Joy Spreader Group Inc. — Capital/Financing Update 2021

Jan 6, 2021

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)

VOLUNTARY ANNOUNCEMENT

NO FURTHER EXTENSION OF THE GAME APPROVAL PRE-CONDITION DEADLINE UNDER THE SCORE VALUE AGREEMENT

Reference is made to the announcement dated 17 November 2014, the circular of the Company dated 8 December 2014 (the “ Circular ”) and the latest third quarterly report of the Company for the period ended 30 September 2020 (the “ Q3 Report ”). Unless otherwise defined herein, capitalized terms defined in this announcement shall have the same meanings ascribed to them as stated in the Q3 Report and the Circular.

Pursuant to the Score Value Agreement, the Company or the Purchaser shall be required to pay the First Deferred Consideration, the Second Deferred Consideration and the Third Deferred Consideration (collectively, the “ Deferred Consideration ”), being HK$200 million in aggregate, to the Vendors upon fulfilment of certain pre-conditions, including obtaining the approval of the relevant PRC government authority for the lottery game to be supplied by a subsidiary of Score Value (the “ Game Approval Pre-condition ”).

In addition, according to the terms of the Score Value Agreement, if the Game Approval Pre-condition is not granted by the relevant government authority of the PRC by the mutually agreed extended deadline of 31 December 2020, the Vendors are required to refund HK$50 million to the Purchaser or the Company (the “ Refund Amount ”) within 30 working days (i.e. excluding Saturday, Sundays or other PRC holidays) after 31 December 2020 (i.e. by 19 February 2021), and the Purchaser or the Company shall no longer be required to pay to the Vendors the Deferred Consideration.

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As of the date of this announcement, the Game Approval Pre-condition has not yet been fulfilled and the Company has decided not to further extend the deadline for fulfilling the Game Approval Pre-condition.

In view of the foregoing, as the Vendors are required to refund the Refund Amount and are no longer entitled to receive the Deferred Consideration, the Company has retained its legal adviser to issue a letter on 6 January 2021 to the Vendors to request for the Refund Amount and the Vendors are requested to reply the Company within seven days of the letter. The Company’s legal adviser will also provide the Company with legal advice regarding the necessary actions to recover the Refund Amount and to assist it with its deliberations in connection with the claim for the Refund Amount. The Directors shall take all necessary actions to safeguard the interest of its Shareholders and the Company as a whole.

With respect to the Deferred Consideration, the contingent consideration payable, being HK$69,589,000 as at 31 December 2019, will be reversed to profit or loss for the year ended 31 December 2020 and the equity portion of contingent considerations, being HK$30,405,000 as at 31 December 2019, will be re-classified into accumulated losses as at 31 December 2020. The management of the Company will assess the fair value of receivable of Refund Amount at initial recognition based on the Vendors’ creditworthiness or financial performance as at 31 December 2020.

Further announcement will be made by the Company to keep the Shareholders and potential investors informed of the developments of the above as and when appropriate.

On behalf of the Board AGTech Holdings Limited Sun Ho Chairman & CEO

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

6 January 2021

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.

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This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange 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 Listed Company Information” 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.

• For identification purpose only

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