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

Oct 28, 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, 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 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.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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

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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)

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL, RE-ELECTION OF DIRECTORS AND NOTICE OF SPECIAL GENERAL MEETING

This circular, for which the directors of AGTech Holdings Limited (the “Company”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors of the Company, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular 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 circular misleading.

A notice convening the SGM (as defined herein) of the Company to be held at 10:00 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 is set out on pages 8 to 9 of this circular. Whether or not shareholders are able to attend the SGM, they are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit it with the Company’s Hong Kong branch share registrar, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM. Completion and return of the form of proxy will not preclude shareholders of the Company from attending and voting in person at the SGM (or any adjournment thereof) should they so desire.

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 and will be published on the website of the Company at http://www.agtech.com.

29 October 2013

* For identification purpose only

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (“GEM”) OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”)

GEM has been positioned as a market designed to accommodate companies to which a high investment risk may be attached than other companies listed on the Stock Exchange. 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 and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . .	3
Proposed Increase in Authorised Share Capital . . . . . .	. . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . .	4
Special General Meeting . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . .	4
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . .	5
APPENDIX – DETAILS OF DIRECTORS PROPOSED
TO BE RE-ELECTED AT THE SGM	. . . . . . . . . . . . . . . . . . . . .	6
NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . .	8

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DEFINITIONS

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

“Board” the board of Directors; “Bye-law(s)” the bye-law(s) of the Company as amended, supplemented or modified from time to time; “Company” AGTech Holdings Limited, a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on GEM;

“Director(s)” the director(s) of the Company; “GEM” the Growth Enterprise Market of the Stock Exchange; “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM; “Group” the Company and its subsidiaries;

“HK$” Hong Kong Dollars, the lawful currency of Hong Kong; “Hong Kong” the Hong Kong Special Administrative Region of the PRC;

“Increase in Authorised Share the increase in the authorised share capital of the Company Capital” from HK$10,000,000 (divided into 5,000,000,000 Shares) to HK$20,000,000 (divided into 10,000,000,000 Shares) by the creation of an additional 5,000,000,000 Shares;

“Latest Practicable Date”

25 October 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular;

“Macau”

the Macau Special Administrative Region of the PRC;

“Notice”

the notice convening the SGM;

“PRC”

the People’s Republic of China;

“SFO”

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

“SGM”

the special general meeting of the Company to be convened and held at 10:00 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;

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DEFINITIONS

“Share(s)”	ordinary share(s) of HK$0.002 each in the share capital of
	the Company;
“Share Option Scheme”	the share option scheme adopted by the Company on 18
	November 2004;
“Shareholder(s)”	holder(s) of the Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited; and
“%”	per cent.

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LETTER FROM THE BOARD

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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)

Executive Directors: Mr. Sun Ho (Chairman & CEO) Mr. Robert Geoffrey Ryan Mr. Bai Jinmin Mr. Liang Yu

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

Non-executive Directors: Ms. Yang Yang Mr. Ho King Fung, Eric

Independent non-executive Directors: Ms. Monica Maria Nunes Mr. Wang Ronghua Mr. Hua Fengmao

Head office and principal place of business: Unit 3912, 39th Floor, Tower Two Times Square Causeway Bay Hong Kong

29 October 2013

To the Shareholders

Dear Sir or Madam,

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL, RE-ELECTION OF DIRECTORS AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 25 October 2013 in relation to the proposed Increase in Authorised Share Capital. The purpose of this circular is to provide you with further information regarding resolutions to be proposed at the SGM, which upon approval, would enable the Company to, among other things:

• (a) increase its authorised share capital; and

• (b) re-elect certain newly appointed Directors in accordance with Bye-law.

* For identification purpose only

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LETTER FROM THE BOARD

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

The existing authorised share capital of the Company is HK$10,000,000 divided into 5,000,000,000 Shares. As at the Latest Practicable Date, 4,320,197,364 Shares were in issue.

In order to accommodate future issues of Shares which shall include but not limited to the grant of any share options from time to time to eligible participants of the Share Option Scheme, as well as to provide the Company with greater flexibility to raise funds by allotting and issuing Shares in the future as and when necessary, the Board proposes to increase the authorised share capital of the Company from HK$10,000,000 (divided into 5,000,000,000 Shares) to HK$20,000,000 (divided into 10,000,000,000 Shares) by the creation of an additional 5,000,000,000 Shares, which will rank pari passu with all existing Shares.

