Joy Spreader Group Inc. — Proxy Solicitation & Information Statement 2012

Mar 29, 2012

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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)

PROXY FORM

Form of proxy for use at the annual general meeting (and at any adjournment thereof) to be held on 7 May 2012

I/We (Note 1) of (address) being the registered holder(s) of (Note 2) shares of HK$0.002 each in the capital of AGTech Holdings Limited (the “Company”), HEREBY APPOINT (Note 3) of (address)

or failing him the Chairman of the Meeting as my/our proxy/proxies to attend and vote for me/us and on my/our behalf at the Annual General Meeting (or at any adjournment thereof) of the Company to be held at 10:00 a.m. on Monday, 7 May 2012 at conference room of HLB Hodgson Impey Cheng, 31/F., Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong, to consider and, if thought fit, pass with or without modifications the resolutions set out in the notice convening the said Annual General Meeting (the “Notice”) and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as indicated below, and, if no such indication is given, as my/our proxy thinks fit:

			ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS		FOR (Note 4)	FOR (Note 4)	AGAINST (Note 4)
1.		To receive and adopt the audited financial statements and the reports of the directors and
		auditors of the Company for the year ended 31 December 2011.
2.		i.	To re-elect Mr. Robert Geoffrey Ryan as executive Director.
		ii.	To re-elect Mr. Liang Yu as executive Director.
		iii.	To re-elect Ms. Yang Yang as non-executive Director.
		iv.	To authorise the board of directors to fix the remuneration of all directors who		are
			re-elected at the AGM.
3.		To appoint HLB Hodgson Impey Cheng Limited as the auditors of the Company and			its
		subsidiaries for the ensuing year and authorise the Board to fix their remuneration.
4.		i.	To grant a general mandate to the directors to allot, issue and deal with the Company’s
			shares, on terms as referred to	in ordinary resolution no. 4(i) in the Notice.
		ii.	To grant a general mandate to	the directors to repurchase the Company’s shares,	on
			terms as referred to in ordinary resolution no. 4(ii) in the Notice.
		iii.	To approve the extension of the general mandate to be granted to the directors to allot
			the Company’s shares, on terms as referred to in ordinary resolution no. 4(iii) in		the
			Notice.
5.		To approve the refreshment of the 10% limit on the grant of options under the share option
		scheme of the Company adopted on 18 November 2004 (details of which is described in			the
		circular of the Company dated 30 March 2012).
Dated					Signature	(Note 5)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . 2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

2. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. The proxy need not be a member of the Company, but must attend the meeting in person to represent you. Please note that according to the bye-laws of the Company, a member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote at a general meeting of the Company. 4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast your vote(s) at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Annual General Meeting other than those referred to in the Notice convening such meeting.

3. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under his common seal or under the hand of an officer, attorney or other person duly authorised to sign the same. 6. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of joint holding. 7. This 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 Company’s branch share registrar in Hong Kong, Tricor Abacus 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 Annual General Meeting or any adjourned meeting thereof, and in default the form of proxy shall not be treated as valid. 8. The completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting (or any adjourned meeting thereof) should you so wish. 9. The proxy need not be a member of the Company.

* For identification purpose only