Joy Spreader Group Inc. - Capital/Financing Update 2017

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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)

REVISION OF CAPS FOR EXISTING CONTINUING CONNECTED TRANSACTIONS WITH ALIBABA GROUP AND

CONTINUING CONNECTED TRANSACTIONS CONTEMPLATED UNDER THE PROCUREMENT FRAMEWORK AGREEMENT WITH ALIBABA GROUP

INTRODUCTION

Reference is made to the announcement of the Company dated 25 January 2017 and the Circular. On 25 January 2017, the Company and Alibaba Holding entered into the Framework Agreement, pursuant to which the Group shall (i) utilise certain channels and networks of Alibaba Group for sales and distribution of the Lottery Products and Other Services on a revenue-sharing basis; and (ii) purchase technology services from Alibaba Group (i.e. the Channel Transactions), subject to the Original Channel Caps for a term commencing from 8 March 2017 (i.e. the effective date of the Framework Agreement) and ending on 31 December 2019.

REVISION OF CAPS

As the Channel Transactions (in particular the sale and distribution of Other Services) have been running more smoothly and developing more sustainably over recent few months, the Group proposes to increase the Original Channel Caps to the Revised Channel Caps to cater for the development of the Channel Transactions, subject to approval by the Independent Shareholders at the SGM.

PROCUREMENT FRAMEWORK AGREEMENT

* For identification purposes only

GEM LISTING RULES IMPLICATIONS

Ali Fortune, the controlling shareholder of the Company, is indirectly held as to 60% by Alibaba Holding. Tmall is a wholly-owned subsidiary of Alibaba Holding. Accordingly, each of Alibaba Holding and Tmall is an associate of Ali Fortune and hence a connected person of the Company. The transactions contemplated under each of the Framework Agreement and the Procurement Framework Agreement constitute continuing connected transactions under Chapter 20 of the GEM Listing Rules.

Since one or more of the applicable percentage ratios as defined in the GEM Listing Rules in respect of the highest Revised Channel Caps exceed 5%, the Revised Channel Caps are subject to the annual review, reporting, announcement and independent shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules.

Since one or more of the applicable percentage ratios as defined in the GEM Listing Rules in respect of the highest Procurement Caps exceed 5%, the Procurement Framework Agreement and the transactions contemplated thereunder (including the Procurement Caps) are subject to the annual review, reporting, announcement and independent shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules.

GENERAL

The Company will convene the SGM for the purpose of seeking approval from the Independent Shareholders on (i) the Revised Channel Caps, and (ii) the Procurement Framework Agreement and the transactions contemplated thereunder (including the Procurement Caps). Voting at the SGM will be conducted by poll and Alibaba Holding, Tmall and their respective associates will abstain from voting at the SGM. The Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders in respect of (i) the Revised Channel Caps, and (ii) the Procurement Framework Agreement and the transactions contemplated thereunder (including the Procurement Caps). The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in this connection.

A circular containing, among other things, (i) further particulars of the Revised Channel Caps, (ii) further particulars of the Procurement Framework Agreement and the transactions contemplated thereunder (including the Procurement Caps), (iii) the recommendations of the Independent Board Committee, (iv) a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, and (v) a notice convening the SGM will be expected to be despatched to the Shareholders on or before 19 September 2017 in accordance with the GEM Listing Rules.

INTRODUCTION

REVISION OF CAPS

As disclosed in the Circular, potential transaction amount for (among others) the sale and distribution of Other Services have not been separately set out in the basis of determination of the Original Channel Caps, as it was then expected that such potential transaction amount would be relatively insubstantial given the sale and distribution of Other Services would be a newly launched initiative for the Group. It was also disclosed in the Circular that in case of any expected increase in such potential transaction amount due to business expansion, the Group will comply with the relevant GEM Listing Rules as and when appropriate, including compliance with the announcement, circular and Independent Shareholders’ approval requirements under the GEM Listing Rules for the revision of the Original Channel Caps if necessary.

From the period commencing from 8 March 2017 and ending on 31 July 2017, the Group has seen a fast and consistent growth in the transaction amount with Alibaba Group for the sale and distribution of the Other Services (i.e. the transaction amount shared with Alibaba Group as expenses payable to the Alibaba Group or as revenue receivable from the Alibaba Group under the Original Channel Caps). Such amount recorded in July 2017 has increased by over 250% as compared with the amount recorded in March 2017.