Other than the fact that the Company may grant share options to eligible participants of its aforesaid share option scheme from time to time, the Board has no present intention to issue any part of the increased authorised share capital of the Company, and further announcement(s) will be made by the Company if it proposes to issue any new Shares in the future.

The Increase in Authorised Share Capital is conditional upon the passing of an ordinary resolution by the Shareholders at the forthcoming SGM.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, none of the Shareholders has a material interest in the proposed Increase in Authorised Share Capital as at the Latest Practicable Date and as such, none of the Shareholders will be required to abstain from voting at the SGM in respect of the resolution relating to the Increase in Authorised Share Capital.

RE-ELECTION OF DIRECTORS

In accordance with Bye-law 86(2), Mr. Ho King Fung, Eric and Ms. Monica Maria Nunes, who were newly appointed by the Board as a non-executive Director and an independent non-executive Director with effect from 23 May 2013 and 20 June 2013 respectively, shall hold office only until the next following general meeting of the Company (namely, the SGM) and shall then be eligible for re-election at that meeting. Accordingly, Mr. Ho and Ms. Nunes, being eligible, shall offer themselves for re-election at the SGM.

Brief biographical details relating to Mr. Ho and Ms. Nunes are set out in the Appendix to this circular.

SPECIAL GENERAL MEETING

The following are the details of the SGM:

Date: 13 November 2013 Time: 10:00 a.m. Venue: Conference room of AGTech Holdings Limited, Unit 3912, 39th Floor, Tower Two, Times Square, Causeway Bay, Hong Kong

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LETTER FROM THE BOARD

The Notice is set out on pages 8 to 9 of this circular. A form of proxy for use at the SGM is enclosed. Whether or not you intend to attend the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and deposit it with the Company’s Hong Kong branch share registrar, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM. The return of a form of proxy will not preclude you from attending and voting in person at the SGM (or any adjournment thereof) should you so desire. The voting in respect of the proposed resolutions contained in the Notice will be conducted by way of a poll at the SGM as required under the GEM Listing Rules. An announcement on the poll vote results will be made by the Company after the SGM.

RECOMMENDATION

The Directors consider that the resolutions proposed in relation to the Increase in Authorised Share Capital and the re-election of the newly appointed Directors in this circular are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favour of all the resolutions to be proposed at the SGM.

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

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE SGM

APPENDIX

Details of the Directors who are required to retire at the SGM according to the Bye-laws and who, being eligible, offer themselves for re-election at the SGM are as follows:

Mr. Ho King Fung, Eric (“Mr. Ho”) – Non-executive Director

Aged 36, Mr. Ho has been appointed as a non-executive Director with effect from 23 May 2013. Graduated from the University of New South Wales, Australia with Bachelor of Commerce (Finance) and Bachelor of Laws degrees, Mr. Ho is a solicitor of Hong Kong and the chairman and executive director of Ample Hope Limited. In Macau, Mr. Ho is also the chairman of P&W Money Changer Limited and Jing Yang Company Limited, and an executive director of Mascargo (Macau) Company Limited. Mr. Ho joined JP Morgan in 2000 as an analyst and worked as a trainee solicitor at Linklaters between 2003 and 2005 and an associate solicitor between 2005 and 2006. Between 2007 and 2010, Mr. Ho worked at Deutsche Bank AG, Hong Kong Branch and his last position held was vice president and their head of Hong Kong and Macau Origination. He is a committee member of the Chinese People’s Political Consultative Conference of Beijing and the president of Macau Money Exchangers’ Association of Macao. Mr. Ho was also the award winner of the Chinese Economics Elite Award in 2009.

From April 2011 to April 2012, Mr. Ho was the non-executive director of United Energy Group Limited (stock code: 467). He has also been appointed as the independent non-executive director of China Flooring Holding Company Limited (stock code: 2083) since May 2011, and as the non-executive director of EPI (Holdings) Limited (stock code: 689) since April 2013 and was re-designated as non-executive chairman of EPI (Holdings) Limited on 30 July 2013. The shares of all the aforesaid three companies are listed on the Stock Exchange.

