Joy Spreader Group Inc. — Capital/Financing Update 2016

Mar 16, 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.

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.

==> picture [126 x 39] intentionally omitted <==

AGTech Holdings Limited 亞博科技控股有限公司 *

(incorporated in Bermuda with limited liability)

(Stock Code: 8279)

EXERCISE OF THE RAINWOOD OPTIONS BY RAINWOOD RESOURCES LIMITED

Reference is made to the announcements of the Company dated 6 May 2013 and 21 May 2013 regarding, among other things, the grant of the Rainwood Options by the Company to Rainwood Resources Limited entitling it to subscribe for up to 212,879,224 Shares at an exercise price of HK$0.40 per Share (subject to customary adjustment in the event of capitalisation issue) at any time during a 3-year period from the date of the grant. Reference is also made to the announcement of the Company dated 4 March 2016 (the “ Subscription Announcement ”) regarding the proposed subscription of 4,817,399,245 Subscription Shares and Convertible Bonds in the principal amount of HK$712,582,483 by Ali Fortune Investment Holding Limited (the “ Subscriber ”). Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings given to them in the Subscription Announcement.

EXERCISE OF OPTIONS BY RAINWOOD RESOURCES LIMITED

The Board is pleased to announce that on 16 March 2016, Rainwood Resources Limited has exercised the Rainwood Options in full to subscribe for a total of 212,879,224 Shares (the “ Rainwood Shares ”) (representing approximately 4.54% of the issued share capital of the Company as at the date of this announcement and approximately 4.35% of the issued share capital of the Company as enlarged by the allotment and the issue of the Rainwood Shares) at the exercise price of HK$0.40 per Share. The aggregate exercise price received by the Company amounted to approximately HK$85.2 million.

• For identification purpose only

– 1 –

As at the date of this announcement immediately prior to the issue of the Rainwood Shares, there are 4,684,710,628 Shares in issue. Immediately following the issue of the Rainwood Shares, the total number of Shares in issue will become 4,897,589,852.

ADJUSTMENT TO CONVERSION PRICE OF CONVERTIBLE BONDS

As disclosed in the Subscription Announcement, on or before Completion, if and whenever the Company issues Shares or grants options to subscribe for any Shares under the Score Value Transaction, or issues Shares under the Rainwood Options or the Consultant Options, the Conversion Price of the Convertible Bonds shall be adjusted (as if the Convertible Bonds had been issued at that time).

Accordingly, following the issue of the Rainwood Shares, the initial Conversion Price of the Convertible Bonds will be adjusted from HK$0.3478 per Share (the “ Existing Initial Conversion Price ”) to HK$0.3036 per Share (the “ Adjusted Initial Conversion Price ”), and the maximum number of Shares that will be issued upon full conversion of the Convertible Bonds at the Adjusted Initial Conversion Price is 2,346,908,765. There is no change in the principal amount of the Convertible Bonds.

IMPACT ON THE SUBSCRIBER’S SHAREHOLDING INTEREST IN THE COMPANY

Prior to the issue of the Rainwood Shares, immediately upon Completion:

• (1) assuming that the Convertible Bonds are not converted at all, the Subscriber (together with parties acting in concert with it (as defined in the Takeovers Code)) will hold 4,817,399,245 Shares, representing approximately 50.70% of the issued share capital of the Company as enlarged by the allotment and the issue of the Subscription Shares; and

• (2) assuming that the Convertible Bonds are converted in full at the Existing Initial Conversion Price, the Subscriber (together with parties acting in concert with it (as defined in the Takeovers Code)) will hold 6,866,317,966 Shares, representing approximately 59.44% of the issued share capital of the Company as enlarged by the allotment and the issue of the Subscription Shares and the Conversion Shares.

As a result of the issue of the Rainwood Shares, immediately upon Completion:

• (1) assuming that the Convertible Bonds are not converted at all, the Subscriber (together with parties acting in concert with it (as defined in the Takeovers Code)) will hold 4,817,399,245 Shares, representing approximately 49.59% of the issued share capital of the Company as enlarged by the allotment and the issue of the Rainwood Shares and the Subscription Shares; and

– 2 –

• (2) assuming that the Convertible Bonds are converted in full at the Adjusted Initial Conversion Price, the Subscriber (together with parties acting in concert with it (as defined in the Takeovers Code)) will hold 7,164,308,010 Shares, representing approximately 59.40% of the issued share capital of the Company as enlarged by the issue of the Rainwood Shares, the Subscription Shares and the Conversion Shares.

The Company understands from the Subscriber that it intends to convert such number of Convertible Bonds immediately upon Completion which will ensure that the Subscriber will hold Shares representing more than 50% of the issued share capital of the Company as from the date of Completion.

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

The Hong Kong Special Administrative Region of the People’s Republic of China, 16 March 2016

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.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in 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.

– 3 –