Joy Spreader Group Inc. — Proxy Solicitation & Information Statement 2007

May 30, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in AGTech Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

This circular appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

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AGTech Holdings Limited

(incorporated in Bermuda with limited liability)
(Stock Code: 8279)
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DISCLOSEABLE TRANSACTION

(Acquisition of the entire issued share capital of SHINING CHINA INC)

AND

RE-ELECTION OF DIRECTOR

A notice convening a special general meeting of AGTech Holdings Limited (the “Company”) to be held at 10:00 a.m. on Friday, 15 June 2007 at Meeting Room, 7th Floor, Holiday Inn Express Causeway Bay Hong Kong, 33 Sharp Street East, Causeway Bay, Hong Kong is set out on pages 23 and 24 of this circular. Whether or not you propose to attend the special general meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Abacus Share Registrars Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the special general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from subsequently attending and voting in person at the special general meeting or any adjournment thereof should you so wish.

This circular will remain at www.hkgem.com on the “Latest Company Announcements” page of the GEM website for at least 7 days from the date of its posting

• For identification purposes only

30 May 2007

CHARACTERISTICS OF GEM

GEM has been established as a market designed to accommodate companies to which a high investment risk may be attached. In particular, companies may list on GEM with neither a track record of profitability nor any obligation to forecast future profitability. Furthermore, there may be risks arising out of the emerging nature of companies listed on GEM and the business sectors or countries in which the companies operate. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM. The principal means of information dissemination on GEM is publication on the internet website operated by the Stock Exchange. Listed companies are not generally required to issue paid announcements in gazetted newspapers. Accordingly, prospective investors should note that they need to have access to the GEM website at www.hkgem.com in order to obtain up-to-date information on GEM-listed issuers.

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CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER **	FROM THE BOARD
I.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
II.	The Sale and Purchase Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
III.	Shareholding Structure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
IV.	Information on the Vendors and the Shining China Group . . . . . . . . . . . . .	9
V.	Information on the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
VI.	Reasons for and Benefits of the Acquisition . . . . . . . . . . . . . . . . . . . . . . .	11
VII.	Re-election of Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
VIII.	Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
IX.	Procedures for Demanding a Poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
X.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
APPENDIX – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		16
**NOTICE **	OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .	23

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DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

• “1st Vendor”

Sinoworld Global Limited, a company incorporated with limited liability under the laws of the British Virgin Islands and holds a 40% equity interest in Shining China

• “2nd Vendor” Fine Bridge International Limited, a company incorporated with limited liability under the laws of the British Virgin Islands and holds a 60% equity interest in Shining China

• “Acquisition” the acquisition by the Purchaser of the entire issued share capital of Shining China from the Vendors in accordance with the terms and conditions of the Sale and Purchase Agreement

“Board”	the board of Directors
“Business Day”	any day other than a Saturday, Sunday or other day on
	which commercial banks in Hong Kong are required or
	authorised by law or executive order to be closed or on
	which a tropical cyclone warning no. 8 or above or a
	“black” rainstorm warning signal is hoisted in Hong
	Kong at any time between 9:00 a.m. and 5:00 p.m. Hong
	Kong time
“Company”	AGTech Holdings Limited, a company incorporated in
	Bermuda with limited liability and the issued Shares of
	which are listed on GEM
“Completion”	completion of the sale and purchase of the entire issued
	share capital of Shining China under the Sale and
	Purchase Agreement
“Consideration Shares”	237,580,000 new shares of HK$0.002 each in the capital
	of the Company to be allotted and issued by the Company
	in accordance with the terms and conditions of the Sale
	and Purchase Agreement
“Directors”	the directors of the Company
“GEM”	the Growth Enterprise Market of the Stock Exchange

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DEFINITIONS

“GEM Listing Committee”	the listing sub-committee of the Stock Exchange with
	responsibility for GEM
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“Group”	the Company and its subsidiaries
“Guarantors”	Mr. Yuan Haibo and Mr. Bai Jinmin
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC
“Issue Price”	the issue price of approximately HK$1.964 per
	Consideration Share
“Latest Practicable Date”	28 May 2007, being the latest practicable date prior to the
	printing of this circular for ascertaining certain
	information for inclusion in this circular
“Parties”	the parties to the Sale and Purchase Agreement and their
	respective successors and permitted assigns and “Party”
	means any of them
“PRC”	the People’s Republic of China which, for the purpose of
	this circular, excludes Hong Kong, the Macao Special
	Administrative Region of the PRC and Taiwan
“Purchaser”	AGTech Investment Holdings Limited, a company
	incorporated with limited liability under the laws of the
	British Virgin Islands and is an indirect wholly-owned
	subsidiary of the Company
“Sale and Purchase Agreement”	the sale and purchase agreement dated 14 May 2007
	entered into between the Vendors, the Purchaser and the
	Guarantors for the purpose of acquiring the entire issued
	share capital of Shining China
“SGM”	the special general meeting of the Company to be held on
	15 June 2007 to consider and, if thought fit, approve,
	among other things, the issue and allotment of the
	Consideration Shares
“Share(s)”	ordinary share(s) of HK$0.002 each in the share capital
	of the Company

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DEFINITIONS

“Shareholder(s)”	holder(s) of the Share(s)
“Shining China”	SHINING CHINA INC, a company incorporated in the
	British Virgin Islands with limited liability and is
	beneficially owned as to 40% by the 1st Vendor and 60%
	by the 2nd Vendor
“Shining China Group”	SHINING CHINA INC and its subsidiaries
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Vendors”	the 1st Vendor and the 2nd Vendor
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“RMB”	Renminbi, the lawful currency of the PRC
“%”	per cent.

