THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered licensed 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, together with the enclosed form of proxy, to the purchaser or transferee, or to the bank, stockbroker, licenced securities dealer or other agent through whom the sale or transfer was effected, for transmission to the purchaser or 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.

AGTech

www.agtech.com

AGTech Holdings Limited

亞博科技控股有限公司*

(incorporated in Bermuda with limited liability)

(Stock Code: 8279)

CONTINUING CONNECTED TRANSACTIONS - DEPOSIT SERVICES FRAMEWORK AGREEMENT AND NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

ALTUS CAPITAL LIMITED

A letter from the Board is set out on pages 4 to 14 of this circular.

A letter from the Independent Board Committee containing its advice to the Independent Shareholders is set out on pages IBC-1 to IBC-2 of this circular.

A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages IFA-1 to IFA-12 of this circular.

A notice convening the SGM to be held at 11:00, a.m. on Thursday, February 13, 2025 at 9/F, Henley Building, 5 Queen's Road Central, Central, Hong Kong is set out on pages SGM-1 to SGM-2 of this circular. Whether or not the 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 Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the SGM (or any adjournment thereof) should they so desire.

This circular will remain on the "Latest Listed Company Information" page of the HKEXnews website operated by the Stock Exchange at www.hkexnews.hk for at least seven days from the date of its posting and will be published on the website of the Company at www.agtech.com.

January 17, 2025

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the 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.

Given that the companies listed on GEM are generally small and mid-sized companies, 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.

CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 4
LETTER FROM THE INDEPENDENT BOARD COMMITTEE ... IBC-1
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER ... IFA-1
APPENDIX – GENERAL INFORMATION ... A-1
NOTICE OF SGM. ... SGM-1

DEFINITIONS

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

“Ali Fortune”
Ali Fortune Investment Holding Limited, a company incorporated under the laws of the British Virgin Islands and the controlling shareholder of the Company

“Alibaba Group”
Alibaba Holding and its subsidiaries from time to time

“Alibaba Holding”
Alibaba Group Holding Limited, a company incorporated in the Cayman Islands, with its American depository shares, each representing eight ordinary shares, listed on the New York Stock Exchange (Stock Symbol: BABA) and its ordinary shares listed on the Main Board of the Stock Exchange (Stock Codes: 9988 (HKD Counter) and 89988 (RMB Counter))

“Annual Interest Income Cap(s)”
the maximum amount(s) of annual interest income receivable under the Deposit Services Framework Agreement during the tenure of such agreement

“Ant Bank (Macao)”
Ant Bank (Macao) Limited (螞蟻銀行(澳門)股份有限公司), a company incorporated under the laws of Macau with limited liability which, as at the Latest Practicable Date, is held as to approximately 51.5% by an indirect wholly-owned subsidiary of the Company and as to approximately 48.5% by two indirect wholly-owned subsidiaries of Ant Holdco

“Ant Holdco”
Ant Group Co., Ltd. (螞蟻科技集團股份有限公司), a company organized under the laws of the PRC

“Ant Group”
Ant Holdco and its subsidiaries from time to time

“associate(s)”, “close associate(s)”, “connected person(s)”, “controlling shareholder”, “percentage ratio(s)”, and “subsidiary(ies)”
each has the meaning ascribed to it under the GEM Listing Rules

“Board”
the board of Directors

“Company”
AGTech Holdings Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the GEM of the Stock Exchange (Stock Code: 8279)

DEFINITIONS

"Deposit Cap(s)"
the maximum daily outstanding balance of deposits (including interest) from the Deposit Services placed by the Group with Ant Bank (Macao) pursuant to the Deposit Services Framework Agreement

"Deposit Services"
the deposit services (including but not limited to demand deposits, time deposits and agreement deposits) to be provided by Ant Bank (Macao) to the Group under the Deposit Services Framework Agreement

