Joy Spreader Group Inc. — Capital/Financing Update 2022

Mar 24, 2022

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)

COMPLETION OF THE VERY SUBSTANTIAL ACQUISITION

Reference is made to the announcements of AGTech Holdings Limited (the “ Company ”) dated September 10, 2021 and March 15, 2022 and the circular of the Company dated October 29, 2021 (the “ Circular ”) in relation to, among other things, the proposed very substantial acquisition of the entire equity interest in Macau Pass Holding Ltd. and its subsidiaries and the possible continuing connected transactions. Unless defined otherwise, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular.

The Board is pleased to announce that further to the satisfaction of the Closing Condition in relation to the receipt of all relevant regulatory consents and approvals as are necessary in connection with the proposed change in shareholding of the Target Group (including Macau Pass having received the written approval of AMCM for implementation of the Acquisition and the proposed change in shareholding or control of Macau Pass) as disclosed in the Company’s announcement dated March 15, 2022, all other Closing Conditions have also been fulfilled, and Closing took place on March 24, 2022 in accordance with the terms of the Agreement.

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Upon Closing, the Target has become an indirect wholly-owned subsidiary of the Company and the financial statements of the Target Group have been consolidated into the financial statements of the Group.

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

Hong Kong, March 24, 2022

• 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. Liu Zheng, Mr. Ji Gang and Mr. Zou Liang as non-executive Directors; and (iii) Mr. Feng Qing, Dr. Gao Jack Qunyao and Mr. Chow Siu Lui 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 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 http:// www.agtech.com.

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