Note: In this circular, the exchange rate of HK$1.00 to RMB1.00 has been used for reference only.

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LETTER FROM THE BOARD

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AGTech Holdings Limited

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(incorporated in Bermuda with limited liability)

(Stock Code: 8279)

Executive Directors: Mr. Sun Ho (Chairman) Mr. Kot Wai Ming Mr. Robert Geoffrey Ryan

Independent non-executive Directors: Mr. Kwok Wing Leung Andy Mr. Wang Ronghua Mr. Hua Fengmao

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business: Unit 3912, 39/F., Shell Tower Times Square Causeway Bay Hong Kong

30 May 2007

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION (Acquisition of the entire issued share capital of SHINING CHINA INC) AND

RE-ELECTION OF DIRECTOR

I. INTRODUCTION

On 16 May 2007, the Board announced that on 14 May 2007, the Purchaser (being an indirect wholly-owned subsidiary of the Company) entered into the Sale and Purchase Agreement with the Vendors pursuant to which the Purchaser agreed to purchase and the Vendors agreed to sell the entire issued share capital of SHINING CHINA INC at a consideration of HK$777,700,000, of which HK$311,080,000 will be settled in cash and the

• For identification purposes only

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LETTER FROM THE BOARD

remaining HK$466,620,000 will be satisfied by the Company allotting and issuing the Consideration Shares upon Completion. The Company will convene the SGM to seek the approval of the Shareholders for the allotment and issue of the Consideration Shares pursuant to the Sale and Purchase Agreement.

In addition, it is proposed that Mr. Robert Geoffrey Ryan, who has been newly appointed as an executive Director with effect from 21 May 2007, be re-elected as an executive Director at the forthcoming SGM.

The purpose of this circular is (i) to provide you with, among other things, information on the Sale and Purchase Agreement, the Shining China Group, the aforesaid re-election of an executive Director, a notice of the SGM and other information as required under the GEM Listing Rules, and (ii) to seek the Shareholders’ approval at the SGM for the allotment and issue of the Consideration Shares pursuant to the Sale and Purchase Agreement.

II. THE SALE AND PURCHASE AGREEMENT

Date

14 May 2007

Parties

• (i) Sinoworld Global Limited as the 1st Vendor;

• (ii) Fine Bridge International Limited as the 2nd Vendor;

• (iii) AGTech Investment Holdings Limited (a company incorporated with limited liability under the laws of British Virgin Islands and an indirect wholly-owned subsidiary of the Company) as the Purchaser;

• (iv) Yuan Haibo (the sole beneficial owner of the 1st Vendor) as the guarantor for the 1st Vendor; and

• (v) Bai Jinmin (the sole beneficial owner of the 2nd Vendor) as the guarantor for the 2nd Vendor.

Upon Completion, the Purchaser will own 100% of the issued share capital of Shining China. Each of Mr. Yuan Haibo and Mr. Bai Jinmin entered into the Sale and Purchase Agreement as guarantor to guarantee the respective obligations of the 1st Vendor and the 2nd Vendor under the Sale and Purchase Agreement.

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LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, the 1st Vendor and the 2nd Vendor and their respective controlling shareholders (namely, the Guarantors) are third parties independent of and not connected with the Company and the directors, chief executive, management shareholders or substantial shareholders of the Company or its subsidiaries, or any of their respective associates (as defined under the GEM Listing Rules).

Assets to be acquired

The Purchaser shall purchase and the Vendors shall sell the entire issued share capital of Shining China.

Consideration for the Acquisition

The consideration for the Acquisition shall be HK$777,700,000, of which:

• (i) HK$39,000,000 in cash shall be paid as a refundable deposit and partial payment of the consideration (the “Deposit”) to the 1st Vendor within 5 weeks after the date of the Sale and Purchase Agreement;

• (ii) HK$272,080,000 in cash shall be paid to the 1st Vendor upon Completion; and

• (iii) the remaining balance of HK$466,620,000 shall be satisfied by the Company allotting and issuing 237,580,000 Consideration Shares (representing approximately 7.33% of the issued share capital of the Company as enlarged by the issue of such Consideration Shares) at the Issue Price to the 2nd Vendor upon Completion.

In the event that Completion does not take place for whatever reasons on or before 5 July 2007 or that the Sale and Purchase Agreement is terminated for whatever reasons, the Deposit shall be refunded (without interest) by the 1st Vendor to the Purchaser (or its nominee) within 2 Business Days upon written request by the Purchaser.

The cash portion of the consideration for the Acquisition will be financed by way of external fund raising activity to be carried out by the Company. The Company is currently considering that it shall be funded by way of a top-up placing of Shares. It is expected that the details of such fund raising exercise shall be announced by the Company around the end of May 2007.

The issue price of the Consideration Shares of approximately HK$1.964 each (i) represents a discount of approximately 2.77% to the closing price of HK$2.02 per Share as quoted on the Stock Exchange on 14 May 2007 (being the last trading day before the release of the announcement by the Company regarding the Sale and Purchase Agreement); (ii) is equivalent to the average closing price of HK$1.964 per Share based on the closing prices of the Shares as quoted on the Stock Exchange for the 5 consecutive trading days immediately preceding the date of the Sale and Purchase Agreement; and (iii) represents a premium of approximately 11.34% over the average closing price of approximately HK$1.764 per Share quoted on the Stock Exchange for the 30 consecutive trading days leading up to and including 14 May 2007.

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LETTER FROM THE BOARD

Based on the average closing price of HK$1.964 per Share quoted on the Stock Exchange for the five consecutive trading days immediately prior to the date of the Sale and Purchase Agreement, the value of the Consideration Shares will be approximately HK$466.6 million.

