Joy Spreader Group Inc. — M&A Activity 2014

Oct 13, 2014

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Shares.

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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)

SUPPLEMENTAL MEMORANDUM OF UNDERSTANDING IN RELATION TO THE POSSIBLE ACQUISITION

Reference is made to the announcement of the Company made on 15 July 2014 (the “ Announcement ”) in relation to the MOU. Capitalised terms used herein have the same meanings as defined in the Announcement unless otherwise specified.

The Board would like to announce that after the Stock Exchange trading hours on 13 October 2014, the Parties to the MOU entered into a supplemental memorandum of understanding whereby the exclusivity period of the MOU shall be extended for a further 2 months’ period from the original expiry date of 14 October 2014 to 14 December 2014 to facilitate further negotiations of the final terms of the Formal Agreement.

The Board would like to inform the public that the Parties had achieved good progress in the negotiations and will endeavor to finalise the Formal Agreement as soon as practicable.

The Possible Acquisition may or may not proceed. Shareholders and investors are reminded to exercise caution when dealing in the Company’s Shares. The Possible Acquisition, if materialises, may constitute a major acquisition for the Company under the GEM Listing Rules. Should the Company enter into the Formal Agreement or decide to terminate the MOU or there be any material development on the Possible Acquisition, the Company will make further announcement(s) in accordance with the GEM Listing Rules as and when appropriate.

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

Hong Kong, 13 October 2014

• For identification purpose only

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As at the date of this announcement, the Board comprises (i) Mr. Sun Ho, Mr. Robert Geoffrey Ryan, Mr. Bai Jinmin and Mr. Liang Yu as executive Directors; (ii) Mr. Ho King Fung, Eric as non-executive Director; and (iii) Ms. Monica Maria Nunes, Mr. Wang Ronghua and Mr. Hua Fengmao 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 Announcement” 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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