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

Jan 6, 2014

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.

==> picture [101 x 32] intentionally omitted <==

AGTech Holdings Limited 亞博科技控股有限公司[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 8279)

REFRESHMENT OF THE SHARE OPTION SCHEME MANDATE LIMIT 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 Tuesday, 21 January 2014 at the conference room of the Company at Unit 3912, 39th Floor, Tower Two, Times Square, Causeway Bay, Hong Kong is set out on pages 7 to 8 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.

6 January 2014

* 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.

– i –

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Scheme Limit Refreshment	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Special General Meeting	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		7

– ii –

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;

“Eligible Participants”

any employee, non-executive and independent non-executive Directors and certain consultants, suppliers or customers of the Group who, in the sole discretion of the Board, have contributed or will contribute or can contribute to the Group;

“GEM”

the Growth Enterprise Market of the Stock Exchange;

“GEM Listing Committee” the listing sub-committee of the board of directors of the Stock Exchange with responsibility for GEM;

“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;

“Latest Practicable Date”

3 January 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular;

“Notice” the notice convening the SGM;

“PRC” the People’s Republic of China;

• “Scheme Limit Refreshment”

the refreshment of the Scheme Mandate Limit;

– 1 –

DEFINITIONS

• “Scheme Mandate Limit”

the total number of Shares (being 384,395,337 Shares) which may be issued upon the exercise of all options granted under the Share Option Scheme, being 10% of the Shares in issue as at 7 May 2012 (being the date on which the annual general meeting of the Company was held for the purpose of, among other things, approving the refreshment of such 10% limit on the grant of options under the Share Option Scheme);

• “SGM” the special general meeting of the Company to be held at 10:00 a.m. on Tuesday, 21 January 2014 at the conference room of the Company at Unit 3912, 39th Floor, Tower Two, Times Square, Causeway Bay, Hong Kong;

• “Share(s)” ordinary share(s) of HK$0.002 each in the share capital of the Company;

• “Shareholder(s)” holder(s) of the Share(s);

• “Share Option Scheme” the share option scheme adopted by the Company on 18 November 2004;

• “Stock Exchange” The Stock Exchange of Hong Kong Limited; and “%” per cent.

– 2 –

LETTER FROM THE BOARD

==> picture [101 x 32] intentionally omitted <==

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) 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

6 January 2014

To the Shareholders

Dear Sir or Madam,

REFRESHMENT OF THE SHARE OPTION SCHEME MANDATE LIMIT AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding a resolution to be proposed at the SGM to be held at 10:00 a.m. on Tuesday, 21 January 2014 at the conference room of the Company at Unit 3912, 39th Floor, Tower Two, Times Square, Causeway Bay, Hong Kong, which upon approval, would enable the Company to refresh the Scheme Mandate Limit.

* For identification purpose only

– 3 –

LETTER FROM THE BOARD

SCHEME LIMIT REFRESHMENT

The purpose of the Share Option Scheme is to provide incentives or rewards to Eligible Participants thereunder for their contributions and/or future contributions to the Group and/or to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group.

Under the Share Option Scheme, the total number of Shares which may be issued upon exercise of all options granted under the Share Option Scheme of the Company (excluding, for the purpose of calculating the Scheme Mandate Limit, options lapsed (if any) in accordance with the terms of the Share Option Scheme of the Company) shall not exceed the Scheme Mandate Limit. The Company may seek approval of the Shareholders in general meeting for refreshing the Scheme Mandate Limit provided that the total number of Shares in respect of which options may be granted under the Share Option Scheme of the Company under the Scheme Mandate Limit as refreshed shall not exceed 10% of the total number of Shares in issue as at the date of the approval of the Shareholders on the refreshment of the Scheme Mandate Limit. Options previously granted under the Share Option Scheme of the Company (including those outstanding, exercised, cancelled or lapsed in accordance with the terms of the Share Option Scheme of the Company) will not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed. The maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme of the Company should not exceed 30% of the total number of Shares in issue from time to time.

As at the Latest Practicable Date, particulars of the options granted under the Share Option Scheme are set forth below:

For options outstanding: For options cancelled: For options lapsed: For options exercised: For options granted (including outstanding, cancelled, lapsed or exercised):	Number of Shares in respect of the options granted under the Share Option Scheme since the adoption of Share Option Scheme (including the Fourth Refreshment approved on 7 May 2012) 453,329,926 178,400,000 490,395,875 291,848,125 1,413,973,926	Number of Shares in respect of the options granted under the Share Option Scheme under the Fourth Refreshment approved on 7 May 2012 347,344,176 – 4,500,000 22,484,750
		374,328,926

– 4 –

LETTER FROM THE BOARD

Since the adoption of the Share Option Scheme on 18 November 2004, the 10% limit on the grant of share options under the Share Option Scheme has been refreshed four times at the special general meeting of the Company held on 27 February 2007, and the annual general meetings of the Company held on 22 October 2007, 2 November 2009 and 7 May 2012 (the “ Fourth Refreshment ”). Of the aforesaid options in respect of the 1,413,973,926 Shares already granted (including outstanding, cancelled, lapsed or exercised) under the Share Option Scheme, options in respect of 1,039,645,000 Shares were granted before the Fourth Refreshment; whereas options in respect of 374,328,926 Shares were granted after the Fourth Refreshment.