"Deposit Services Framework Agreement"
the framework agreement dated December 24, 2024 entered into between the Company and Ant Bank (Macao) in relation to the provision of the Deposit Services

"Director(s)"
the director(s) of the Company

"Effective Date"
the effective date of the Deposit Services Framework Agreement, being (i) December 24, 2024, or (ii) the date on which the Company having fulfilled all the necessary approval requirements in relation to the Transactions (including approval of the Shareholders), whichever is the later

"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited

"Group"
the Company and its subsidiaries from time to time

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"Independent Board Committee"
the independent committee of the Board, comprising all the independent non-executive Directors, namely, Mr. Chow Siu Lui, Mr. Chan Ka Leong and Ms. Yuen Kit Ming Fanny, established to advise the Independent Shareholders in respect of the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps)

"Independent Financial Adviser"
Altus Capital Limited, a corporation licensed to carry out Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO, being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps)

DEFINITIONS

"Independent Shareholder(s)"
Shareholder(s), other than Ali Fortune, Mr. Sun Ho and the trustees of the Share Award Scheme and their associates who have a material interest or is deemed or may be perceived to have a material interest in the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps) and shall be required to abstain from voting on the relevant resolution(s) to be proposed at the SGM for approving the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps)

"Latest Practicable Date"
January 14, 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

"Macau"
the Macau Special Administrative Region of the PRC

"PRC"
the People's Republic of China which, for the purpose of this circular, refers to Chinese Mainland only

"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"SGM"
the special general meeting of the Company to be convened for the Independent Shareholders to consider, and if thought fit, approve the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps)

"Share(s)"
ordinary share(s) of HK$0.002 each in the share capital of the Company

"Share Award Scheme"
the share award scheme of the Company adopted on March 17, 2017

"Shareholder(s)"
holder(s) of the Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Transactions"
the transactions contemplated under the Deposit Services Framework Agreement

"%
per cent

LETTER FROM THE BOARD

AGTech

www.agtech.com

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)

Ms. Hu Taoye (Chief Financial Officer)

Non-executive Directors:

Ms. Qin Yuehong

Mr. Ji Gang

Independent non-executive Directors:

Mr. Chow Siu Lui

Mr. Chan Ka Leong

Ms. Yuen Kit Ming Fanny

Registered office:

Clarendon House

2 Church Street

Hamilton HM11

Bermuda

Head office and principal place of business:

Unit 3912, 39th Floor, Tower Two

Times Square

Causeway Bay

Hong Kong

January 17, 2025

To the Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS - DEPOSIT SERVICES FRAMEWORK AGREEMENT

INTRODUCTION

Reference is made to the announcement of the Company dated December 24, 2024 in relation to the Deposit Services Framework Agreement entered into between the Company and Ant Bank (Macao), pursuant to which the Group may place and maintain deposits with Ant Bank (Macao) from time to time for a term commencing on the Effective Date and ending on March 31, 2027.

For identification purpose only

LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things, (i) details of the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps); (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps); (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in the aforesaid regard; (iv) a notice convening the SGM; and (v) other information concerning the Company as required under the GEM Listing Rules.

DEPOSIT SERVICES FRAMEWORK AGREEMENT

On December 24, 2024, the Company entered into the Deposit Services Framework Agreement with Ant Bank (Macao), pursuant to which the Group may place and maintain deposits with Ant Bank (Macao) from time to time for a term commencing on the Effective Date and ending on March 31, 2027.

The Group utilizes the Deposit Services of Ant Bank (Macao) on a voluntary and non-exclusive basis and is not obliged to engage Ant Bank (Macao) for any particular services, or at all under the Deposit Services Framework Agreement. Ant Bank (Macao) is merely one of a number of financial institutions which provides Deposit Services to the Group. The Group may engage deposit services from other financial institutions in addition to and other than those provided by Ant Bank (Macao) pursuant to the Deposit Services Framework Agreement.