The Consideration Shares represent approximately 7.91% of the Company’s existing issued share capital and approximately 7.33% of its issued share capital as enlarged by the issue of the Consideration Shares. The 2nd Vendor has undertaken to the Purchaser that for a period of 12 months after the allotment and issue of the Consideration Shares, it (and its associates as defined in the GEM Listing Rules) shall not sell, assign, exchange, transfer, or grant any option, right of first refusal or other right or interest whatsoever over any of the Consideration Shares.

The issue and allotment of the Consideration Shares is subject to, among other things, the passing of a resolution approving the issue and allotment of the Consideration Shares by the Shareholders at the SGM.

The Consideration Shares will rank pari passu in all respects with all the existing Shares then in issue.

Application has been made by the Company to the Stock Exchange for the listing of and permission to deal in the Consideration Shares.

Guarantee

The Guarantors unconditionally and irrevocably guarantee to the Purchaser the due and punctual performance by the Vendors of their obligations under the Sale and Purchase Agreement, and undertake to indemnify and keep indemnified the Purchaser against all losses, damages, costs and expenses of whatsoever nature which the Purchaser may suffer or incur by reason of any default or unreasonable delay on the part of the Vendors in the performance of their obligations under the Sale and Purchase Agreement.

Conditions precedent

Completion of the Sale and Purchase Agreement is conditional upon the following conditions:

• (i) the Company obtaining the approval from the GEM Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares;

• (ii) the Shareholders passing resolution(s) approving the issue and allotment of the Consideration Shares and, if required, the Sale and Purchase Agreement and the transactions contemplated thereunder;

• (iii) the Purchaser obtaining a legal opinion (in such form and substance satisfactory to the Purchaser) issued by the PRC lawyers acceptable to the Purchaser advising and confirming under the laws of the PRC that the business(es) of Shining China’s subsidiary in the PRC are in compliance with all relevant laws and regulations in the PRC;

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LETTER FROM THE BOARD

• (iv) the Purchaser not obtaining or receiving any indication that any necessary approvals, consent or permits from any regulatory or governmental authorities in the PRC and Hong Kong to the execution of the Sale and Purchase Agreement and the performance of the transactions thereby contemplated not having been obtained as at the time that the conditions set out in (i), (ii) and (iii) above are satisfied; and

• (v) the Purchaser notifying the Vendors that it is satisfied upon inspection and investigation that the operation of the business(es) (whether current business(es) or not) of the Shining China Group and the arrangement(s) relating thereto do not contravene the Gambling Ordinance (Chapter 148 of the Laws of Hong Kong).

The Company has engaged the PRC lawyer, Haiwen & Partners (which is independent of and not connected with the Company and the directors, chief executive, management shareholders or substantial shareholders of the Company or its subsidiaries, or any of their respective associates (as defined under the GEM Listing Rules)), to give written legal opinion as to whether under the laws of the PRC the business(es) of the Shining China Group are in compliance with all relevant laws and regulations in the PRC. Having reviewed the scope of services provided under the Consultancy Agreements as referred to in the section headed “Information on the Vendors and the Shining China Group” below, coupled with the fact that Shining China is only an investment holding company without being engaged in any other business activities and that the Shining China Group has not been engaged in any business activities other than the business activities pursuant to the aforesaid Consultancy Agreements, the PRC lawyer confirms and advises in its legal opinion that the consultancy services provided under the Consultancy Agreements are not in breach of the PRC laws and regulations and that it is not aware that the Shining China Group has any business or business contract which breaches the PRC laws and regulations.

As at the Latest Practicable Date, only condition (iii) of the above conditions precedent has been fulfilled.

Long-stop date

The above conditions precedent of the Sale and Purchase Agreement shall have been fulfilled and/or waived by Purchaser (as the case may be) on or before 30 June 2007 (or such later date as may be agreed between the Purchaser and the Vendors in writing).

Completion

Completion shall take place on or before the third Business Day after the fulfilment and/or waiver by the Purchaser (as the case may be) of all the conditions precedent of the Sale and Purchase Agreement (or such other date as the Parties may agree in writing).

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LETTER FROM THE BOARD

III. SHAREHOLDING STRUCTURE

The shareholding structure of the Company as at the Latest Practicable Date and immediately upon Completion are as follows:

Shareholders MAXPROFIT GLOBAL INC (Note 1) Mr. SUN Ho (Note 2) Mr. KOT Wai Ming (Note 2) Mr. WANG Ronghua (Note 2) Mr. HUA Fengmao (Note 2) Mr. KWOK Wing Leung Andy (Note 2) 2nd Vendor Public Shareholders Total	As at the Latest Practicable Date No. of Shares Approximate percentage of total issued share capital of the Company 2,006,250,000 66.84% 26,750,000 0.89% 26,750,000 0.89% 2,675,000 0.09% 1,355,000 0.04% 2,675,000 0.09% – – 935,340,000 31.16% 3,001,795,000 100.00%	Immediately upon Completion No. of Shares Approximate percentage of total issued share capital of the Company 2,006,250,000 61.93% 26,750,000 0.83% 26,750,000 0.83% 2,675,000 0.08% 1,355,000 0.04% 2,675,000 0.08% 237,580,000 7.33% 935,340,000 28.88% 3,239,375,000 100.00%	Immediately upon Completion No. of Shares Approximate percentage of total issued share capital of the Company 2,006,250,000 61.93% 26,750,000 0.83% 26,750,000 0.83% 2,675,000 0.08% 1,355,000 0.04% 2,675,000 0.08% 237,580,000 7.33% 935,340,000 28.88% 3,239,375,000 100.00%
			100.00%

Notes:

1. MAXPROFIT GLOBAL INC is beneficially and wholly-owned by Mr. Sun Ho, an executive Director and Chairman of the Company.