The current Scheme Mandate Limit is 384,395,337 Shares. Unless the current Scheme Mandate Limit is refreshed, only up to an additional 14,566,411 Shares (after adding back, for the purpose of calculating the Scheme Mandate Limit, the options in respect of 4,500,000 Shares granted under the Fourth Refreshment which have been lapsed) may be issued pursuant to the grant of further options under the Share Option Scheme. The refreshment of the Scheme Mandate Limit to be proposed at the forthcoming SGM will increase the flexibility of the Company in achieving the purpose of the Share Option Scheme as mentioned in the first paragraph above in this section.

As at the Latest Practicable Date, there were 4,348,823,864 Shares in issue. For illustrative purpose only, assuming that no further Shares will be issued or repurchased prior to the SGM, the maximum number of Shares issuable under any options that can be granted by the Company under the Scheme Mandate Limit to be refreshed at the SGM would be 434,882,386 Shares, representing 10% of the Shares in issue as at the date of the SGM.

As set out above, as at the Latest Practicable Date, options carrying the rights to subscribe for up to a total of 453,329,926 Shares (representing approximately 10.4% of the total number of issued Shares as at the Latest Practicable Date) were outstanding. Other than the outstanding share option carrying right to subscribe for up to 212,879,224 Shares (representing approximately 4.9% of the total number of issued Shares as at the Latest Practicable Date) granted under general mandate to Rainwood Resources Limited on 21 May 2013, there were no other options, warrants and similar rights to subscribe for or purchase equity securities of the Company.

The proposed Scheme Limit Refreshment is conditional upon:

• (i) the passing of an ordinary resolution by the Shareholders at the SGM to approve the Scheme Limit Refreshment; and

• (ii) the GEM Listing Committee granting the listing of, and permission to deal in, the Shares which may be issued upon the exercise of any option that may be granted under the Share Option Scheme of the Company under the Scheme Mandate Limit to be refreshed at the SGM.

An ordinary resolution will be proposed at the SGM to approve the proposed Scheme Limit Refreshment and is set out as an ordinary resolution numbered 1 in the Notice on pages 7 to 8 of this circular.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares which may be issued upon the exercise of any option that may be granted under the Share Option Scheme of the Company under the Scheme Mandate Limit to be refreshed at the SGM.

– 5 –

LETTER FROM THE BOARD

SPECIAL GENERAL MEETING

The following are the details of the SGM:

Date: 21 January 2014 Time: 10:00 a.m. Venue: Conference Room of AGTech Holdings Limited at Unit 3912, 39th Floor, Tower Two, Times Square, Causeway Bay, Hong Kong

The Notice is set out on pages 7 to 8 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 resolution contained in the Notice will be conducted by way of a poll at the SGM prescribed 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 resolution proposed in relation to the Scheme Limit Refreshment in this circular is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favour of such resolution to be proposed at the SGM.

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

Chairman & CEO

– 6 –

NOTICE OF SPECIAL GENERAL MEETING

==> picture [101 x 32] intentionally omitted <==

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 Tuesday, 21 January 2014 at the conference room of the Company at Unit 3912, 39th Floor, Tower Two, Times Square, Causeway Bay, Hong Kong for the following purposes:

ORDINARY RESOLUTION

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

“ THAT the existing scheme mandate limit in respect of the granting of options to subscribe for shares in the Company (“Shares”) under the share option scheme adopted by the Company on 18 November 2004 (the “Share Option Scheme”) of the Company be refreshed and renewed provided that the total number of Shares which may be allotted and issued upon exercise of the options to be granted under the Share Option Scheme of the Company (excluding options previously granted, outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme of the Company) (where such options hereinafter collectively referred to as “Options”) shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution (the “Refreshed Limit”) and subject to The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting the listing of and permission to deal in the Shares to be issued pursuant to the exercise of the Options to be granted under the Refreshed Limit and in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange, the Directors be and are hereby authorised, at their absolute discretion, to grant Options and to allot and issue Shares pursuant to the exercise of any Options up to the Refreshed Limit.”

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

Chairman

The Hong Kong Special Administrative Region of the People’s Republic of China, 6 January 2014

* For identification purpose only

– 7 –

NOTICE OF SPECIAL GENERAL MEETING

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 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 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.

– 8 –