The major terms of the Deposit Services Framework Agreement are set out as follows:

Date

December 24, 2024

Parties

the Company; and
Ant Bank (Macao).

Term

The Deposit Services Framework Agreement shall commence on the Effective Date and end on March 31, 2027.

If Ant Bank (Macao) fails to satisfy the condition of maintaining a capital adequacy ratio of at least 12% at any time, the Deposit Services Framework Agreement will be suspended immediately until Ant Bank (Macao) satisfies the aforesaid condition again, and the Group shall be allowed to immediately withdraw any deposits placed with Ant Bank (Macao) under such agreement.

LETTER FROM THE BOARD

Deposit Services

Ant Bank (Macao) agreed to provide the Group with various types of deposit services, including but not limited to demand deposits, time deposits and agreement deposits. The Group is free to place and withdraw deposits with and from Ant Bank (Macao) based on the Group’s business needs. The specific terms of deposits shall be subject to the provisions of specific implementation agreements to be entered into by both parties.

Interests and pricing policy

The deposit interest rates to be offered by Ant Bank (Macao) to the Group shall be determined with reference to the prevailing market interest rates for the same or similar deposit services offered by Ant Bank (Macao) to independent third parties, the type of currency, the term of deposits, the amount of the deposits and the then prevailing market interest rates. The members of the Group will enjoy the same deposits interest rates under the same conditions.

Pursuant to the terms of the Deposit Services Framework Agreement, the deposit interest rates to be offered by Ant Bank (Macao) to the Group will be on normal commercial terms and no less favourable than the deposit interest rates offered by Ant Bank (Macao) to other independent third parties for similar type of deposit services.

With reference to the section headed “INTERNAL CONTROL MEASURES” in this circular, in the unlikely event that deposit interest rates offered by Ant Bank (Macao) are less favourable to the Group compared to the highest of those offered by other independent major commercial banks in accordance with the internal control measures, the Company will further negotiate with Ant Bank (Macao) with a view to obtaining better terms in accordance with the pricing principles of the Group. In addition, given this engagement with Ant Bank (Macao) is on a non-exclusive basis, the Company has the absolute liberty to engage other independent major commercial banks for the provision of deposit services if the Company is not satisfied with the deposit interest rates to be offered by Ant Bank (Macao).

HISTORICAL DEPOSIT AMOUNTS AND THE DEPOSIT CAPS

Historical deposit amounts

The Group has been placing deposits with Ant Bank (Macao) since October 2022. As the historical deposit cap for each of the financial year ended December 31, 2022, the 15 months ended March 31, 2024 and the eight months ended November 30, 2024 was below HK$3,000,000, the transactions relating to provision of deposit services by Ant Bank (Macao) to the Group in each of those periods constituted de minimis transactions of the Company which were fully exempt from shareholders’ approval, annual review and all disclosure requirements.

LETTER FROM THE BOARD

Set forth below are the historical deposit caps, maximum historical daily deposit amounts and the utilization of the historical deposit caps for the periods indicated:

	For the financial year ended December 31,		For the 15 months ended March 31, 2024	For the eight months ended November 30, 2024
	2021 HK$’000	2022 HK$’000
Historical deposit cap	–	3,000	3,000	3,000
Maximum historical daily deposit amount (including interest)	–	244	2,547	1,403
Historical utilization rates (approximate %)	–	8%	85%	47%

Deposit Caps

The proposed Deposit Caps are set out as follows:

	For the period from the Effective Date to March 31, 2025 HK$’000	For the financial year ending March 31, 2026 HK$’000	2027 HK$’000
Maximum daily deposit amount (including interests) to be placed by the Group with Ant Bank (Macao)	500,000	500,000	500,000