Such growth is mainly due to the positive market feedback on the provision of Other Services resulting in the increase in the revenue generating from the provision of Other Services. In view of such fast and consistent growth of transaction amount for the sale and distribution of the Other Services, the Board expects that the Original Channel Caps will not be sufficient and proposes to increase the Original Channel Caps to the Revised Channel Caps.

From the period commencing from 8 March 2017 and ending on 31 July 2017, the historical transaction amount under the Original Channel Caps is approximately RMB15,417,000 (equivalent to approximately HK$18,134,660).

The Original Channel Caps pursuant to the Framework Agreement commencing from 8 March 2017 and ending on 31 December 2017 and the two years ending 31 December 2018 and 2019 are as follows:

	For the period
	commencing from
	8 March 2017	For the	For the
	and ending on	year ending	year ending
	31 December	31 December	31 December
	2017	2018	2019
Original Channel Caps	RMB41,500,000	RMB63,500,000	RMB69,850,000
	(equivalent to	(equivalent to	(equivalent to
	approximately	approximately	approximately
	HK$47,109,305)	HK$72,082,912)	HK$79,291,204)
Revised Channel Caps	RMB106,021,000	RMB251,093,000	RMB360,951,000
	(equivalent to	(equivalent to	(equivalent to
	approximately	approximately	approximately
	HK$124,710,048)	HK$295,354,883)	HK$424,578,305)

For illustration purposes, the breakdown of the Original Channel Caps are as follows:

	For the period
	commencing from
	8 March 2017	For the	For the
	and ending on	year ending	year ending
	31 December	31 December	31 December
	2017	2018	2019
Sales and distribution of	RMB31,500,000	RMB42,500,000	RMB46,750,000
Lottery Products and	(equivalent to	(equivalent to	(equivalent to
Other Services	approximately	approximately	approximately
	HK$35,757,665)	HK$48,244,469)	HK$53,068,916)
Technology services	RMB10,000,000	RMB21,000,000	RMB23,100,000
	(equivalent to	(equivalent to	(equivalent to
	approximately	approximately	approximately
	HK$11,351,640)	HK$23,838,443)	HK$26,222,288)
Total (i.e. the Original	RMB41,500,000	RMB63,500,000	RMB69,850,000
Channel Caps)	(equivalent to	(equivalent to	(equivalent to
	approximately	approximately	approximately
	HK$47,109,305)	HK$72,082,912)	HK$79,291,204)

Note: For the avoidance of doubt, the above breakdown of the Original Channel Caps are disclosed for illustration purposes only, and the Group had sought for Independent Shareholders’ approval on the total Original Channel Caps for the period commencing from 8 March 2017 and ending on 31 December 2017 and the two years ending 31 December 2018 and 2019 but not the above individual breakdown of such Original Channel Caps.

For illustration purposes, the breakdown of the Revised Channel Caps are as follows:

	For the period
	commencing from
	8 March 2017	For the	For the
	and ending on	year ending	year ending
	31 December	31 December	31 December
	2017	2018	2019
Sales and distribution of	RMB101,115,000	RMB230,093,000	RMB337,851,000
Lottery Products and	(equivalent to	(equivalent to	(equivalent to
Other Services	approximately	approximately	approximately
	HK$118,939,234)	HK$270,653,069)	HK$397,406,310)
Technology services	RMB4,906,000	RMB21,000,000	RMB23,100,000
	(equivalent to	(equivalent to	(equivalent to
	approximately	approximately	approximately
	HK$5,770,814)	HK$24,701,814)	HK$27,171,995)
Total (i.e. the Revised	RMB106,021,000	RMB251,093,000	RMB360,951,000
Channel Caps)	(equivalent to	(equivalent to	(equivalent to
	approximately	approximately	approximately
	HK$124,710,048)	HK$295,354,883)	HK$424,578,305)

Note: For the avoidance of doubt, the above breakdown of the Revised Channel Caps are disclosed for illustration purposes only, and the Group shall seek for Independent Shareholders’ approval on the total Revised Channel Caps for the period commencing from 8 March 2017 and ending on 31 December 2017 and the two years ending 31 December 2018 and 2019 but not the above individual breakdown of such Revised Channel Caps.

The Revised Channel Caps are calculated mainly with reference to the estimated income for the sale and distribution of the Lottery Products and Other Services, which is determined based on projected revenue and costs in respect of the sales and distribution of Lottery Products and Other Services taking into account the historical amount and growth rate during the period commencing from 8 March 2017 and ending on 31 July 2017, as well as the expected future growth rate and the Group’s business plan.