2. These are Shares held by Directors.

As the 2nd Vendor will hold only approximately 7.33% of the issued share capital of the Company as enlarged by the issue of the Consideration Shares following Completion and MAXPROFIT GLOBAL INC will continue to be the controlling shareholder of the Company, there will not be any change in control of the Company as a result of the Acquisition.

IV. INFORMATION ON THE VENDORS AND THE SHINING CHINA GROUP

The 1st Vendor is an investment holding company incorporated with limited liability under the laws of the British Virgin Islands and is beneficially and wholly-owned by Mr. Yuan Haibo.

The 2nd Vendor is an investment holding company incorporated with limited liability under the laws of the British Virgin Islands and is beneficially and wholly-owned by Mr. Bai Jinmin.

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LETTER FROM THE BOARD

Shining China is an investment holding company and the Shining China Group is principally engaged in the provision of consultancy services (including providing training services as well as proposals, recommendations and advice on (i) the selection of location, and the setting up, of sales venues; (ii) brand-building; (iii) the operations and sales management; and (iv) the advertising and marketing strategies in respect of sports lottery tickets issuance and sales).

The Shining China Group has commenced providing the said consultancy services in the sports lottery market in the PRC since 1 November 2006 to a PRC company (the “Principal Customer”) which is the principal customer of the Shining China Group and a third party independent of and not connected with the Company and the directors, chief executive, management shareholders or substantial shareholders of the Company or its subsidiaries, or any of their respective associates (as defined under the GEM Listing Rules). The Principal Customer is engaged in, among other things, the provision of marketing strategy, promotional and sales management services to the sports lottery administration centres of the municipality of Chongqing ( ) and the provinces of Hunan ( ) and Jiangxi ( ) in the PRC (Chongqing, Hunan and Jiangxi are collectively referred to as “Territories” hereinafter). The aforesaid sports lottery administration centres are PRC government bodies which have respectively entered into contracts with the Principal Customer for its aforesaid services rendered to them.

Shining China, through its wholly-owned subsidiary in the PRC, has entered into consultancy agreements (the “Consultancy Agreements”) with the Principal Customer for providing the consultancy services (as mentioned in the above third paragraph of this section) to the Principal Customer in respect of the Territories. Under the Consultancy Agreements, the Shining China Group will charge the Principal Customer consultancy fees based on the scope of services provided in respect of the Territories and such fees will be calculated based on a fixed percentage of the sports lottery sales of the respective Territories, ranging from 1.25% to 8% (subject to accomplishment of sales targets set by the sports lottery administration centres of certain Territories). Generally, the consultancy fees will be settled on a monthly basis, except in respect of a particular Territory where the consultancy fees will be settled on a monthly basis for the first 3 years of consultancy services and on a yearly basis for the remaining years of services. The tenure of the consultancy services provided by the Shining China Group under the Consultancy Agreements varies in respect of different Territories, with the earliest expiring in December 2010 and the latest expiring in April 2013.

Based on the unaudited consolidated accounts of the Shining China Group for the period from 3 January 2006 (being the date of incorporation) to 31 December 2006, the Shining China Group had turnover of approximately HK$0.4 million and a loss (both before and after taxation) of approximately HK$0.6 million. Based on the unaudited management accounts of the Shining China Group for the three months ended 31 March 2007, the Shining China Group had turnover of approximately HK$1.2 million and a loss (both before and after taxation) of approximately HK$0.4 million. The unaudited net asset value of the Shining China Group as at 31 March 2007 was approximately HK$93,000.

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LETTER FROM THE BOARD

Following Completion, Shining China will become a wholly-owned subsidiary of the Company and any future earnings, assets and liabilities of the Shining China Group will be consolidated in the accounts of the Group. On the basis of the unaudited net asset value of the Shining China Group as at 31 March 2007 of approximately HK$93,000 and the unaudited consolidated net asset value of the Group as at 31 December 2006 of approximately HK$61.4 million (as shown in the consolidated balance sheet of the Group last announced by the Company in its interim report for the 6 months ended 31 December 2006), the Directors do not currently foresee any material impact of the Shining China Group’s net asset value on the Group’s net asset value following Completion. It is however anticipated that the Shining China Group will become one of the major income sources of the Group following Completion given the revenue model of the consultancy services provided by the Shining China Group under the above-mentioned Consultancy Agreements as well as the business potential expected to be brought about by the Shining China Group to the Group following Completion as described in the section headed “Reasons for and benefits of the Acquisition” below. In addition, as the consideration for the Acquisition will be funded by way of external equity fund raising activity (which is currently expected to be through a top-up placing of Shares) as well as the allotment and issue of the Consideration Shares, the Directors do not anticipate that there will be any adverse impact on the cash flow or the gearing ratio of the Group as a result of the Acquisition.

V. INFORMATION ON THE GROUP

The Company is an investment holding company incorporated in Bermuda and its issued Shares are listed on GEM. The Group is principally engaged in the research, development and sale of software products and systems as well as the provision of information technology solutions (including project implementation, system integration and after-sales maintenance services) to customers in the PRC and the Macao Special Administrative Region of the PRC. As part of its corporate strategy to strengthen its business in the PRC, the Group now focuses on promoting the fixed odds betting products through its joint venture with Ladbroke Group (as announced by the Company on 23 January 2007) as well as on the payment-related products.