In setting the Deposit Caps, the Company has taken into account (i) the funding requirements and treasury policy of the Group. In particular, reference will be made to the risk control requirements of the Group pursuant to which the Group would analyze and evaluate the risks and necessity of placing deposits (and the relevant amounts) with financial institutions based on the Group’s actual business needs and would further assess the risks, the liquidity and the expected interest yield of and determine the maximum amount of deposits to be placed with a single financial institution; (ii) the amounts of deposits historically placed by the Group with other independent commercial banks (which excludes Ant Bank (Macao)) amounted to approximately HK$1,373,412,000 and HK$1,124,373,000 as at March 31, 2024 and September 30, 2024, respectively, and the Group’s cash and bank balances excluding Ant Bank (Macao)’s amounted to approximately HK$1,373,974,000 and HK$1,124,712,000 as at March 31, 2024 and September 30, 2024, respectively. Going forward, the Group anticipates to transfer substantial amount of such deposits from these independent commercial banks to Ant Bank (Macao), subject to, among others, the deposit interest rates to be offered by Ant Bank (Macao) and other internal control

LETTER FROM THE BOARD

measures adopted by the Group; and (iii) the expected scale of cooperation between the Group and Ant Bank (Macao) which is anticipated to be substantially increased going forward, given the fact that Ant Bank (Macao) has become an indirect non-wholly owned subsidiary of the Company and the financial statements of Ant Bank (Macao) have been consolidated into the financial statements of the Group since September 2024 as set forth in the announcement of the Company dated September 2, 2024.

The Board is of the view that the Deposit Caps are fair and reasonable and in the interest of the Company and its shareholders as a whole and it is justifiable to have a significant increase in the annual caps (when compared to the past) due to the following reasons:

(a) After the completion of the acquisition of Ant Bank (Macao) in September 2024, Ant Bank (Macao) has become an indirect non-wholly owned subsidiary of the Company. It is commercially feasible and efficient for the Company to place more of its bank deposits with its own subsidiary, as the financial statements of Ant Bank (Macao) will be consolidated into the financial statements of the Group, the Company will have control over the matters of Ant Bank (Macao) and such deposits could help to develop the business of Ant Bank (Macao);

(b) As mentioned in the section headed "REASONS FOR AND BENEFITS OF ENTERING INTO THE DEPOSIT SERVICES FRAMEWORK AGREEMENT" in this circular below, the Company controls Ant Bank (Macao) at both shareholders' and board of directors' levels, thereby ensuring both the security of the deposits placed with Ant Bank (Macao), and that the interest rates offered by it will not be less favourable than those offered by it to other independent third-party customers for deposits of similar nature and similar term. Accordingly, from both the perspectives of safeguarding the deposits as well as yielding same or higher interests, it is beneficial to the Company to place deposits with Ant Bank (Macao) as opposed to other independent commercial banks; and

(c) Despite the fact that the relevant historical deposit caps were at de minimis level, the historical daily deposit amount and the historical utilization rates were relatively low, the Board is of the view that these historical figures are not indicative of and should not be the sole factor to determine the future utilization. In particular, the majority of these historical figures are unable to reflect the substantial change in corporate structure since September 2024. Prior to September 2, 2024, the Company only held an indirect attributable equity interest of approximately $9.99\%$ in Ant Bank (Macao), while after such date, Ant Bank (Macao) became an indirect non-wholly owned subsidiary of the Company. It becomes plausible for the Company to divert more deposits that it used to place with other independent commercial banks to Ant Bank (Macao) to support the business of its own subsidiary. Also, the Company intends to deepen the cooperation with Ant Bank (Macao) subsequent to its attainment of a controlling stake (i.e. $51.5\%$) in Ant Bank (Macao).

LETTER FROM THE BOARD

INTERNAL CONTROL MEASURES

Before entering into any deposit transaction under the Deposit Services Framework Agreement, the Group's finance department will (a) check the deposit interest rates quoted by other independent major commercial banks in Macau and in Hong Kong; and (b) obtain quotes for rate comparison from at least two major independent commercial banks or financial institutions in Macau or in Hong Kong (if the funding is provided by subsidiaries of the Company in Hong Kong) in cooperation with the Group as measures to be taken by the Group for the selection of the most favourable terms. If the deposit interest rates offered by Ant Bank (Macao) are less favourable to the Group compared to the highest of those offered by other independent major commercial banks among the quotations obtained, the Company will further negotiate with Ant Bank (Macao) with a view to obtaining better terms in accordance with the pricing principles of the Group.

