company (the “ Possible Transaction ”).

As at the date of this announcement, no definitive and/or legally binding agreements have been entered into in respect of the Possible Transaction. The preliminary discussions with the Potential Investor are still in progress, and the Possible Transaction may or may not materialise. Further announcement(s) will be made by the Company as and when appropriate.

Shareholders and potential investors of the Company are urged to exercise extreme caution when dealing in the Shares and/or other securities of the Company.

RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 3:30 p.m. on 14 September 2015 pending the release of this announcement. Application has been made by the Company for resumption of trading in the Shares on the Stock Exchange with effect from 9:00 a.m. on 22 September 2015.

This announcement is made by the order of the Company. The Board collectively and individually accepts responsibility for the accuracy of this announcement.

By Order of the Board AGTech Holdings Limited Sun Ho Chairman and CEO

The Hong Kong Special Administrative Region of the People’s Republic of China, 21 September 2015

As at the date of this announcement, the Board comprises (i) Mr. Sun Ho, Mr. Bai Jinmin, Mr. Liang Yu and Mr. Cheng Guoming as executive Directors; (ii) Mr. Ho King Fung, Eric as non-executive Director; and (iii) Ms. Monica Maria Nunes, Mr. Feng Qing and Dr. Gao Jack Qunyao 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 Announcements” 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.

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