Joy Spreader Group Inc. — M&A Activity 2021

May 14, 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)

INSIDE INFORMATION SUMMARY OF TERMS IN RELATION TO A POSSIBLE ACQUISITION

This announcement is made by AGTech Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rule 17.10 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 ”) and the Inside Information Provisions (as defined in the GEM Listing Rules) of Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the announcement of the Company dated 19 April 2021 regarding, among other things, negotiations on a possible acquisition by the Group. The board (the “ Board ”) of directors (each, a “ Director ”) of the Company wishes to announce that after the trading hours of the Stock Exchange on 14 May 2021, the Company executed a summary of terms (the “ Summary of Terms ”) with certain third parties who are, and whose ultimate beneficial owners are, independent of the Company and its connected persons (as defined in the GEM Listing Rules) in relation to a possible acquisition (the “ Possible Acquisition ”) by the Group of the entire equity interests in certain companies within the same group which are principally engaged in the provision of electronic payment services outside Hong Kong.

Pursuant to the Summary of Terms, the Company shall have exclusivity for a period of 60 calendar days from the date of the Summary of Terms (which may be extended (i) by mutual agreement of the parties, (ii) where applicable, until the date when the approvals from applicable regulatory authorities, the shareholders of the Company and the Stock

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Exchange of the Possible Acquisition have been obtained, or (iii) until the financial auditing of the target companies has been completed as required by the relevant laws and regulations) to negotiate, prepare and execute the definitive agreement with respect to the Possible Acquisition. It is intended that the Possible Acquisition, if materialised, shall be subject to customary conditions for transaction of the same type. Details of the terms of the Possible Acquisition are subject to further negotiations among the parties and shall be set forth in the definitive agreement. Save for provisions relating to exclusivity, restriction on dealing in the securities of the Company, confidentiality, expenses, choice of law and dispute resolution, the Summary of Terms is not legally binding on the parties in respect of the consummation of the Possible Acquisition and/or the entering into of the definitive agreement.

The Board considers that the Possible Acquisition is consistent with the corporate strategy of the Group in pursuing overseas opportunities and globalising its business portfolio and, if materialised, is expected to be capable of providing synergies to the existing businesses of the Group including but not limited to hardware supply and games and entertainment businesses. The Possible Acquisition, if materialised, is expected to constitute a notifiable transaction for the Company pursuant to the GEM Listing Rules. Further announcement(s) shall be made by the Company as and when appropriate and in compliance with the GEM Listing Rules if there is any material development in the Possible Acquisition.

As at the date of this announcement, no definitive agreement in relation to the Possible Acquisition has been entered into by the Group. As such, the Possible Acquisition may or may not materialise, and shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

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

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

14 May 2021

• 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. 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 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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