VI. REASONS FOR AND BENEFITS OF THE ACQUISITION

The Group has been looking for suitable investment opportunities in order to broaden its income source and maximise the return of the Shareholders. The Board considers that the Acquisition is an attractive investment opportunity for the Group to widen the scope of its services in the PRC market and, in particular, represents a major step forward of the Group in further expanding its business into the sports lottery market in the PRC following its first foray into such market through the establishment of a joint venture company with Ladbroke Group. In addition, by acting as the consultant to its Principal Customer which is engaged in, among other things, the provision of marketing strategy, promotional and sales management services to the sports lottery administration centres of the municipality of Chongqing and the provinces of Hunan and Jiangxi in the PRC, the Shining China Group has established a foothold in the sports lottery market in the PRC and, after and assuming Completion, such provision of consultancy services to the Principal Customer will be a valuable asset to the Group as it will

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LETTER FROM THE BOARD

allow the Group to accelerate its penetration into the sports lottery sector in the PRC. The municipality of Chongqing and the provinces of Hunan and Jiangxi are just the initial entry points for the Shining China Group in the sports lottery sector of the PRC and, after and assuming Completion, the Group intends to leverage on the Shining China Group’s track record and experience to continue to penetrate other provinces or municipalities in the PRC. Based on the official data released by (the Information Centre of General Administration of Sports of China), the total sales of sports lottery for the year of 2006 recorded a record-high of over RMB32.3 billion (equivalent to approximately HK$32.3 billion), representing an increase of approximately RMB2.1 billion (equivalent to approximately HK$2.1 billion) over 2005. The population of Chongqing, Hunan and Jiangxi in aggregate amounted to approximately 134.35 million for 2005, representing approximately 10.3% of the total population in the PRC (source of information: Bloomberg), with Chongqing being the largest and most populous municipality in the country. Given this enormous sports lottery market in the PRC, the Board believes that the Group will benefit from the existing geographical coverage of the Shining China Group alone as well as the aforesaid growth of the sports lottery sales in general, not to mention any future expansion of the Shining China Group’s business to other geographical areas in the PRC.

Furthermore, after and assuming Completion, should opportunities arise, the Group will also explore the opportunity of cross-selling its products (such as the fixed odds betting games for proposed adoption in the PRC sports lottery market) through the Shining China Group to various sports lottery administration centres in the PRC.

With the momentum building up in the run-up to the 2008 Beijing Olympic Games, China is on the track of becoming one of the fastest growing and ultimately one of the largest sports lottery markets in the world. In order to capitalise on this unprecedented market opportunity, the Group is committed to becoming a leading solutions provider for the sports lottery market in the PRC, ranging from the provision of software games and technologies to the related consultancy services. With advanced technologies, industry know-how, a highly skilled and experienced working team and its creative ideas, the Group is well-positioned to assist the licensed/authorised sports lottery operator(s) and/or the sports lottery administration centres to provide the Chinese citizens with healthy and legitimate lottery entertainment and to increase sports charity funds, thereby supporting the sports development in the PRC.

The consideration for the Acquisition was determined after arm’s length negotiations between the Parties having regard to the unaudited consolidated net asset value of the Shining China Group as at 31 March 2007, the above-mentioned business potential to be brought about by the Shining China Group to the Group following Completion, and the above-mentioned synergistic effects that may be brought about by the Shining China Group to other product lines (including the fixed odds betting products) of the Group following Completion. 60% of the consideration for the Acquisition will be satisfied by the issue and allotment of the Consideration Shares, thus reducing the overall cash outlay required for the Acquisition. Also, the Consideration Shares will be subject to a lock-up period of 12 months after their issuance and will be issued at the Issue Price which represents a premium of approximately 11.34% over the average closing price of approximately HK$1.764 per Share quoted on the Stock Exchange

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LETTER FROM THE BOARD

for the 30 consecutive trading days leading up to and including 14 May 2007. The Issue Price was arrived at by the Parties after taking into account the average closing price of HK$1.964 per Share based on the closing prices of the Shares as quoted on the Stock Exchange for the 5 consecutive trading days immediately preceding the date of the Sale and Purchase Agreement.

In view of the above, the Directors are of the view that the Acquisition is in the interests of the Company and the Sale and Purchase Agreement is on normal commercial terms, which are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

VII. RE-ELECTION OF DIRECTOR

In accordance with Bye-Law 86(2) of the Bye-Laws of the Company, Mr. Robert Geoffrey Ryan, who has been newly appointed by the Board as an executive Director with effect from 21 May 2007, shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at that meeting. Accordingly, Mr. Ryan, being eligible, shall offer himself for re-election at the SGM. Brief biographical details relating to Mr. Ryan are set out below for the Shareholders’ consideration.

Mr. Robert Geoffrey Ryan, aged 49, brings to the Company over 15 years of experience in senior roles within the international gaming and wagering industry. Mr. Ryan has accumulated a broad range of operational, business development and implementation expertise across industry sectors including sports betting operations, on-line lottery operations, pari-mutuel and fixed odds wagering, electronic gaming machine (EGM) and video lottery terminal (VLT) operations, casino operations and gaming systems implementation/integration. Through his tenure with Australia’s leading gaming companies, Tabcorp Holdings Limited (Australia’s largest gaming and wagering company), Jupiters Limited (casinos and hospitality) and AWA Limited (gaming systems), Mr. Ryan has developed and/or managed gaming operations within Asia and the Asia Pacific region including India, Malaysia, Philippines, Vietnam and Thailand. Most recently in his capacity as Regional Manager, Mr. Ryan was instrumental over a 3-year campaign to have Tabcorp systems, lottery game designs and operations approved in China at the central government level. Mr. Ryan shall provide advice and assistance to the Group with respect to gaming operations design and implementation, business development and gaming business review. Mr. Ryan is also a director of Asia Gaming Technologies Limited, an indirect 51% owned subsidiary of the Company.

Save for acting as an executive Director, Mr. Ryan has not held any directorship in any listed companies in the past three years. He is not connected with any director, senior management, management or substantial or controlling shareholders of the Company.

