Joy Spreader Group Inc. — Proxy Solicitation & Information Statement 2013

Oct 28, 2013

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 (“SGM”) of AGTech Holdings Limited (the “Company”) will be held at 10 a.m. on Wednesday, 13 November 2013 at the conference room of AGTech Holdings Limited, Unit 3912, 39th Floor, Tower Two, Times Square, Causeway Bay, Hong Kong for the following purposes:

ORDINARY RESOLUTIONS

1. to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:

“ THAT :

• (a) the authorised share capital of the Company be and is hereby increased from HK$10,000,000 divided into 5,000,000,000 shares of HK$0.002 each (“Share(s)”) in the share capital of the Company to HK$20,000,000 divided into 10,000,000,000 Shares by the creation of an additional 5,000,000,000 new Shares (the “Increase in Authorised Share Capital”); and

• (b) any one or more of the directors (the “Directors”) of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Increase in Authorised Share Capital.”

1. to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:

   • (i) to re-elect Mr. Ho King Fung, Eric as non-executive Director;

   • (ii) to re-elect Ms. Monica Maria Nunes as independent non-executive Director; and

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• (iii) to authorise the board of Directors (the “Board”) to fix the remuneration of all Directors who are re-elected at the SGM.

Yours faithfully, 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, 29 October 2013

Registered office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business:

Unit 3912, 39th Floor, Tower Two 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 and Mr. Ho King Fung, Eric as non-executive Directors; and (iii) Ms. Monica Maria Nunes, Mr. Wang Ronghua and Mr. Hua Fengmao 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 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 Company’s Hong Kong branch share registrar, 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.

• For identification purpose only

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