Joy Spreader Group Inc. — Governance Information 2012

Mar 26, 2012

AGTECH HOLDINGS LIMITED 亞博科技控股有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 8279)

PROCEDURES FOR ELIGIBLE SHAREHOLDERS TO PROPOSE A PERSON FOR ELECTION AS DIRECTOR OF THE COMPANY

In accordance with Bye-law 58 of the Bye-laws of AGTech Holdings Limited (the “ Company ”), shareholders of the Company (the “ Shareholders ”) holding (at the date of deposit of the requisition) not less than one-tenth of the paid up capital of the Company shall at all times have the right, by written requisition to the board of directors (the “ Board ”) or the secretary of the Company, to require a special general meeting to be called by the Board to consider the proposal of electing a person as director of the Company (“ Director ”) as specified in such requisition (the “ Proposal ”); and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting, the requisitionists themselves may do so in accordance with the provisions of Section 74(3) of the Companies Act 1981 of Bermuda.

Under Bye-law 59 of the Company and the code provision E.1.3 set out in Appendix 15 of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (“ GEM Listing Rules ”), the special general meeting for the Proposal shall be called by written notice of not less than fourteen (14) clear days or ten (10) clear business days (whichever notice period is longer) to the Shareholders. However, a general meeting may be called by shorter notice if it is so agreed by a majority in number of the Shareholders having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. (95%) in nominal value of the issued shares of the Company giving that right.

The written notice shall specify the time and place of the meeting, full name(s) of the person(s) to be proposed as Director(s) and their respective designation on the Board (i.e. whether such proposed person(s) is/are to be designated as executive, nonexecutive or independent non-executive Director(s)), with each nomination to be considered as a separate ordinary resolution in the meeting.

A circular should also be sent, together with the aforesaid written notice, to the Shareholders, Directors and auditors of the Company (HLB Hodgson Impey Cheng of 31/F., Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong) containing the background and details of the Proposal (including biographical details of the person(s) proposed to be elected as Director(s) and other information about him/them as required to be disclosed under GEM Listing Rule 17.50(2)).

Eligible Shareholders (other than the person to be proposed for election as a Director) who wish to requisition for the convening of a special general meeting to consider the Proposal should sign the written requisition and send the same to the Company Secretary, Mr. Wong Wai Sing, at Unit 3912, 39/F, Tower Two, Times Square, Causeway Bay, Hong Kong. In the written requisition, the requisitionist should state his contact details including telephone number and email address to facilitate the follow-up action by the Company Secretary and enclose the following documents:

* For identification purposes only

• (i) a written notice signed by the nominated candidate of the candidate’s willingness to be appointed as Director;

• (ii) the candidate’s personal information as required to be disclosed under GEM Listing Rule 17.50(2) and such other information as set out in the section headed “Required information of the candidate(s) nominated by Shareholders” below; and

• (iii) the candidate’s written consent to the publication of his/her personal data by the Company.

The minimum length of the period during which the written requisition and the notice in (i) above are given shall be at least seven (7) days and the period for lodgment of the same shall commence no earlier than the day after the despatch of the notice of the general meeting appointed for the Proposal and end no later than seven (7) days prior to the date of such general meeting.

Required information of the candidate(s) nominated by Shareholders

In order to enable Shareholders to make an informed decision on their election of Directors, the Proposal should be accompanied with the following information of the nominated candidate(s):

• a) full name and age;

• b) positions held with the Company and its subsidiaries (if any);

• c) experience including (i) other directorships held in the past three years in public companies of which the securities are listed on any securities market in Hong Kong and overseas, and (ii) other major appointments and professional qualifications;

• d) current employment and such other information (which may include business experience and academic qualifications) of which Shareholders should be aware of, pertaining to the ability or integrity of the candidate;

• e) length or proposed length of service with the Company;

• f) relationships with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the GEM Listing Rules) of the Company, or an appropriate negative statement;

• g) interests in the shares of the Company within the meaning of Part XV of Securities and Futures Ordinance, or an appropriate negative statement;

• h) a declaration made by the nominated candidate in respect of the information required to be disclosed pursuant to GEM Listing Rule 17.50(2)(h) to (w), or an appropriate negative statement to that effect where there is no information to be disclosed pursuant to any of such requirements nor there are any other matters relating to that nominated candidate’s standing for election as a Director that should be brought to Shareholders’ attention; and

• i) contact details of the nominated candidate.

The Shareholder proposing the candidate(s) will be required to read out aloud the proposed resolution(s) at the general meeting of the Company.

Adopted on 23 March 2012

(The English version shall always prevail in case of any inconsistency between the English version and its Chinese translation.)