Joy Spreader Group Inc. — Proxy Solicitation & Information Statement 2019

Mar 28, 2019

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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)

PROXY FORM

Form of proxy for use at the annual general meeting (and at any adjournment thereof) to be held on 17 May 2019

I/We (Note 1)

of (address)

being the registered holder(s) of (Note 2) shares of HK$0.002 each in the capital of AGTech Holdings Limited

(the ‘‘Company’’), HEREBY APPOINT (Note 3)

of (address)

or failing him the Chairman of the Meeting as my/our proxy/proxies to attend and vote for me/us and on my/our behalf at the Annual General Meeting (or at any adjournment thereof) of the Company to be held at 11:00 a.m. on Friday, 17 May 2019 at Units 2302–2305, 23/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, to consider and, if thought fit, pass with or without modifications the resolutions set out in the notice convening the said Annual General Meeting (the ‘‘Notice’’) and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as indicated below, and, if no such indication is given, as my/our proxy thinks fit:

ORDINARY RESOLUTIONS

FOR (Note 4) AGAINST (Note 4)

1. To receive and adopt the audited financial statements and the reports of the directors (the ‘‘Directors’’) and auditors of the Company for the year ended 31 December 2018.

2. i. To re-elect Ms. Hu Taoye as executive Director.

   • ii. To re-elect Mr. Li Faguang as non-executive Director.

   • iii. To re-elect Mr. Zou Liang as non-executive Director.

   • iv. To re-elect Mr. Feng Qing as independent non-executive Director.

   • v. To re-elect Dr. Gao Jack Qunyao as independent non-executive Director; and

• vi. To authorise the board of Directors (the ‘‘Board’’) to fix the remuneration of all Directors who are re-elected at the Annual General Meeting.

• 1. To re-appoint PricewaterhouseCoopers as the auditors of the Company and its subsidiaries for the ensuing year and authorise the Board to fix their remuneration.

1. i. To grant a general mandate to the Directors to allot, issue and deal with the Company’s shares, on terms as referred to in ordinary resolution no. 4(i) in the Notice.

   • ii. To grant a general mandate to the Directors to buy back the Company’s shares, on terms as referred to in ordinary resolution no. 4(ii) in the Notice.

   • iii. To approve the extension of the general mandate to be granted to the Directors to allot the Company’s shares, on terms as referred to in ordinary resolution no. 4(iii) in the Notice.

Dated

Signature (Note 5)

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. The proxy need not be a member of the Company, but must attend the meeting in person to represent you. Please note that according to the bye-laws of the Company, a member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote at a general meeting of the Company.

4. AGAINSTIMPORTANT:THEIFRESOLUTION,YOU WISH TOPLEASEVOTETICKFOR (THE‘‘✓’’)RESOLUTION,THE APPROPRIATEPLEASEBOXTICKMARKED(‘‘✓’’) ‘‘THEAGAINSTAPPROPRIATE’’. Failure toBOXcompleteMARKEDany or‘‘allFORthe’’boxes. IF YOUwill entitleWISH yourTO VOTEproxy to cast your vote(s) at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Annual General Meeting other than those referred to in the Notice convening such meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

6. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of joint holding.

7. CompanyThis form’sofbranchproxyshareand theregistrarpowerinofHongattorneyKong,or otherTricorauthority,Abacus Limited,if any, underat Levelwhich22,itHopewellis signed Centre,or a certified183 Queencopy’sofRoadsuchEast,powerHongof attorneyKong notor lessauthoritythan 48musthoursbe depositedbefore theattimethe appointed for holding the Annual General Meeting or any adjourned meeting thereof, and in default the form of proxy shall not be treated as valid.

8. The completion and return of the form of proxy shall not preclude you from attending and voting in person at the Annual General Meeting (or any adjourned meeting thereof) should you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

Youryour votingsupplyinstructionsof your andforyourtheproxymeeting’s (orofproxiesthe Company’) name(s)(theand‘‘Purposesaddress(es)’’). Suchis oninformationa voluntarywillbasisbefortransferredthe purposeto theof Companyprocessing’s yourbranchrequestshare forregistrarthe appointmentin Hong Kong,of a Tricorproxy (orAbacusproxies)Limitedand and/orlaw to requestother companiesthe informationor bodiesor whichare otherwiseprovide(s)relevantadministrative,for the Purposescomputerandorneedothertoservicesreceive theto theinformation.Company forYouruseandin connectionyour proxy’withs (ortheproxiesPurposes’) name(s)and toandsuchaddress(es)parties whowillarebeauthorisedretained forby such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data Matheson(Privacy) OrdinanceStreet, Causeway(ChapterBay,486Hongof theKonglaws(markedof HongforKong)the attentionand anyof suchthe Companyrequest shouldSecretary)be inorwritingTricor Abacusby mailLimitedto the Companyat Level 22,at HopewellUnit 3912,Centre,39[th] Floor,183 QueenTower’s RoadTwo, East,TimesHongSquare,Kong1 (marked for the attention of the Privacy Compliance Officer).

• For identification purpose only