The Revised Channel Caps shall take effect upon the approval by the Independent Shareholders at the SGM. In the event that the Revised Channel Caps do not become effective, the Original Channel Caps will remain in full force and binding on the Group and Alibaba Group.

19.58(4)

THE PROCUREMENT FRAMEWORK AGREEMENT

On 29 August 2017, the Company and Tmall have entered into the Procurement Framework Agreement subject to the Procurement Caps for a term commencing from the Effective Date and ending on 31 December 2019 with respect to certain procurement transactions between the Group and Alibaba Merchants.

Date

29 August 2017

Parties

The Company
Tmall

Term

Subject to the satisfaction of the conditions precedent under the Procurement Framework Agreement as in the paragraph headed “Conditions Precedent” below, the term of the Procurement Framework Agreement shall commence from the Effective Date and end on 31 December 2019.

Conditions Precedent

The Procurement Framework Agreement is subject to the following conditions:

(a) the Company having obtained the approval of the Board and the Independent Shareholders at the SGM by way of poll in relation to the Procurement Framework Agreement and the transactions contemplated thereunder in accordance with the GEM Listing Rules and the Company’s bye-laws; and
(b) the Company and Tmall having complied with all requirements as may be imposed by the relevant regulatory authorities (including the Stock Exchange) in relation to the Procurement Framework Agreement and the transactions contemplated thereunder, if any, and having obtained all approvals and permits necessary for the performance of their respective obligations under the Procurement Framework Agreement and the transactions contemplated thereunder in accordance with all applicable legal and regulatory requirements (including the GEM Listing Rules).

Major Terms

Pursuant to the Procurement Framework Agreement, the Group will enter into the following arrangements with Alibaba Merchants:

(a) the Group will offer a variety of Products supplied by Alibaba Merchants to the Online Users. The Online Users will give instructions to the Group to redeem the Products of their choice. The Online Users will also transmit the discounted price of the redeemed Products, at a discounted rate, to the Online Channels;
(b) the Group will then place orders with the relevant Alibaba Merchants for the redeemed Products, and transfer the discounted price received from the Online Users, together with the Marketing Fee (being the difference between the original price and the discounted price of the redeemed Products), to Alibaba Merchants; and
(c) Alibaba Merchants will then directly deliver the redeemed Products to the Online Users.

Pricing Basis and Payment Terms

The Marketing Fee shall be the difference between the original price and the discounted price of the redeemed Products. The original price (together with the sales rebate and discounts (if any)) of the Products will be determined by Alibaba Merchants which are same as the price (together with the sales rebate and discounts (if any)) offered to all independent customers or other online users. The discounted price and rate of the same Products offered to the Online Users supplied by all Merchants (whether Alibaba Merchants or Merchants which are Independent Third Parties), which will be determined by the Group, are the same.

The Group shall make payment on a per-transaction basis, payment on a monthly or quarterly basis, or prepayment where payment due will be deducted from the total sum prepaid on a per-transaction basis in respect of the Marketing Fee to Alibaba Merchants, subject to the specific agreement entered into between the members of the Group and Alibaba Merchants. Standard credit terms offered by Alibaba Merchants to Independent Third Parties will be offered by Alibaba Merchants to the members of the Group.

As the above pricing policies between the Group and the Alibaba Group are same as those offered (i) by Alibaba Group to independent customers or other online users (in respect of the original price of the Products), and (ii) by the Group to all Online Users on the same Products supplied by Merchants which are Independent Third Parties (in respect of the discounted price and rate), the Directors consider that these fee terms are normal commercial terms and are terms no less favourable than terms available to Independent Third Parties, and hence would not be prejudicial to the interest of the Company and its Shareholders as a whole.

Specific Agreements

The Group and Alibaba Merchants may from time to time enter into specific agreements which set out the detailed terms of transactions in accordance with the terms under the Procurement Framework Agreement. The terms of the specific agreements will be negotiated on an arm’s length basis between the parties. In the event the transaction amount exceeds the relevant Procurement Caps which results in the Group being unable to perform any of the obligations under the Procurement Framework Agreement, the parties agree that this shall not constitute a breach of any provision under the Procurement Framework Agreement and the Group will suspend its obligations under the Procurement Framework Agreement until it complies with the GEM Listing Rules to obtain a new cap amount.

