Joy Spreader Group Inc. — Proxy Solicitation & Information Statement 2016

Nov 10, 2016

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.

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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 CHANGE OF AUDITORS, PROPOSED AMENDMENTS TO THE BYE-LAWS AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening the SGM (as defined herein) of the Company to be held at 11:00 a.m. on Monday, 5 December 2016 at Units 2302 – 2305, 23/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong is set out on pages 7 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 Level 22, Hopewell Centre, 183 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 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.

11 November 2016

* 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 higher 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
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Change of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Proposed Amendments to the Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
**NOTICE **	OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

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DEFINITIONS

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

• “Announcement”

the announcement dated 8 November 2016 of the Company in relation to the proposed change of auditors of the Company and the proposed amendments to the Bye-laws;

• “Audit Committee”

the audit committee of the Company;

• “Board” the board of Directors;

• “Bye-laws”

the Bye-laws of the Company as amended, supplemented or otherwise 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;

• “Designated Stock Exchange”

a stock exchange which is an appointed stock exchange for the purposes of the Companies Act 1981 of Bermuda in respect of which the shares of the Company are listed or quoted and where such appointed stock exchange deems such listing or quotation to be the primary listing or quotation of the shares of the Company;

• “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;

• “HLB”

• HLB Hodgson Impey Cheng Limited;

• “Hong Kong”

the Hong Kong Special Administrative Region of the PRC;

• “Latest Practicable Date”

• 9 November 2016, 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;

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DEFINITIONS

“PRC”	the People’s Republic of China, and for the purpose of this
	circular, excluding Hong Kong, the Macau Special
	Administrative Region of the People’s Republic of China
	and Taiwan;
“PwC”	PricewaterhouseCoopers;
“SGM”	the special general meeting of the Company to be held at
	11:00 a.m. on Monday, 5 December 2016 at Units 2302 –
	2305, 23/F, Tower One, Times Square, 1 Matheson Street,
	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); and
“Stock Exchange”	The Stock Exchange of Hong Kong Limited.

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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. Zhou Haijing (Chief Financial Officer)

Non-executive Directors:

Mr. Zhang Qin Mr. Yang Guang Mr. Ji Gang Mr. Zhang Wei

Independent non-executive Directors: Ms. Monica Maria Nunes Mr. Feng Qing Dr. Gao Jack Qunyao

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

11 November 2016

To the Shareholders and, for information only, the holder of the convertible bonds of the Company

Dear Sir or Madam,

PROPOSED CHANGE OF AUDITORS, PROPOSED AMENDMENTS TO THE BYE-LAWS

AND

NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with details of (a) the proposed change of auditors of the Company; (b) the proposed amendments to the Bye-laws and (c) the Notice.

• For identification purpose only

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LETTER FROM THE BOARD

PROPOSED CHANGE OF AUDITORS

As disclosed in the Announcement, HLB has resigned as auditor of the Company with effect from 8 November 2016 as the Company and HLB could not reach a mutual agreement in respect of the audit fee for the financial year ending 31 December 2016.

The Board has resolved, with the recommendation from the Audit Committee, to propose the appointment of PwC as the new auditor of the Company to fill the vacancy following the resignation of HLB, subject to the approval by the Shareholders at the SGM.

The Company has received a confirmation from HLB that there is no matter which HLB needs to bring to the attention of the Shareholders in relation to its resignation as auditor of the Company. The Board and the Audit Committee have also confirmed that there is no disagreement or unresolved matter between HLB and the Company, and there is no other matter in respect of the proposed change of auditors that needs to be brought to the attention of the Shareholders.

PROPOSED AMENDMENTS TO THE BYE-LAWS

In order to incorporate certain house-keeping amendments (the “Proposed Amendments”), the Board proposes to seek approval from the Shareholders by way of special resolution at the SGM for the Proposed Amendments to the Bye-laws set out below:

• (i) By deleting the word “or” at the end of Bye-law 89(5) such that Bye-law 89(5) shall read as follows:

“is prohibited by law from being a Director;”

• (ii) By adding the word “or” at the end of Bye-law 89(6) such that Bye-law 89(6) shall read as follows:

“ceases to be a Director by virtue of any provision of the Statutes or is removed from office pursuant to these Bye-laws; or”

• (iii) By inserting the following as new paragraph (7) of Bye-Law 89:

“is removed from the office by notice in writing served on him signed by not less than ¾ in number (or if that is not a round number, the nearest lower round number) of the Directors (including himself) then in office.”

• (iv) By deleting Bye-law 122 in its entirety and substituting therefore the following:

• “122. Unless required otherwise by the rules governing the listing of the Company’s shares on the Designated Stock Exchange, a resolution in writing signed by a majority of the Directors or members of a committee of the Board (as the case may be) (or their respective alternates pursuant to Bye-law 94) for the time being entitled to receive notice of a meeting of the Board or committee of the Board (as the case may be) and who are entitled to vote on the resolution at the meeting of the Board or committee of the Board (as the case may be) shall be as

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LETTER FROM THE BOARD

valid and effectual as if a resolution had been passed at a meeting of the Board or the committee of the Board (as the case may be) duly convened and held provided that such number is sufficient to constitute a quorum and that a copy of such resolution has been given to all the Directors or members of a committee of the Board (as the case may be) (or their respective alternates pursuant to Bye-law 92) for the time being entitled to receive the notice of meeting in the same manner as notices of meetings are required to be given pursuant to these Bye-laws and further provided that no Director or member of a committee of the Board (as the case may be) (or his alternate) is aware of or has received any objection to the resolution from any Director or member of a committee of the Board (as the case may be) (or his alternate). Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors or members of a committee of the Board (as the case may be) (or their respective alternates) and for this purpose a facsimile signature of a Director or member of a committee of the Board (as the case may be) (or his alternate) shall be treated as valid.”