In accordance with the meaning of Part XV of the Securities and Futures Ordinance, as at the Latest Practicable Date, Mr. Ryan was interested in a share option granted by the Company to him under the share option scheme of the Company adopted on 18 November 2004, which entitles him to subscribe for up to 26,750,000 Shares at an exercise price of HK$1.40 each (subject to adjustment).

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LETTER FROM THE BOARD

Save as disclosed above, the Board is not aware of any matter in relation to the appointment of Mr. Ryan that is required to be disclosed pursuant to Rule 17.50(2)(h) to (v) of the GEM Listing Rules and any other matter that needs to be brought to the attention of the Shareholders.

VIII. SPECIAL GENERAL MEETING

Set out on pages 23 and 24 of this circular is the notice of the SGM to be held at 10:00 a.m. on Friday, 15 June 2007 at Meeting Room, 7th Floor, Holiday Inn Express Causeway Bay Hong Kong, 33 Sharp Street East, Causeway Bay, Hong Kong, at which ordinary resolutions will be proposed to approve, among other things, the allotment and issue of the Consideration Shares and the re-election of Mr. Robert Geoffrey Ryan as an executive Director.

A proxy form for use at the SGM is enclosed herein. Whether or not you intend to attend the SGM, you are requested to complete the proxy form in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Abacus Share Registrars Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time fixed for holding the SGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the SGM or any adjournment thereof if you so wish.

IX. PROCEDURES FOR DEMANDING A POLL

Where a resolution is put to the vote at the SGM, the resolution shall be decided on a show of hands unless voting by way of a poll is required by the GEM Listing Rules or (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (a) by the chairman of the SGM; or

• (b) by at least three Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the SGM; or

• (c) by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the SGM; or

• (d) by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and holding Shares conferring a right to vote at the SGM being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right; or

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LETTER FROM THE BOARD

• (e) by the chairman of the SGM and/or Directors who, individually or collectively, hold proxies in respect of Shares representing five per cent. (5%) or more of the total voting rights at the SGM.

On a poll votes may be given either personally or by proxy.

X. RECOMMENDATION

The Directors consider that the Acquisition and the re-election of Mr. Robert Geoffrey Ryan as an executive Director are in the interests of the Company and the Shareholders as a whole. The Directors therefore recommend that the Shareholders vote in favour of the relevant resolutions as set out in the notice of the SGM.

Your attention is also drawn to the additional information set out in the appendix to this circular.

Yours faithfully, By order of the Board AGTech Holdings Limited Sun Ho Chairman

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular, 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: (1) the information contained in this circular is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this circular misleading; and (3) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

2. DISCLOSURE OF INTERESTS OF DIRECTORS AND CHIEF EXECUTIVE

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (“SFO”)), which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); (b) pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (c) pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by Directors, to be notified to the Company and the Stock Exchange, were as follows:

Interests in Shares:

Number of Shares

				Approximate
	Personal	Corporate		percentage
Directors	interest	interest	Total	held
Mr. Sun Ho	26,750,000	2,006,250,000	2,033,000,000	67.73%
		(Note)
Mr. Kot Wai Ming	26,750,000	–	26,750,000	0.89%
Mr. Wang Ronghua	2,675,000	–	2,675,000	0.09%
Mr. Hua Fengmao	1,355,000	–	1,355,000	0.04%
Mr. Kwok Wing Leung	2,675,000	–	2,675,000	0.09%
Andy

Note: These 2,006,250,000 Shares were held in the name of MAXPROFIT GLOBAL INC. As MAXPROFIT GLOBAL INC is beneficially and wholly-owned by Mr. Sun Ho, an executive Director and chairman of the Company, Mr. Sun was deemed to be interested in such Shares.

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GENERAL INFORMATION

APPENDIX

Long position in the underlying Shares in respect of the share option of the Company (which was regarded as an unlisted physically settled equity derivative):

Number of underlying Shares entitled (in respect of share option of the Company)

						As at the
		Exercise				Latest
Name of		price per	Exercisable			Practicable
Director	Date of grant	Share	period	Granted	Exercised	Date
		(HK$)
Mr. Robert	22-3-2007	1.40	22-3-2008 –	26,750,000	–	26,750,000
Geoffrey			21-3-2012
Ryan

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executive of the Company had any interests or short positions in the Shares, underlying Shares (in respect of share options of the Company which were regarded as unlisted physically settled equity derivatives) and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO), which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); (b) pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (c) pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by Directors, to be notified to the Company and the Stock Exchange.

As at the Latest Practicable Date, none of the Directors had entered into any service agreement with any member of the Group which was not terminable by the employer within one year without payment of compensation other than statutory compensation.

3. SUBSTANTIAL SHAREHOLDER

As at the Latest Practicable Date, so far as was known to the Directors or chief executive of the Company, the following persons (not being Directors or chief executives of the Company) had, or were deemed to have, interests and long positions in the Shares or underlying Shares which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO or, were expected, directly or indirectly, to be interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances

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GENERAL INFORMATION

APPENDIX

at general meetings of any other member of the Group or held any option in respect of such capital and recorded in the register kept by the Company pursuant to section 336 of the SFO:

Interests in the Shares:

			Approximate
			percentage of the
			issued share
		Number of	capital of the
Name of Shareholder	Capacity	Shares held	Company
MAXPROFIT	Beneficial owner	2,006,250,000	66.84%
GLOBAL INC	(Note 1)
Legg Mason Inc	Investment Manager	159,936,000	5.33%
	(Note 2)
GE Asset Management	Investment Manager	150,000,000	5.00%
Incorporated
HB Resources	Interests in controlled	237,580,000	7.91%
Investment Limited	corporation (Note 3)
Bai Jinmin	Interests in controlled	237,580,000	7.91%
	corporation (Note 3)

Long positions in the underlying Shares:

			Approximate
			percentage of the
		Number of	issued share
Name of holder of the		underlying	capital of the
underlying Shares	Capacity	Shares entitled	Company
Ladbrokes plc	Interests in controlled	157,990,000	5.26%
	corporation (Note 4)

Notes:

1. As disclosed above, Mr. SUN Ho was deemed to be interested in those 2,006,250,000 Shares by virtue of his interest in MAXPROFIT GLOBAL INC.