The Group has internal controls in place to monitor (a) the utilization of the Deposit Caps which require the submission of reports on the daily amounts of the deposits by the finance team to the Company's chief financial officer, and (b) the utilization of the Annual Interest Income Caps which require the submission of monthly deposit and interest reports (which also contain information on capital adequacy ratio of Ant Bank (Macao) at each month end) by the finance team to the Company's chief financial officer, the company secretary and the person in charge of internal control function. The company secretary shall promptly liaise with the finance team as and when any of the Deposit Caps or the Annual Interest Income Caps has been 70% utilized in order to agree and implement measures to control and avoid exceeding any of such caps.

The Deposit Services Framework Agreement includes a customary provision pursuant to which Ant Bank (Macao) shall, subject to applicable laws and regulations and prior written notice, generally allow the auditors of the Company to access to information necessary to report on the Transactions.

The parties to the Deposit Services Framework Agreement have also agreed that they must abide by the GEM Listing Rules when performing their obligations under the terms of the Deposit Services Framework Agreement, including but not limited to adhering to the amounts of the Deposit Caps and the Annual Interest Income Caps for the Transactions. If the accumulated amounts of the Transactions are about to exceed the Deposit Caps or the Annual Interest Income Caps which will result in the Group being unable to perform its contractual obligations stipulated under the terms of the Deposit Services Framework Agreement and/or any specific implementation agreement (as the case may be), the Group shall be allowed to temporarily suspend the performance of its contractual obligations stipulated in the Deposit Services Framework Agreement and/or any specific implementation agreement (as the case may be) until the Group complies with the GEM Listing Rules (including obtaining approval of the revised maximum daily deposit amount (including interests) or the revised maximum amount(s) of annual interest income receivable under the Deposit Services Framework Agreement), and such temporary suspension shall not constitute a breach of any provisions of the Deposit Services Framework Agreement and/or any specific implementation agreement (as the case may be) by the Group.

The parties to the Deposit Services Framework Agreement have also agreed to amend or update the relevant terms of the Deposit Services Framework Agreement and/or any specific implementation agreement (as the case may be) in response to any future amendments to the GEM Listing Rules in respect of connected transaction requirements.

LETTER FROM THE BOARD

As part of the overall monitoring of the Transactions, sample checks will be conducted by the Group’s internal audit department at least annually on, among other things, the interest rates, the terms of deposits and the utilization of the Deposit Caps and the Annual Interest Income Caps. In addition, the Transactions will be subject to annual review by the independent non-executive Directors and the auditors of the Company pursuant to Rules 20.53 and 20.54 of the GEM Listing Rules, including but not limited to reviewing the terms of the Transactions and the compliance with the Deposit Caps and the Annual Interest Income Caps, and the Company is required to report the findings of such annual review in its annual report in compliance with the GEM Listing Rules.

REASONS FOR AND BENEFITS OF ENTERING INTO THE DEPOSIT SERVICES FRAMEWORK AGREEMENT

The main reasons for the Company to enter into the Deposit Services Framework Agreement with Ant Bank (Macao) are as follows:

(i) the use of Ant Bank (Macao) as one of the Group’s available efficient cross-bank clearing platforms to manage the funds of the Group would provide it with more flexibility to transfer and utilize its funds;

(ii) since the interest rates on the Deposit Services offered will be equal to or more favourable, on a case by case basis, than those offered to the Group by independent third party(ies) in their quotations for providing services of similar nature and of similar term, this represents potentially increase in interest income to the Group;

