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

May 25, 2016

Hong Kong Exchanges and Clearing Limited and the Stock Exchange 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.

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

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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 (the “ SGM ”) of AGTech Holdings Limited (the “ Company ”) will be held at 11 a.m. on Friday, 10 June 2016 at 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

1. “ THAT , subject to and conditional on the passing of ordinary resolutions nos. 2 and 3:

   • (a) the entering into of the conditional subscription agreement (the “ Subscription Agreement ”, a copy of which is tabled at the meeting and marked “A” and initialed by the chairman of the meeting for the purpose of identification) entered into among Ali Fortune Investment Holding Limited (the “ Subscriber ”), the Company, Mr. Sun Ho and Maxprofit Global Inc dated 4 March 2016 in relation to the subscription by the Subscriber of (i) an aggregate of 4,817,399,245 shares in the Company of HK$0.002 each (the “ Subscription Shares ”) at the subscription price of HK$0.3478 per Subscription Share and (ii) convertible bonds (the “ Convertible Bonds ”) to be issued by the Company in the aggregate principal amount of HK$712,582,483, which entitle the bondholders to subscribe for up to 2,048,918,721 shares in the Company of HK$0.002 each at the initial conversion price of HK$0.3478 per Share (subject to adjustment in accordance with the Subscription Agreement) and the transactions contemplated thereunder be and are hereby confirmed, approved and ratified;

• For identification purposes only

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• (b) conditional upon the listing committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in the Subscription Shares and the new shares of the Company to be issued upon conversion of the Convertible Bonds (the “ Conversion Shares ”), a mandate be and is hereby granted to the directors (the “ Directors ”) of the Company (or a duly authorised committee thereof) to allot and issue the Subscription Shares and the Conversion Shares (the “ Specific Mandate ”) in accordance with the terms of the Subscription Agreement. The Specific Mandate is in addition to, and shall not prejudice nor revoke any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors by the shareholders of the Company prior to the passing of this resolution;

• (c) the directors of the Company (the “ Directors ”) (or a duly authorised committee thereof) be and are hereby authorised to do all such further acts and things and to sign and execute all such other or further documents and to take all such steps which, in the opinion of the Directors (or a duly authorised committee thereof), may be necessary, appropriate, desirable or expedient to implement and/or give effect to the terms of, or the transactions contemplated by, the Subscription Agreement and the issue of the Subscription Shares, the Convertible Bonds and the Conversion Shares and to agree to such variation, amendments or waiver of matters relating thereto as are, in the opinion of the Directors (or a duly authorised committee thereof), in the interests of the Company.”

1. “ THAT , subject to the passing of ordinary resolutions nos. 1 and 3 and the Executive Director (or any delegate of the Executive Director) of the Corporate Finance Division of the Securities and Futures Commission granting to the Subscriber and parties acting in concert with it the waiver (the “ Whitewash Waiver ”) pursuant to Note 1 to the Notes on dispensations from Rule 26 of the Hong Kong Code on Takeovers and Mergers from any obligation on the part of the Subscriber and parties acting in concert with it to make a mandatory general offer for all the securities of the Company not already owned or agreed to be acquired by the Subscriber and parties acting in concert with it which would otherwise arise as a result of (i) the Subscriber subscribing for the Subscription Shares and the Convertible Bonds under the Subscription Agreement; and (ii) the Subscriber obtaining the Conversion Shares be and is hereby approved, and that any one or more of the Directors be and is hereby authorised to do all such acts and things and execute all such documents as he/she considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to any of the matters relating to, or incidental to, the Whitewash Waiver.”

2. “ THAT , subject to the passing of resolutions numbered 1 and 2 above, the authorised share capital of the Company be increased from HK$20,000,000 divided into 10,000,000,000 shares of par value HK$0.002 each to HK$40,000,000 divided into 20,000,000,000 shares of par value HK$0.002 each by the creation of an additional 10,000,000,000 shares of par value HK$0.002 each (the “ Authorised Share Capital Increase ”) and the Directors be and are hereby authorised for and on behalf of the Company to execute all such documents and to do all such acts and things as they consider desirable, necessary or expedient in connection with and to give effect to the Authorised Share Capital Increase.”

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1. “ THAT , subject to and conditional on the passing of ordinary resolution no. 1, the appointment of Mr. Zhou Haijing to serve as an executive director of the Company with effect from the Completion Date (as defined in the circular of the Company dated 25 May 2016 (the “ Circular ”)) be and is hereby approved, and the board of Directors be and is hereby authorised to fix his remuneration.”

2. “ THAT , subject to and conditional on the passing of ordinary resolution no. 1, the appointment of Mr. Zhang Qin to serve as a non-executive director of the Company with effect from the Completion Date (as defined in the Circular) be and is hereby approved, and the board of Directors be and is hereby authorised to fix his remuneration.”

3. “ THAT , subject to and conditional on the passing of ordinary resolution no. 1, the appointment of Mr. Yang Guang to serve as a non-executive director of the Company with effect from the Completion Date (as defined in the Circular) be and is hereby approved, and the board of Directors be and is hereby authorised to fix his remuneration.”

4. “ THAT , subject to and conditional on the passing of ordinary resolution no. 1, the appointment of Mr. Ji Gang to serve as a non-executive director of the Company with effect from the Completion Date (as defined in the Circular) be and is hereby approved, and the board of Directors be and is hereby authorised to fix his remuneration.”

5. “ THAT , subject to and conditional on the passing of ordinary resolution no. 1, the appointment of Mr. Zhang Wei to serve as a non-executive director of the Company with effect from the Completion Date (as defined in the Circular) be and is hereby approved, and the board of Directors be and is hereby authorised to fix his remuneration.”

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, 25 May 2016

Registered office: Head office and principal place of business: Clarendon House Unit 3912, 39th Floor, Tower Two 2 Church Street Times Square Hamilton HM 11 Causeway Bay Bermuda Hong Kong

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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/she 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.

As at the date of this notice, the Board comprises (i) Mr. Sun Ho, Mr. Bai Jinmin, Mr. Liang Yu and Mr. Cheng Guoming as executive Directors; (ii) Mr. Ho King Fung, Eric as non-executive Director; and (iii) Ms. Monica Maria Nunes, Mr. Feng Qing and Dr. Gao Jack Qunyao as independent non-executive Directors.

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