2. Under the SFO, Legg Mason Inc was deemed to own the 159,936,000 Shares which were directly held by Legg Mason International Equities (Singapore) Pte. Limited and indirectly held through LM International Holding LP and Legg Mason International Holdings II, LLC, all of which are wholly-owned subsidiaries of Legg Mason Inc.

– 18 –

GENERAL INFORMATION

APPENDIX

1. These 237,580,000 Shares will be held directly by the 2nd Vendor (namely, Fine Bridge International Limited) upon Completion. Under the SFO, Mr. Bai Jinmin was deemed to own those 237,580,000 Shares since he owns the entire issued share capital of HB Resources Investment Limited which in turn owns the entire issued share capital of Fine Bridge International Limited.

2. The 157,990,000 Shares were deemed corporate interest of Ladbrokes plc arising as a result of the grant of an option by the Company to Ladbroke Group pursuant to a joint venture shareholders’ agreement dated 19 January 2007. Under the SFO, Ladbrokes plc was deemed to own those 157,990,000 Shares which were directly held by Ladbroke Group and indirectly held through Ladbroke Group International, Travel Document Service, Cayman Investments No. 1, International Finance Investment, Ladbroke US Investments Ltd, Martia Ltd and Ladbroke Group Holdings Ltd, all of which are wholly-owned subsidiaries of Ladbrokes plc.

Save as disclosed above, as at Latest Practicable Date, the Directors or chief executive of the Company were not aware of any other substantial Shareholder (not being a Director or chief executive of the Company) who had, or was deemed to have, interests or short positions in the Shares, underlying Shares and debentures of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO; or who was expected, directly or indirectly, to be interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or held any option in respect of such capital and recorded in the register kept by the Company pursuant to section 336 of the SFO.

4. INTEREST OF OTHER PERSONS

As at the Latest Practicable Date, apart from the interests in the Shares, underlying Shares and debentures of the Company and its associated corporations held by the Directors, chief executive and substantial Shareholders of the Company stated above, there were no other persons with interests recorded in the register of the Company required to be kept under section 336 of the SFO.

5. MANAGEMENT SHAREHOLDER

So far as the Directors are aware, as at the Latest Practicable Date, other than Mr. Sun Ho as disclosed above, there was no other person who was directly or indirectly interested in 5% or more of the Shares then in issue and who was able, as a practical matter, to direct or influence the management of the Company.

6. DIRECTORS’ INTEREST IN COMPETING BUSINESSES

As at the Latest Practicable Date, none of the Directors or any of their respective associates (as defined in the GEM Listing Rules) had any interest in any business which causes or may cause any significant competition with the business of the Group or any significant conflicts with the interests of the Group.

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GENERAL INFORMATION

APPENDIX

7. LITIGATION

As at the Latest Practicable Date, so far as the Directors were aware, neither the Company nor any of its subsidiaries was engaged in any litigation or arbitration of material importance and there was no litigation or claim of material importance known to the Directors to be pending or threatened against the Company or any of its subsidiaries.

8. SHARE CAPITAL OF THE COMPANY

HK$

Authorised share capital:

5,000,000,000	Shares of HK$0.002 each	10,000,000
_sued and fully _	paid as at the Latest Practicable Date:
3,001,795,000	Shares of HK$0.002 each	6,003,590

Issued and fully paid as at the Latest Practicable Date:

All the Shares rank pari passu in all aspects, including all rights as to dividend, voting and interests in the capital.

9. MISCELLANEOUS

• (a) The branch share registrar of the Company in Hong Kong is Abacus Share Registrars Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong.

• (b) The secretary of the Company is Ms. Mak Tak Ping who is an associate member of The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Company Secretaries.

• (c) The qualified accountant of the Company is Ms. Lo Kei Chi who is an associate member of the Hong Kong Institute of Certified Public Accountants and a member of CPA Australia.

• (d) The compliance officer of the Company is Mr. Sun Ho, who is a member of CPA Australia and the Hong Kong Institute of Certified Public Accountants.

– 20 –

GENERAL INFORMATION

APPENDIX

• (e) Immediately following Completion, Mr. Bai Jinmin will be appointed as General Manager of the Shining China Group, responsible for its strategic planning and supervision of its operations. Set out below are the biographical details of Mr. Bai Jinmin:

Mr. Bai Jinmin , aged 41, of Suite 1603, Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong, has over 13 years of experience in business development, investment, corporate management and strategic planning. Mr. Bai holds a bachelor degree in Engineering from (the Electronics Institute of Hangzhou), the PRC (now known as Hangzhou Dianzi University ) and a Master of Business Administration degree from the National University of Singapore.