(iii) Ant Bank (Macao) is regulated by Autoridade Monetária de Macau (the Monetary Authority of Macao), and it provides its services in accordance with and in satisfaction of the rules and operational requirements of this regulatory authority;

(iv) with the condition for suspension of the Deposit Services Framework Agreement in the event that the capital adequacy ratio of Ant Bank (Macao) falls below 12%, it reduces the risks which the Group may be exposed to in the event of default of Ant Bank (Macao) under the Deposit Services Framework Agreement; and

(v) the Company controls Ant Bank (Macao) at both shareholders’ and board of directors’ levels, thereby ensuring both the security of the deposits placed with Ant Bank (Macao), and that the interest rates offered by it will not be less favourable than those offered by it to other independent third-party customers for deposits of similar nature and similar term.

In view of the above, the Board (other than an executive Director and three non-executive Directors who have abstained from voting at the relevant Board meeting, and the independent non-executive Directors (before taking into consideration the opinion of the Independent Financial Adviser)) is of the view that the terms of the Deposit Services Framework Agreement are fair and reasonable, and the Transactions (including the Deposit Caps) are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

LETTER FROM THE BOARD

Taking into account the benefits of entering into the Transactions as disclosed above, and the internal control measures and pricing mechanism put in place by the Group to ensure that such transactions are to be conducted fairly and reasonably on terms commensurate with the prevailing market terms, the Board is not aware of any material disadvantages of entering into the Transactions.

GEM LISTING RULES IMPLICATIONS

As at the Latest Practicable Date, Ali Fortune, the controlling shareholder of the Company holding 6,502,723,993 Shares (representing approximately 55.7% of the issued share capital of the Company), is indirectly held as to 60% and 40% by Alibaba Holding and Ant Holdco respectively. Ant Holdco is indirectly held by Alibaba Holding as to approximately 33% of its equity interest. As at the Latest Practicable Date, Ant Bank (Macao) is held as to approximately 51.5% by an indirect wholly-owned subsidiary of the Company and as to approximately 48.5% by two indirect wholly-owned subsidiaries of Ant Holdco. Ant Bank (Macao), being a connected subsidiary of the Company, is therefore a connected person of the Company. The transactions contemplated under the Deposit Services Framework Agreement thus constitute continuing connected transactions of the Company under Chapter 20 of the GEM Listing Rules.

As one or more of the applicable percentage ratios with respect to the highest Deposit Cap under the Deposit Services Framework Agreement exceed 5%, the Transactions (including the Deposit Caps) are subject to the reporting, announcement, annual review, circular and independent shareholders' approval requirements under Chapter 20 of the GEM Listing Rules.

As (i) Mr. Tung Pen Hung (who has resigned as a non-executive Director with effect from January 10, 2025) and Ms. Qin Yuehong are employees of Alibaba Group; (ii) Mr. Sun Ho is a director and the chairman of the board of directors of Ant Bank (Macao); and (iii) Mr. Ji Gang is an employee of Ant Group and a director of Ant Bank (Macao), each of these Directors is deemed or may be perceived to have a material interest in the Deposit Services Framework Agreement. Accordingly, they abstained from voting on the resolution(s) passed by the Board to approve the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps). Other than the aforesaid Directors, no other Directors have a material interest in the Deposit Services Framework Agreement or are required to abstain from voting on the resolution(s) passed by the Board for approving the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps).

INFORMATION ABOUT THE PARTIES

The Company and the Group

The Company was incorporated in Bermuda and the Shares are listed on GEM of the Stock Exchange. As a banking and comprehensive digital financial technology group, the Group's core business covers banking services, electronic payment services, local consumer services, lottery business and payment-related hardware supply.

LETTER FROM THE BOARD

Ant Bank (Macao)

Ant Bank (Macao) is a company incorporated under the laws of Macau with limited liability. It is principally engaged in the provision of mobile payment services and financial banking services in Macau. As at the Latest Practicable Date, Ant Bank (Macao) is held as to approximately 51.5% by an indirect wholly-owned subsidiary of the Company and as to approximately 48.5% by two indirect wholly-owned subsidiaries of Ant Holdco.

