Joy Spreader Group Inc. — Capital/Financing Update 2019

Jul 22, 2019

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 (the “ Completion Announcement ”); (iv) the announcement of the Company dated 30 March 2017 regarding the partial conversion of the Convertible Bonds by the Subscriber; and (v) the announcement of the Company dated 3 July 2018 regarding the partial exercise of the Consultant Options by a consultant 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 19 July 2019, 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$99,720,000. Accordingly, the Company has allotted and issued an aggregate of 400,000,000 Conversion Shares (the “ Third Conversion Shares ”) to the Subscriber at the conversion price of HK$0.2493 per Conversion Share on 22 July 2019. The Third 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 3.43% of the total number of issued Shares as enlarged by the allotment and issue of the Third Conversion Shares. Immediately after such conversion, the aggregate outstanding principal amount of the Convertible Bonds decreased from HK$332,328,165 to HK$232,608,165.

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The allotment and issue of the Third Conversion Shares were made pursuant to a specific mandate approved by the independent Shareholders at the new special general meeting of the Company held on 30 July 2016.

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

Name of Shareholder Mr. Sun Ho Ms. Monica Maria Nunes Mr. Feng Qing Dr. Gao Jack Qunyao Directors of the Company’s Subsidiaries (other than the Directors) Trustee of the share award scheme adopted by the Company on 17 March 2017 Subscriber and parties acting in concert with it Public shareholders Total	Immediately before the allotment and issue of the Third Conversion Shares No. of Shares Approx% 2,038,098,000(1) 18.080 1,750,000 0.016 375,000 0.003 750,000 0.007 98,838,100 0.877 99,857,250 0.886 6,102,723,993 54.139 2,929,949,892 25.992 11,272,342,235 100.000	Immediately after the allotment and issue of the Third Conversion Shares No. of Shares Approx% 2,038,098,000(1) 17.461 1,750,000 0.015 375,000 0.003 750,000 0.006 98,838,100 0.847 99,857,250 0.856 6,502,723,993 55.710 2,929,949,892 25.102 11,672,342,235 100.000	Immediately after the allotment and issue of the Third Conversion Shares No. of Shares Approx% 2,038,098,000(1) 17.461 1,750,000 0.015 375,000 0.003 750,000 0.006 98,838,100 0.847 99,857,250 0.856 6,502,723,993 55.710 2,929,949,892 25.102 11,672,342,235 100.000
			100.000

Note:

1. These Shares comprise 31,848,000 Shares beneficially owned by Mr. Sun Ho and 2,006,250,000 Shares owned by Mr. Sun Ho through his controlled corporation, Maxprofit Global Inc.

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

Hong Kong, 22 July 2019

• For identification purposes only

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As at the date of this announcement, the Board comprises (i) Mr. Sun Ho and Ms. Hu Taoye as executive Directors; (ii) Mr. Yang Guang, Mr. Li Faguang, Mr. Ji Gang and Mr. Zou Liang 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 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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