Joy Spreader Group Inc. — Proxy Solicitation & Information Statement 2011

Apr 19, 2011

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)

NOTICE OF SPECIAL GENERAL MEETING

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 Monday, 9 May 2011 at the conference room of HLB Hodgson Impey Cheng at 31/F., Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong for the purpose of considering and, if thought fit, passing with or without amendment, the following resolution of the Company as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT :

• (1) (a) the agreement dated 15 April 2011 entered into between 北京世紀德彩科技有限公 司 (Beijing Century Decai Technology Co., Ltd.), an indirect wholly owned subsidiary of the Company, as purchaser (the “Purchaser”) and China Electronics Corporation, as vendor in relation to the acquisition by the Purchaser of, among other things, 65% of the equity interest in 北京長城高騰信息產品有限公司 (Beijing Greatwall GOT Information Products Co., Ltd.) (the “Share Transfer Agreement”), and the transactions contemplated thereunder, be and are hereby confirmed, approved and ratified; and

  • (b) any one Director of the Company be and is hereby authorised, for and on behalf of the Company, to sign, execute, perfect, deliver and exercise all documents, and to affix the seal of the Company thereon where required in accordance with the bye-laws of the Company, and do all such acts, matters and things which he deems

• For identification purpose only

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necessary, desirable or expedient to carry out and give effect to any or all transactions contemplated, and the exercise or enforcement of rights, under the Share Transfer Agreement or documents contemplated thereunder, and to make and agree such variations to the Share Transfer Agreement or documents contemplated thereunder as he or they may deem necessary, desirable or appropriate and in the interests of the Company.”

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

Chairman & CEO

Hong Kong, 19 April 2011

Registered office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business:

Unit 3912, 39th Floor

Shell Tower Times Square Causeway Bay Hong Kong

As at the date of this notice, the Board comprises (i) Mr. Sun Ho, Mr. Robert Geoffrey Ryan, Mr. Bai Jinmin and Mr. Liang Yu as executive Directors; (ii) Ms. Yang Yang as non-executive Director; and (iii) Mr. Wang Ronghua, Mr. Hua Fengmao and Mr. Kwok Wing Leung Andy as independent non-executive Directors.

Notes:

1. Any member entitled to attend and vote at the SGM is entitled to appoint one or more proxies to attend and vote in his/her 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 any 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 the meeting personally or by proxy, that one of the holders so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

3. The form of proxy 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 branch share registrar and transfer office of the Company in Hong Kong, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, not less than 48 hours before the time for holding the SGM, 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 adjournment thereof) should they so desire.

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