Ant Holdco

As at the Latest Practicable Date, Hangzhou Junhan Equity Investment Partnership (Limited Partnership) (杭州君瀚股權投資合夥企業(有限合夥)) (“Junhan”) and Hangzhou Junao Equity Investment Partnership (Limited Partnership) (杭州君澳股權投資合夥企業(有限合夥)) (“Junao”) held approximately 31% and 22% of Ant Holdco’s total issued shares, respectively. Hangzhou Xingtao Enterprise Management Consultancy Co., Ltd. (杭州星滔企業管理咨詢有限公司) (“Xingtao”) was the executive partner and general partner of Junhan; Hangzhou Yunbo Investment Consultancy Co., Ltd. (杭州雲鉑投資咨詢有限公司) (“Yunbo”) was the executive partner and general partner of Junao; and each of Xingtao and Yunbo was held by five individuals as to 20% each. The remaining issued shares in Ant Holdco were held as to approximately 33% by Taobao (China) Software Co., Ltd.* (淘寶(中國)軟件有限公司), an indirect wholly-owned subsidiary of Alibaba Holding, and as to approximately 14% by other minority shareholders.

Alibaba Holding and Alibaba Group

Alibaba Holding is a company incorporated in the Cayman Islands, with its American depositary shares, each representing eight ordinary shares, listed on the New York Stock Exchange (Stock Symbol: BABA), and its ordinary shares listed on the Main Board of the Stock Exchange (Stock Codes: 9988 (HKD Counter) and 89988 (RMB Counter)).

Alibaba Group’s mission is to make it easy to do business anywhere. Alibaba Group aims to build the future infrastructure of commerce and envisions that its customers will meet, work and live at Alibaba, and that it aspires to be a good company that will last for 102 years.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee, comprising Mr. Chow Siu Lui, Mr. Chan Ka Leong and Ms. Yuen Kit Ming Fanny, being all the independent non-executive Directors, has been established to provide recommendation to the Independent Shareholders on the terms of the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps). Altus Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

LETTER FROM THE BOARD

THE SGM

The SGM will be convened and held at 11:00 a.m. on Thursday, February 13, 2025 at 9/F, Henley Building, 5 Queen's Road Central, Central, Hong Kong for the Shareholders to consider and, if thought fit, pass the resolution(s) to approve the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps). Any Shareholder with a material interest in the transactions contemplated under the Deposit Services Framework Agreement and his/her/its associates shall abstain from voting on the resolution(s) approving the same.

To the best knowledge, belief and information of the Directors, having made all reasonable enquiries, as at the Latest Practicable Date, (i) Ali Fortune is interested in 6,502,723,993 Shares (representing approximately 55.71% of the issued share capital of the Company); and (ii) Mr. Sun Ho is interested in 2,054,408,000 Shares (representing approximately 17.60% of the issued share capital of the Company). All of them and their associates, who were together interested in 8,557,131,993 Shares (representing approximately 73.31% of the issued share capital of the Company), shall abstain from voting on the resolution(s) in relation to the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps) to be proposed at the SGM.

Pursuant to Rule 23.05A of the GEM Listing Rules, the trustees holding unvested shares of a share scheme, whether directly or indirectly, shall abstain from voting on matters that require Shareholders' approval under the GEM Listing Rules, unless otherwise required by law to vote in accordance with the beneficial owner's direction and such a direction is given. The trustees of the Share Award Scheme, who were interested in 215,974,225 Shares (representing approximately 1.85% of the issued share capital of the Company) as at the Latest Practicable Date, will be required to abstain from voting on the resolution(s) to approve the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps) at the SGM.