• (v) By deleting Bye-law 156(1) in its entirety and substituting therefore the following:

• “156(1) Subject to Section 88 of the Act, at the annual general meeting or at a subsequent special general meeting in each year, the Members shall appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the next annual general meeting of the Company. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.”

• (vi) By deleting Bye-law 159 in its entirety and substituting therefore the following:

• “159. If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his/its becoming incapable of acting by reason of illness, other disability or otherwise at a time when his/its services are required, the Directors shall have the power to appoint a new auditor to fill the vacancy and fix his/its remuneration. Any auditor so appointed shall hold office only until the next annual general meeting of the Company.”

Shareholders are advised that the Bye-laws are written in English only and there is no official Chinese translation. The Chinese translation of the Bye-laws is provided for reference only. In case of any discrepancy or inconsistency, the English version shall prevail.

The legal adviser of the Company as to Hong Kong laws has confirmed that the Proposed Amendments comply with the requirements of the GEM Listing Rules and the legal adviser of the Company as to Bermuda laws has confirmed that the Proposed Amendments do not contravene or violate the applicable laws of Bermuda. In addition, the Company confirms that there is nothing unusual about the Proposed Amendments for a company listed in Hong Kong.

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LETTER FROM THE BOARD

SPECIAL GENERAL MEETING

The following are the details of the SGM:

Date: 5 December 2016 Time: 11:00 a.m. Venue: Units 2302–2305, 23/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong

The Notice is set out on pages 7 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 Level 22, Hopewell Centre, 183 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 prescribed under the GEM Listing Rules. An announcement on the poll vote results will be made by the Company after the SGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules with regard to the Company. The Directors, 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.

RECOMMENDATION

The Directors consider that the resolutions proposed in relation to the change of auditors of the Company and the amendments to the Bye-laws 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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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 11 a.m. on Monday, 5 December 2016 at Units 2302–2305, 23/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong for the following purposes:

ORDINARY RESOLUTION

1. As ordinary business, to appoint PricewaterhouseCoopers as the auditor of the Company in place of the resigned auditor, HLB Hodgson Impey Cheng Limited, and to hold office until the conclusion of the next annual general meeting of the Company, and to authorise the board (the “Board”) of directors (the “Directors”) of the Company to fix the remuneration of the appointed auditor.

SPECIAL RESOLUTION

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

“ THAT the bye-laws of the Company be and are hereby amended in the following manner:

• (i) By deleting the word “or” at the end of Bye-law 89(5) such that Bye-law 89(5) shall read as follows:

“is prohibited by law from being a Director;”

• (ii) By adding the word “or” at the end of Bye-law 89(6) such that Bye-law 89(6) shall read as follows:

“ceases to be a Director by virtue of any provision of the Statutes or is removed from office pursuant to these Bye-laws; or”

• (iii) By inserting the following as new paragraph (7) of Bye-Law 89:

“is removed from the office by notice in writing served on him signed by not less than ¾ in number (or if that is not a round number, the nearest lower round number) of the Directors (including himself) then in office.”

• For identification purpose only

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NOTICE OF SPECIAL GENERAL MEETING

• (iv) By deleting Bye-law 122 in its entirety and substituting therefore the following:

• “122. Unless required otherwise by the rules governing the listing of the Company’s shares on the Designated Stock Exchange, a resolution in writing signed by a majority of the Directors or members of a committee of the Board (as the case may be) (or their respective alternates pursuant to Bye-law 94) for the time being entitled to receive notice of a meeting of the Board or committee of the Board (as the case may be) and who are entitled to vote on the resolution at the meeting of the Board or committee of the Board (as the case may be) shall be as valid and effectual as if a resolution had been passed at a meeting of the Board or the committee of the Board (as the case may be) duly convened and held provided that such number is sufficient to constitute a quorum and that a copy of such resolution has been given to all the Directors or members of a committee of the Board (as the case may be) (or their respective alternates pursuant to Bye-law 92) for the time being entitled to receive the notice of meeting in the same manner as notices of meetings are required to be given pursuant to these Bye-laws and further provided that no Director or member of a committee of the Board (as the case may be) (or his alternate) is aware of or has received any objection to the resolution from any Director or member of a committee of the Board (as the case may be) (or his alternate). Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors or members of a committee of the Board (as the case may be) (or their respective alternates) and for this purpose a facsimile signature of a Director or member of a committee of the Board (as the case may be) (or his alternate) shall be treated as valid.”

• (v) By deleting Bye-law 156(1) in its entirety and substituting therefore the following:

• “156(1) Subject to Section 88 of the Act, at the annual general meeting or at a subsequent special general meeting in each year, the Members shall appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the next annual general meeting of the Company. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.”

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NOTICE OF SPECIAL GENERAL MEETING

• (vi) By deleting Bye-law 159 in its entirety and substituting therefore the following:

• “159. If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his/its becoming incapable of acting by reason of illness, other disability or otherwise at a time when his/its services are required, the Directors shall have the power to appoint a new auditor to fill the vacancy and fix his/its remuneration. Any auditor so appointed shall hold office only until the next annual general meeting of the Company.”

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, 11 November 2016

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 and Mr. Zhou Haijing as executive Directors; (ii) Mr. Zhang Qin, Mr. Yang Guang, Mr. Ji Gang and Mr. Zhang Wei as non-executive Directors; and (iii) Ms. Monica Maria Nunes, Mr. Feng Qing and Dr. Gao Jack Qunyao 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 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.

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