Joy Spreader Group Inc. — Capital/Financing Update 2019

May 17, 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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)

GRANT OF AWARD SHARES PURSUANT TO SHARE AWARD SCHEME

Reference is made to the announcement of the Company dated 17 March 2017 (the “ Announcement ”) relating to the adoption of the Share Award Scheme by the Board. Unless otherwise defined, capitalized terms used in this announcement shall have the same meanings ascribed to them in the Announcement.

On 17 May 2019, the Board resolved to grant a total of 55,200,000 Award Shares on the same date to (i) 7 directors of subsidiaries of the Company; and (ii) 96 Eligible Persons, who are Employees and independent of the Company and its connected persons (as defined under the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the “ GEM Listing Rules ”)) pursuant to the Share Award Scheme. Details of the grant are as follows:

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• Number of Award

• Selected Participants Shares granted Vesting Date/Period 7 directors of subsidiaries of the Company 2,325,000 1 April 2020 2,325,000 1 April 2021 2,325,000 1 April 2022 2,325,000 1 April 2023

• Sub-total: 9,300,000

• 96 Eligible Persons who are Employees 8,375,000 1 April 2020 and independent of the Company and 14,575,000 23 August 2020 to its connected persons (as defined under 2 April 2021 the GEM Listing Rules) 11,475,000 23 August 2021 to 2 April 2022

• 11,475,000 23 August 2022 to 2 April 2023

• Sub-total: 45,900,000 Total: 55,200,000

The grant of the Award Shares to the 7 directors of subsidiaries of the Company has been approved by the Board (including the independent non-executive Directors). The grant of the Award Shares to the above-mentioned 7 directors of subsidiaries of the Company also forms part of their respective remuneration packages and is therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 20.71(6) and Rule 20.93 of the GEM Listing Rules.

The 55,200,000 Award Shares granted represent approximately 0.49% of the issued share capital of the Company as at the date of this announcement. Based on the closing price of HK$0.45 per Share on the date of the grant of the Award Shares, the market value of the 55,200,000 Award Shares in aggregate is HK$24,840,000.

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All of the 55,200,000 Award Shares shall be granted by way of acquisition of existing Shares through on-market transactions by the Trustee. The Board shall cause to pay the Trustee the purchase price and the related expenses from the Company’s cash resources. The Trustee shall purchase from the market the relevant number of Award Shares and shall hold the Award Shares on trust for the relevant Selected Participants until they are vested in such Selected Participants and delivered in accordance with the terms of the Share Award Scheme. Save for the vesting period set out above, there is no specific condition, performance target or lock up restriction attached to the Award Shares.

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, 17 May 2019

• For identification purposes only

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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