Save as disclosed above, Mr. Ho does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and its subsidiaries or other major appointments and professional qualifications.

Mr. Ho has entered into a service agreement with the Company for a term of two years. In accordance with Bye-law 86(2), Mr. Ho will hold office until the SGM and shall be eligible for re-election at that meeting. He shall then be subject to retirement by rotation and re-election at the Company’s general meetings pursuant to the Bye-laws. Mr. Ho will receive annual Director’s fee of HK$120,000 and has been granted a share option entitling him to subscribe for up to 42,575,844 Shares at an exercise price of HK$0.4890 each (subject to adjustment) pursuant to the Share Option Scheme, which is determined by the Board based on the recommendation from the remuneration committee of the Company with reference to his qualification, duties and responsibilities with the Company, the Company’s performance and the prevailing market conditions.

In accordance with the meaning of Part XV of the SFO, as at the Latest Practicable Date, Mr. Ho is deemed to be interested in an aggregate of 42,575,844 Shares (representing approximately 0.99% of the existing issued share capital of the Company) due to his interest in the aforesaid share option.

Save as disclosed above, there is no further information relating to Mr. Ho that is required to be disclosed pursuant to Rules 17.50(2) of the GEM Listing Rules and there is no other matter in relation to the appointment of Mr. Ho that needs to be brought to the attention of the Shareholders.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE SGM

APPENDIX

Ms. Monica Maria Nunes (“Ms. Nunes”) – Independent non-executive Director

Ms. Nunes has been appointed as an independent non-executive Director, and the chairperson of the audit committee, the nomination committee and the remuneration committee of the Company, with effect from 20 June 2013.

Aged 45, Ms. Nunes was first appointed as an executive director of Vodatel Networks Holdings Limited (“Vodatel”), the shares of which are listed on GEM (stock code: 8033), on 13th December 1999. She is the finance director and the Compliance Officer of Vodatel. She graduated from the University of Calgary, Canada with a bachelor degree in commerce. She has over twenty years of accounting and banking experience. She holds a Certified Management Accountant Designation of Certified Management Accountants of Alberta, Canada. She is an associate of the Chartered Institute of Management Accountants and is entitled to use the description Chartered Management Accountant. She is also entitled to hold and use the designation of Chartered Global Management Accountant.

Save as disclosed above, Ms. Nunes does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, or any other position with the Company and other members of the Group, or other major appointments and professional qualifications.

Other than her appointment as an independent non-executive Director, Ms. Nunes does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company (within the meaning of the GEM Listing Rules). The Company has received from Ms. Nunes a written confirmation of her independence pursuant to Rule 5.09 of the GEM Listing Rules.

Ms. Nunes is appointed by way of a service agreement with an initial term of two years and either party thereto may terminate such agreement by giving the other party not less than 1 month’s written notice. In accordance with Bye-law 86(2), Ms. Nunes will hold office until the SGM and shall be eligible for re-election at that meeting. She shall then be subject to retirement by rotation and re-election at the Company’s general meetings pursuant to the Bye-laws. Ms. Nunes shall receive a Director’s fee of HK$120,000 per annum and was granted on 20 June 2013 a share option entitling her to subscribe for up to 1,500,000 Shares at an exercise price of HK$0.4740 each (subject to adjustment) pursuant to the Share Option Scheme, and such remuneration package is determined based on the recommendation from the remuneration committee of the Company with reference to her duties and responsibilities with the Company and the prevailing market remuneration packages for independent non-executive directors of listed issuers in Hong Kong.

In accordance with the meaning of Part XV of the SFO, as at the Latest Practicable Date, Ms. Nunes is deemed to be interested in an aggregate of 1,500,000 Shares (representing approximately 0.03% of the existing issued share capital of the Company) due to her interest in the aforesaid share option.

Save as disclosed above, there is no further information relating to Ms. Nunes that is required to be disclosed pursuant to Rules 17.50(2) of the GEM Listing Rules and there is no other matter in relation to the appointment of Ms. Nunes that needs to be brought to the attention of the Shareholders.

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NOTICE OF SPECIAL GENERAL MEETING

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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 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.”

• 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

* For identification purpose only

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NOTICE OF SPECIAL GENERAL MEETING

• (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.

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