Joy Spreader Group Inc. — Governance Information 2022

May 13, 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)

PROPOSED ADOPTION OF THE NEW BYE-LAWS

This announcement is made by AGTech Holdings Limited (the “ Company ”) pursuant to Rule 17.50(1) of the Rules Governing the Listing of Securities on GEM (the “ GEM Listing Rules ”) of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

The board (the “ Board ”) of directors (the “ Director(s) ”) of the Company proposed to amend the existing bye-laws of the Company (the “ Existing Bye-laws ”) to, inter alia, enabling the Company to have general meetings to be held in physical form, hybrid form or electronic form, reflect certain amendments in the applicable laws of Bermuda and the GEM Listing Rules, and make other consequential and housekeeping amendments by adoption of the amended and restated bye-laws of the Company (the “ New Bye-laws ”). The Board proposes to adopt the New Bye-laws in substitution for, and to the exclusion of, the Existing Bye-laws.

The major areas of the proposed amendments that will be incorporated in the New Bye-laws are summarized below:

1. to allow all general meetings (including, inter alia, annual general meetings and any adjourned or postponed meetings) to be held as a physical meetings in any part of the world and at one or more locations, or as hybrid meetings or electronic meetings;

2. to allow for votes to be cast by shareholders of the Company (the “ Shareholders ”) by such means, electronic or otherwise, as the Directors or the chairman of the general meeting or the Board may determine;

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1. to set out powers of the Board and the chairman of the meeting to make arrangements for managing attendance and/or participation and/or voting in a physical meeting and/or participation in an electronic meeting or a hybrid meeting by means of electronic facilities;

2. to set out powers of the Board and the chairman of the meeting to make any arrangement and impose any requirement or restriction to ensure the security and orderly conduct of a meeting (including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place, determining the number and frequency of and the time allowed for questions that may be raised at a meeting);

3. to remove the definition of “associate” and add the definition of “close associate”;

4. to remove the provision which provides that where the Company purchases for redemption a redeemable share of the Company (the “ Share ”), purchases not made through the market or by tender shall be limited to a maximum price as may be determined by the Company in general meeting;

5. to update the provisions on variation of rights of any class of Shares and remove the provision which allows a quorum of two holders (whatever the number of Shares held by them) at an adjourned general meeting of the Company to approve any variation of class rights;

6. to update the provision relating to inspection of branch register of members of the Company;

7. to update the provision relating to the timing of convening an annual general meeting of the Company;

8. to update the provision relating to the right of minority Shareholder(s) to convene a special general meeting and add resolutions to such meeting agenda;

9. to update the provisions relating to the notice and quorum of general meetings of the Company;

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1. to specify that a resolution put to the vote at general meetings of the Company shall be decided by way of a poll save that the chairman may in good faith, allow a resolution which related purely to a procedural or administrative matter to be voted on by a show of hands;

2. to specify that all questions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by the New Bye-laws or the Companies Act 1981 of Bermuda;

3. to provide that all Shareholders have the right to speak and vote at general meetings of the Company except where a Shareholder is required, by the GEM Listing Rules, to abstain from voting to approve the matter under consideration;

4. to specify the right of clearing house to appoint proxies or corporate representatives to attend any meeting of the Company;

5. to update the provisions relating to the removal of Directors;

6. to provide that any person appointed by the Directors to fill a casual vacancy on or as an addition to the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election;

7. to update the provisions on the treatment of the Directors’ interests and those of his close associates;

8. to update the provision relating to the allotment of Shares pursuant to declaration and payment of dividends;

9. to update the provisions relating to the appointment, removal and remuneration of auditors of the Company;

10. to update and make clarification to the provision relating to the Board’s power to present a winding up petition to the court for the Company; and

11. to update, modernise, or codify provisions of the Existing Bye-laws to better align with the wordings in the applicable laws of Bermuda and the GEM Listing Rules and other consistency changes.

The proposed adoption of the New Bye-laws is subject to the approval of the Shareholders by way of a special resolution at the forthcoming annual general meeting of the Company to be held on June 8, 2022 (the “ AGM ”) and, if approved, will become effective upon such approval.

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A circular containing, among other matters, details of the proposed amendments to the Existing Bye-laws brought about by the adoption of the New Bye-laws, together with the notice convening the AGM will be despatched to Shareholders in due course.

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

Hong Kong, May 16, 2022

• For identification purpose only

As at the date of this announcement, the Board comprises (i) Mr. Sun Ho and Ms. Hu Taoye as executive directors; (ii) Mr. Liu Zheng, Mr. Li Jie, 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 www.agtech.com.

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