• (f) The Company has established an audit committee which is responsible for reviewing and supervising the financial reporting process and internal control system of the Group, considering the appointment or re-appointment of auditors and providing advice and comments on the Group’s draft annual reports and accounts, interim reports and quarterly reports to the Board. The audit committee is chaired by Mr. Kwok Wing Leung Andy and has two other members, Mr. Wang Ronghua and Mr. Hua Fengmao, all of them are independent non-executive Directors. Set out below are the biographical details of these three Directors:

Mr. Kwok Wing Leung Andy , aged 33, has over 10 years of local and overseas financial and general management experience and has experience in the trading business in the PRC. He was appointed as independent non-executive Director as well as member of each of the audit, remuneration and nomination committees of the Company on 19 July 2006. Mr. Kwok holds a master degree in Business Administration from Tsinghua University, the PRC and a bachelor degree in Economics from the University of Sydney in Australia. Mr. Kwok is a member of the Hong Kong Institute of Certified Public Accountants and a member of CPA Australia. Mr. Kwok is the chairman of Nubrands Group Holdings Limited, the issued shares of which are listed on the Main Board of the Stock Exchange.

Mr. Wang Ronghua , aged 62, is a representative in Shanghai of Treasury Holdings China Limited. He was appointed as independent non-executive Director as well as member of each of the audit, remuneration and nomination committees of the Company on 19 July 2006. Mr. Wang graduated from the Beijing Institute of Foreign Trade. Prior to the appointment as independent non-executive Director, Mr. Wang held various positions in the PRC Government. Mr. Wang was the General Manager of Beijing Personnel Service Corporation for Diplomatic Missions, the General Manager of China Jiaoyuan Corporation for International Economic and Technical Cooperation, the First Deputy Director General of Beijing Service Bureau for Diplomatic Missions and an Ambassador of the PRC to the Republic of Iceland. Thereafter, Mr. Wang joined Shanghai Institute of International Finance as Vice President and was Chief Operating Officer of Shanghai Sinoman Industrial (Group) Ltd. Mr. Wang did not hold any directorship in any listed companies during the past three years.

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GENERAL INFORMATION

APPENDIX

Mr. Hua Fengmao , aged 38, is the founding partner and managing director of China Finance Strategies Limited. He was appointed as independent non-executive Director as well as member of each of the audit, remuneration and nomination committees of the Company on 19 July 2006. Mr. Hua obtained a bachelor degree and a master degree in English Language & Literature from the Shanghai International Studies University, Shanghai, the PRC. Mr. Hua obtained a Master of Business Administration degree from the International University of Japan, Niigata, Japan. Prior to founding China Finance Strategies Limited, Mr. Hua held various positions in various investment banks. Mr. Hua was the Managing Director of Investment Banking of CLSA Equity Capital Markets Limited, the General Manager of Cazenove Asia Limited, Manager of ICEA Capital Limited and Associate Investment Banking Officer of Bank of America NT&SA. Mr. Hua did not hold any directorship in any listed companies during the past three years.

• (g) In the event of any inconsistency, the English text of this circular shall prevail over the Chinese text.

– 22 –

NOTICE OF SPECIAL GENERAL MEETING

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AGTech Holdings Limited

==> picture [7 x 5] intentionally omitted <==

----- Start of picture text -----


----- End of picture text -----*

(incorporated in Bermuda with limited liability)

(Stock Code: 8279)

NOTICE IS HEREBY GIVEN that a special general meeting (the “SGM”) of AGTech Holdings Limited (the “Company”) will be held at 10:00 a.m. on Friday, 15 June 2007 at Meeting Room, 7th Floor, Holiday Inn Express Causeway Bay Hong Kong, 33 Sharp Street East, Causeway Bay, Hong Kong for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT

2. (a) the allotment and issue of 237,580,000 Consideration Shares (as defined in the circular of the Company dated 30 May 2007 (the “Circular”), a copy of which has been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) on and subject to the terms and conditions of the sale and purchase agreement dated 14 May 2007 (the “Sale and Purchase Agreement”) (a copy of which has been produced to the meeting marked “B” and signed by the chairman of the meeting for the purpose of identification) entered into between Sinoworld Global Limited, Fine Bridge International Limited, AGTech Investment Holdings Limited, Yuan Haibo and Bai Jinmin be and are hereby approved; and

3. (b) the directors of the Company be and are hereby authorised to do all such acts and things, to sign and execute all such document and to take all such steps as the directors of the Company may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the allotment and issue of the Consideration Shares or any of the transactions contemplated under the Sale and Purchase Agreement.”

4. For identification purposes only

– 23 –

NOTICE OF SPECIAL GENERAL MEETING

1. “ THAT Mr. Robert Geoffrey Ryan shall be and is hereby re-elected as an executive director of the Company and the board of directors of the Company shall be and is hereby authorised to fix his remuneration.”

By order of the Board AGTech Holdings Limited Sun Ho

Chairman

Hong Kong, 30 May 2007

Notes:

1. Any member entitled to attend and vote at the SGM is entitled to appoint a proxy to attend and vote in his stead in accordance with the bye-laws of the Company. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders shall be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

3. The form of proxy (as enclosed with the circular of the Company dated 30 May 2007) and the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority must be deposited at the Company’s branch share registrar in Hong Kong, Abacus Share Registrars Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the SGM or any adjourned meeting thereof, and in default the form of proxy shall not be treated as valid. The completion and return of the form of proxy shall not preclude members from attending and voting in person at the SGM (or any adjourned meeting thereof) should they so wish.

4. In accordance with the Company’s bye-laws, the following categories of members may demand that the vote in respect of any resolution to be put to the general meeting should be taken on a poll:

5. (a) at least three members present in person (or in the case of a member being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

6. (b) any member or members present in person (or in the case of a member being a corporation by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

7. (c) any member or members present in person (or in the case of a member being a corporation by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right; or

8. (d) the chairman of such meeting; or

9. (e) the chairman of the meeting and/or the directors of the Company who, individually or collectively, hold proxies in respect of shares representing five per cent. (5%) or more of the total voting rights at such meeting.

A poll may be so demanded before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll.

– 24 –