Joy Spreader Group Inc. — Proxy Solicitation & Information Statement 2014

Dec 7, 2014

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

This notice, for which the directors of 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 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 notice 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 notice misleading.

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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 11:00 a.m. on Tuesday, 23 December 2014 at the conference room of HLB Hodgson Impey Cheng Limited 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 resolutions of the Company as ordinary resolutions:

ORDINARY RESOLUTIONS

“ THAT :

• (1) (a) the agreement dated 17 November 2014 entered into between the Company, Silvercreek Technology Holdings Limited (being a wholly-owned subsidiary of the Company, as purchaser (the “Purchaser”)), Immense Wisdom Limited (“IWL”), King Achieve Limited (“KAL”) (with IWL and KAL together as vendors (the “Vendors”)) and Score Value Limited (“SVL”) in relation to the acquisition by the Purchaser of a 100% equity interest in SVL (the “Sale and Purchase Agreement”), and the transactions contemplated thereunder, be and are hereby confirmed, approved and ratified;

• For identification purpose only

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• (b) subject to and conditional upon the granting of the approval by the GEM Listing Committee (as defined in the circular of the Company dated 8 December 2014 (the “Circular”)) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) for the listing of and permission to deal in the Consideration Shares (as defined in the Circular), a copy of which, marked “A” and signed by the chairman of the meeting for identification purpose, has been tabled at the meeting) and the Bonus Option Shares (as defined in the Circular), the allotment and issue of the Consideration Shares and the grant of the Bonus Options (as defined in the Circular) by the Company to the Vendors be and are hereby approved, and the directors of the Company be and are hereby authorised to allot and issue the Consideration Shares and the Bonus Option Shares to the Vendors; and

• (c) 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 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 Sale and Purchase Agreement or documents contemplated thereunder, and to make and agree such variations to the Sale and Purchase Agreement or documents contemplated thereunder as he may deem necessary, desirable or appropriate and in the interests of the Company.

• (2) subject to and conditional upon the GEM Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in, the ordinary shares of the Company (the “Shares”) which may fall to be allotted and issued pursuant to the exercise of any options which may be granted under the new share option scheme of the Company (the “New Share Option Scheme”), the rules of which are contained in the document marked “B” produced to the meeting and for the purposes of identification signed by the chairman of the meeting, the New Share Option Scheme be and is hereby approved and adopted to be the share option scheme of the Company and that the directors of the Company be and are hereby authorised to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Share Option Scheme including but without limitation:

  • (a) to administer the New Share Option Scheme;

  • (b) to modify and/or amend the New Share Option Scheme from time to time provided that such modification and/or amendment is effected in accordance with the provisions of the New Share Option Scheme relating to modification and/or amendment and the requirements of the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange (as amended from time to time);

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• (c) at their absolute discretion to grant options to subscribe for Shares and to issue and allot from time to time such number of Shares in the capital of the Company as may be required to be issued pursuant to the exercise of the options which may fall to be granted under the New Share Option Scheme; and

• (d) to take all such steps as may be necessary, desirable or expedient to carry into effect the New Share Option Scheme from the close of business of the day on which this resolution is passed.”

By order of the board of directors of the Company AGTech Holdings Limited Sun Ho Chairman & CEO

The Hong Kong Special Administrative Region of the People’s Republic of China, 8 December 2014

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 of directors of the Company comprises (i) Mr. Sun Ho, Mr. Robert Geoffrey Ryan, Mr. Bai Jinmin and Mr. Liang Yu as executive directors of the Company; (ii) Mr. Ho King Fung, Eric as non-executive director of the Company; and (iii) Ms. Monica Maria Nunes, Mr. Wang Ronghua and Mr. Hua Fengmao as independent non-executive directors of the Company.

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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 Level 22, Hopewell Centre, 183 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.

This notice will remain on the “Latest Company Announcement” page of the Growth Enterprise Market website operated by the Stock Exchange at www.hkgem.com for at least seven days from the day of its posting and will be published on the website of the Company at www.agtech.com.

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