Procurement Caps and Basis of Determination of the Procurement Caps

The Procurement Caps for the period commencing from the Effective Date and ending on 31 December 2017 and the two years ending 31 December 2018 and 2019 are as follows:

	For the period
	commencing from
	the Effective Date	For the	For the
	and ending on	year ending	year ending
	31 December	31 December	31 December
	2017	2018	2019
Procurement Caps	RMB52,343,000	RMB389,811,000	RMB570,722,000
	(equivalent to	(equivalent to	(equivalent to
	approximately	approximately	approximately
	HK$61,569,859)	HK$458,525,655)	HK$671,327,076)

The Procurement Caps are calculated mainly with reference to the projected amount of Marketing Fee which is estimated taking into account factors including (i) the historical figures of the value of the Products redeemed by the Online Users and the proportion of such Products offered by Alibaba Merchants during the period commencing from March 2017 ending on 31 July 2017; (ii) the estimated growth in the value of the Products to be redeemed by Online Users; and (iii) the Group’s projected marketing initiatives and campaigns to promote and boost Online Users’ activities on the Online Channels.

INFORMATION ON ALIBABA GROUP AND THE GROUP

Alibaba Holding is a company incorporated in the Cayman Islands and its American depositary shares are listed on the New York Stock Exchange.

Alibaba Group’s mission is to make it easy to do business anywhere. It is the largest retail commerce company in the world in terms of gross merchandise volume (“GMV”) in the twelve months ended 31 March 2017. Founded in 1999, Alibaba Group provides the fundamental technology infrastructure and marketing reach to help merchants, brands

and other business that provide products, services and digital content to leverage the power of the internet to engage with their users and customers. Alibaba Group’s businesses are comprised of core commerce, cloud computing, digital media and entertainment and innovation initiatives and others.

Tmall caters to consumers looking for branded products and a premium shopping experience. A large number of international and Chinese brands and retailers have established storefronts on the business-to-customer (B2C) platform operated by Tmall. Tmall operates the largest B2C platform in China in terms of GMV in 2016. It is positioned as a trusted platform for consumers to buy both homegrown and international branded products as well as products not available in traditional retail outlets.

The Group is an integrated technology and services provider, principally engaged in the lottery and mobile game and entertainment industry. The Group is a member of the Alibaba Group, and as at the date of this announcement, the Group has a team of over 300 employees.

REASONS FOR AND BENEFITS OF THE REVISION OF THE CHANNEL CAPS

From the period commencing from 8 March 2017 and ending on 31 July 2017, the Group has seen a fast and consistent growth in the transaction amount for the sale and distribution of the Other Services. In view of such fast and consistent growth of transaction amount for the sale and distribution of the Other Services, the Board expects that the Original Channel Caps will not be sufficient and proposes to increase the Original Channel Caps to the Revised Channel Caps.

19.58(9)

REASONS FOR AND BENEFITS OF THE ENTERING INTO OF THE PROCUREMENT FRAMEWORK AGREEMENT

To establish a stronger brand and goodwill, the Group proposes to take up more roles and responsibilities to conduct the transactions in relation to the Other Services under the Framework Agreement. This includes arranging marketing activities to promote Online Users’ activities on the Online Channels (which has been a pre-existing responsibility of Alibaba Group).

As part of the marketing activities, the Group will cooperate with certain Merchants and source popular Products for the Online Users. These Products, at the Online Users’ choice, can be redeemed by the Online Users at a discounted price as a reward for their online activities on the Online Channels. The Group will pay the Merchants the Marketing Fee, representing the difference between the original price and the discounted price of the Products redeemed by the Online Users. As some of the Merchants are (among others) subsidiaries of or companies controlled by Alibaba Holding, the transactions with these Alibaba Merchants will constitute new continuing connected transactions for the Group.

The transactions contemplated under the Procurement Framework Agreement will allow the Group to provide incentive and reward to the Online Users to increase their activities on the Online Channels, which will in turn increase the traffic volume of the Online Channels and further develop the Other Services under the Framework Agreement and benefit the whole business of the Group.

As Mr. Zhang Qin and Mr. Yang Guang are employees of Alibaba Holding or its subsidiaries, each of these Directors is deemed or may be perceived to have a material interest in (i) the Revised Channel Caps, and (ii) the Procurement Framework Agreement and the transactions contemplated thereunder (including the Procurement Caps). Accordingly, they abstained from voting on the resolutions passed by the Board in relation thereto. Save as the aforesaid Directors, none of the other Directors had a material interest in (i) the Revised Channel Caps, and (ii) the Procurement Framework Agreement and the transactions contemplated thereunder (including the Procurement Caps), and therefore none of them abstained from voting on the resolutions passed by the Board in relation thereto.

