Joy Spreader Group Inc. — Capital/Financing Update 2016

Aug 25, 2016

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)

VOLUNTARY ANNOUNCEMENT

BUSINESS UPDATE

This announcement is made by AGTech Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) on a voluntary basis to keep shareholders and potential investors informed of the latest developments of the Group.

Following the completion of the subscription of shares and convertible bonds issued by the Company by Ali Fortune Investment Holding Limited (“ Ali Fortune ”) (a company indirectly owned as to 60% by Alibaba Group Holding Limited (“ Alibaba ”) and as to 40% by Zhejiang Ant Small and Micro Financial Services Group Co., Ltd. (“ Ant Financial ”)) on 10 August 2016 (“ Completion ”), the board (the “ Board ”) of directors (the “ Directors ”) of the Company wishes to inform its shareholders and potential investors of the latest post-Completion status as follows:

1. Following Completion and the signing of the business cooperation framework agreement among the Company, Taobao (China) Software Co., Ltd. (“ Taobao ”) and Alipay.com Co., Ltd. (“ Alipay ”) (the “ Business Cooperation Framework Agreement ”, as more particularly described in the Company’s circular dated 25 May 2016), the Company has received subscription monies of approximately HK$2.388 billion and is now the exclusive business platform of Alibaba group and Ant Financial group to apply for and hold business qualifications and licenses for the operations of lottery businesses.

2. For identification purpose only

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1. The existing management team of the Group remains to be in place: Mr. Sun Ho is the Chairman and the Chief Executive Officer of the Group, Mr. Bai Jinmin is responsible for the Group’s daily operations as the Chief Operating Officer of the Group; Mr. Liang Yu continues to be responsible for the Group’s legal and compliance as a President of the Group; and Mr. Cheng Guoming continues to be responsible for the Group’s investment and global strategy as a President of the Group.

2. In line with the Business Cooperation Framework Agreement, the Group, Taobao and Alipay are now engaged in detailed planning and implementation works in order to most effectively align the resources of Alibaba group and Ant Financial group with those of the Group with a view to promote sustainable growth of the Group.

Alibaba is the largest retail commerce company in the world in terms of gross merchandise volume. It provides the fundamental technology infrastructure and marketing reach to help businesses leverage the power of the Internet to establish an online presence and conduct commerce and engage with hundreds of millions of consumers and other businesses. The Board believes that regulations permitting controlled and responsible expansion of lottery distribution channels (e.g. online and mobile channels) will be introduced in China in the future and believe that the Group is now well-positioned to play a leading role in the event of such developments.

Subject to the finalisation of detailed planning and implementation works, the Board believes that the Group will have access to new and exciting growth opportunities in terms of both online and offline lottery areas thanks to the reach and power of Alibaba’s ecosystem, Alibaba’s and Ant Financial’s huge customer base and Alibaba’s Cloud Computing systems.

The Board is highly confident of the Group’s prospects. The Group will issue further announcement(s) to keep the market informed of material developments (if any) as and when appropriate, or where required by the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange.

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, 25 August 2016

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As at the date of this announcement, the Board comprises (i) Mr. Sun Ho and Mr. Zhou Haijing as executive Directors; (ii) Mr. Zhang Qin, Mr. Yang Guang, Mr. Ji Gang and Mr. Zhang Wei as non-executive Directors; 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 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, 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 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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