Joy Spreader Group Inc. — Capital/Financing Update 2017

Mar 30, 2017

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)

PARTIAL CONVERSION OF CONVERTIBLE BONDS

References are made to (i) the announcement of the Company dated 4 March 2016 (the “ Subscription Announcement ”) regarding, among other things, the proposed subscription of 4,817,399,245 Subscription Shares and Convertible Bonds in the principal amount of HK$712,582,483 by the Subscriber; (ii) the circular of the Company dated 25 May 2016 regarding, among other things, the Subscription (the “ Circular ”); (iii) the announcement of the Company dated 10 August 2016 regarding, among other things, the completion of the subscription of the Subscription Shares and the Convertible Bonds (the “ Completion Announcement ”); and (iv) the announcement of the Company dated 23 November 2016 regarding the partial exercise of the Consultant Options by certain consultants of the Company. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings given to them in the Subscription Announcement, the Circular and the Completion Announcement.

The Board is pleased to announce that on 28 March 2017, the Company received a conversion notice from the Subscriber in respect of the exercise of conversion rights attaching to the Convertible Bonds in an aggregate principal amount of HK$174,906,763. Accordingly, the Company has allotted and issued an aggregate of 600,000,000 Conversion Shares (the “ Second Conversion Shares ”) to the Subscriber at the conversion price of HK$0.2915 per Conversion Share on 30 March 2017. The Second Conversion Shares rank pari passu with all the existing Shares as at the date of allotment and among themselves in all respects, and represent approximately 5.399% of the number of issued Shares as enlarged by the allotment and issue of the Second Conversion Shares. Immediately after such conversion, the aggregate outstanding principal amount of the Convertible Bonds was decreased to HK$332,328,165.

• For identification purposes only

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Set out below is the shareholding structure of the Company immediately before and after the allotment and issue of the Second Conversion Shares:

Name of ShareholderMr. SunMs. Monica Maria NunesDirectors of the Company’s Subsidiaries(other than the Directors)Subscriber and parties actingin concert with itPublic shareholdersTotal	Immediately before theallotment and issue of theSecond Conversion SharesNo. of SharesApprox %2,033,328,000(1)19.3391,375,0000.013164,650,6001.5665,502,723,99352.3362,812,131,17726.74610,514,208,770100.000	Immediately afterallotment and issue of theSecond Conversion SharesNo. of SharesApprox %2,033,328,000(1)18.2951,375,0000.012164,650,6001.4826,102,723,99354.9092,812,131,17725.30211,114,208,770100.000	Immediately afterallotment and issue of theSecond Conversion SharesNo. of SharesApprox %2,033,328,000(1)18.2951,375,0000.012164,650,6001.4826,102,723,99354.9092,812,131,17725.30211,114,208,770100.000
			100.000

Note:

1. These Shares comprise 27,078,000 Shares beneficially owned by Mr. Sun and 2,006,250,000 Shares owned by Mr. Sun through his controlled corporation, Maxprofit.

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

Hong Kong, 30 March 2017

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 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 Growth Enterprise Market 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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