The Directors (other than the independent non-executive Directors whose opinion will be provided after reviewing the advice of the Independent Financial Adviser, and except for Mr. Zhang Qin and Mr. Yang Guang who had abstained from voting on the resolutions passed by the Board in relation to (i) the Revised Channel Caps, and (ii) the Procurement Framework Agreement and the transactions contemplated thereunder (including the Procurement Caps) due the reasons stated above) consider that (i) the Revised Channel Caps, and (ii) the Procurement Framework Agreement and the transactions contemplated thereunder (including the Procurement Caps) are expected to be entered into in the ordinary and usual course of business of the Group, on normal commercial terms after arm’s length negotiations between the parties, and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

GEM LISTING RULES IMPLICATIONS

GENERAL

DEFINITIONS

In this announcement, unless the context requires otherwise, the following terms shall have the following meanings:

“Alibaba Group” a group of companies comprising Alibaba Holding and its subsidiaries

“Alibaba Holding” Alibaba Group Holding Limited, a company incorporated in the Cayman Islands and its American depositary shares are listed on the New York Stock Exchange

“Alibaba Merchants” Merchants which are (among others) subsidiaries of or companies controlled by Alibaba Holding

“Ali Fortune” Ali Fortune Investment Holding Limited, a company incorporated under the laws of the British Virgin Islands

“associate(s)”, “connected person(s)”, “controlling shareholder(s)” and “subsidiary(ies)”
each has the meaning ascribed to it under the GEM Listing Rules
“Board”

the board of Directors

“Channel Transactions”
the Group’s utilisation of certain channels and networks of Alibaba Group for sales and distribution of the Lottery Products and Other Services on a revenue-sharing basis and purchase of technology services from Alibaba Group under the Framework Agreement
“Circular”
the circular of the Company dated 20 February 2017
“Company”
AGTech Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the GEM
“Director(s)” the director(s) of the Company
“Effective Date”
the date on which all conditions precedent under the Procurement Framework Agreement, details of which are set out in the paragraph headed “THE PROCUREMENT FRAMEWORK AGREEMENT – Conditions Precedent” in this announcement, having been satisfied
“Framework Agreement”
the business cooperation agreement entered into between the Company and Alibaba Holding on 25 January 2017, details of which are set out in the announcement of the Company dated 25 January 2017 and the Circular
“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 each of its subsidiaries from time to time
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong

“Independent Board Committee”
an independent board committee of the Board (comprising all the independent non-executive Directors, namely Ms. Monica Maria Nunes, Mr. Feng Qing and Dr. Gao Jack Qunyao) to advise the Independent Shareholders as to the fairness and reasonableness of (i) the Revised Channel Caps, and (ii) the Procurement Framework Agreement and the transactions contemplated thereunder (including the Procurement Caps) and as to voting
“Independent Financial Adviser”
Somerley Capital Limited, a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of (i) the Revised Channel Caps, and (ii) the Procurement Framework Agreement and the transactions contemplated thereunder (including the Procurement Caps)
“Independent Shareholders” Shareholders other than Alibaba Holding, Tmall and their respective associates
“Independent Third party(ies) who, and whose ultimate beneficial owners, are Party(ies)” third party(ies) independent of the Company and connected persons of the Company
“Lottery Products”
lottery products that the Group has developed or is authorised to operate
“Marketing Fee”
marketing fee payable by the Group to the Merchants, representing the difference between the original price and the discounted price of the Products redeemed by the Online Users
“Merchants”
merchants who cooperate with the Group to supply the Products to the Online Users, including both Alibaba Merchants and Merchants which are Independent Third Parties
“Online Users”
individual users on the Online Channels
“Online Channels”
certain online platforms of Alibaba Group utilised and operated by the Group for conducting the transactions in relation to the Other Services pursuant to the Framework Agreement and the Procurement Framework Agreement

“Original Channel Caps”
the original maximum amounts in respect of the Channel Transactions under the Framework Agreement for each period/year (as the case may be)
“Other Services”
online activities which are not subject to the applicable PRC lottery laws and regulations, including advertising, information subscription and other content on the online platform(s) of Alibaba Group
“PRC”
the People’s Republic of China, and for the purpose of this announcement, excluding Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan
“Procurement Caps”
the maximum amount in respect of the Marketing Fee payable under the Procurement Framework Agreement for each period/year (as the case may be)
“Procurement Framework Agreement”
the business cooperation agreement entered into between the Company and Tmall on 29 August 2017 in relation to the proposed transactions between the Group and Alibaba Merchants, details of which are set out in the paragraph headed “THE PROCUREMENT FRAMEWORK AGREEMENT – Major Terms” in this announcement
“Products”
consumer products supplied by the Merchants, which will be offered to the Online Users at a discounted price, or cash coupons that can be consumed by Online Users to purchase products supplied by the Merchants, which will be offered to the Online Users at a discounted price to the face value of such cash coupons
“Revised Channel Caps”
the proposed revised maximum amounts in respect of the Channel Transactions under the Framework Agreement for each period/year (as the case may be)
“RMB”
Renminbi, the lawful currency of the PRC
“SFO”
The Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)
“SGM” the special general meeting of the Company to be held to consider and, if thought fit, approve (i) the Revised Channel Caps, and (ii) the Procurement Framework Agreement and the transactions contemplated thereunder (including the Procurement Caps)

“Share(s)” ordinary shares with a par value of HK$0.002 each in the capital of the Company

“Shareholder(s)” holder(s) of the Share(s)

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Tmall”

Zhejiang Tmall Technology Company Limited* (浙江天貓技術有限公司), a company established in the PRC with limited liability, and a wholly-owned subsidiary of Alibaba Holding

“%” per cent

For identification purposes only

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

Hong Kong, 29 August 2017

For the purposes of illustration only, any amount denominated in RMB in this announcement is translated into HK$ at the rate of RMB0.85014= HK$1. Such translation should not be construed as a representation that the amounts in question have been, could have been or could be, converted at any particular rate at all.

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 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 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.

AI assistant

Joy Spreader Group Inc. Capital/Financing Update 2017

51106_rns_2017-08-29_53865a75-d115-4b34-8bca-9c3253bdbe82.pdf

**AGTech Holdings Limited 亞博科技控股有限公司[*]**

REVISION OF CAPS FOR EXISTING CONTINUING CONNECTED TRANSACTIONS WITH ALIBABA GROUP AND

CONTINUING CONNECTED TRANSACTIONS CONTEMPLATED UNDER THE PROCUREMENT FRAMEWORK AGREEMENT WITH ALIBABA GROUP

INTRODUCTION

REVISION OF CAPS

PROCUREMENT FRAMEWORK AGREEMENT

GEM LISTING RULES IMPLICATIONS

GENERAL

INTRODUCTION

REVISION OF CAPS

THE PROCUREMENT FRAMEWORK AGREEMENT

Date

Parties

Term

Conditions Precedent

Major Terms

Pricing Basis and Payment Terms

Specific Agreements

Procurement Caps and Basis of Determination of the Procurement Caps

INFORMATION ON ALIBABA GROUP AND THE GROUP

REASONS FOR AND BENEFITS OF THE REVISION OF THE CHANNEL CAPS

REASONS FOR AND BENEFITS OF THE ENTERING INTO OF THE PROCUREMENT FRAMEWORK AGREEMENT

GEM LISTING RULES IMPLICATIONS

GENERAL

DEFINITIONS

AI assistant

Joy Spreader Group Inc. — Capital/Financing Update 2017

51106_rns_2017-08-29_53865a75-d115-4b34-8bca-9c3253bdbe82.pdf

AGTech Holdings Limited 亞博科技控股有限公司[*]

REVISION OF CAPS FOR EXISTING CONTINUING CONNECTED TRANSACTIONS WITH ALIBABA GROUP AND

CONTINUING CONNECTED TRANSACTIONS CONTEMPLATED UNDER THE PROCUREMENT FRAMEWORK AGREEMENT WITH ALIBABA GROUP

INTRODUCTION

REVISION OF CAPS

PROCUREMENT FRAMEWORK AGREEMENT

GEM LISTING RULES IMPLICATIONS

GENERAL

INTRODUCTION

REVISION OF CAPS

THE PROCUREMENT FRAMEWORK AGREEMENT

Date

Parties

Term

Conditions Precedent

Major Terms

Pricing Basis and Payment Terms

Specific Agreements

Procurement Caps and Basis of Determination of the Procurement Caps

INFORMATION ON ALIBABA GROUP AND THE GROUP

REASONS FOR AND BENEFITS OF THE REVISION OF THE CHANNEL CAPS

REASONS FOR AND BENEFITS OF THE ENTERING INTO OF THE PROCUREMENT FRAMEWORK AGREEMENT

GEM LISTING RULES IMPLICATIONS

GENERAL

DEFINITIONS

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**AGTech Holdings Limited 亞博科技控股有限公司[*]**