Save for the aforesaid, to the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no other Shareholder has a material interest in the Deposit Services Framework Agreement and is required to abstain from voting on the resolution(s) to approve the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps) at the SGM.

The notice of SGM is set out on pages SGM-1 to SGM-2 of this circular. A form of proxy for the SGM is enclosed with this circular. 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 Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM (or any adjournment thereof). Completion and 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 resolution(s) contained in the notice of SGM will be conducted by way of a poll at the SGM prescribed under the GEM Listing Rules. An announcement on the poll results will be made by the Company after the SGM.

LETTER FROM THE BOARD

RECOMMENDATION

Your attention is drawn to the letter from the Independent Board Committee which contains the advice of the Independent Board Committee to the Independent Shareholders regarding the resolution(s) to approve the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps), and the letter of advice from the Independent Financial Adviser which contains its advice to the Independent Board Committee and the Independent Shareholders regarding the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps).

The Directors (including the independent non-executive Directors whose opinion has been set out in this circular after taking into consideration the advice of the Independent Financial Adviser) are of the view that the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps) are entered into in the ordinary and usual course of business of the Group, on normal commercial terms after arm's length negotiations between the parties, and the terms of the Deposit Services Framework Agreement together with the Deposit Caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Independent Shareholders to vote in favour of the resolution(s) relating thereto at the SGM.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendix to this circular and the notice of SGM.

Yours faithfully,

By Order of the Board

AGTech Holdings Limited

Sun Ho

Chairman & CEO

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of a letter of advice from the Independent Board Committee setting out its recommendation to the Independent Shareholders for the purpose of inclusion in this circular.

AGTech

www.agtech.com

AGTech Holdings Limited

亞博科技控股有限公司*

(incorporated in Bermuda with limited liability)

(Stock Code: 8279)

January 17, 2025

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS - DEPOSIT SERVICES FRAMEWORK AGREEMENT

We refer to the circular dated January 17, 2025 of the Company (the "Circular") of which this letter forms part.

Capitalised terms used in the Circular shall have the same meanings in this letter unless the context otherwise requires.

We have been appointed by the Board to form the Independent Board Committee to advise you in connection with the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps), details of which are set out in the letter from the Board in the Circular.

Altus Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Deposit Services Framework Agreement (including the Deposit Caps) are fair and reasonable and on normal commercial terms or better and whether the entering into of the Deposit Services Framework Agreement and the Transactions is in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

For identification purpose only

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

We wish to draw your attention to the letter from the Board, as set out on pages 4 to 14 of the Circular, and the letter of advice from the Independent Financial Adviser, as set out on pages IFA-1 to IFA-12 of the Circular. Having considered the terms of the Deposit Services Framework Agreement and the Deposit Caps and the advice given by the Independent Financial Adviser and the principal factors and reasons taken into consideration by it in arriving at its advice, we are of the opinion that the entering into of the Deposit Services Framework Agreement and the Transactions is in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole, and the terms of the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps) are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned.

Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution(s) to be proposed at the SGM to approve the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps).

Yours faithfully,
Independent Board Committee

Mr. Chow Siu Lui
Independent non-executive
Director

Mr. Chan Ka Leong
Independent non-executive
Director

Ms. Yuen Kit Ming Fanny
Independent non-executive
Director

IBC-2

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of a letter of advice from Altus Capital Limited to the Independent Board Committee and the Independent Shareholders in respect of the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps), which has been prepared for the purpose of incorporation in the Circular.

ALTUS.

Altus Capital Limited
21 Wing Wo Street
Central, Hong Kong

January 17, 2025

To the Independent Board Committee and the Independent Shareholders

AGTech Holdings Limited
Unit 3912, 39th Floor, Tower Two
Times Square
Causeway Bay
Hong Kong

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS – DEPOSIT SERVICES FRAMEWORK AGREEMENT

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps), details of the which are set out in the "Letter from the Board" contained in the circular dated January 17, 2025 (the "Circular"), of which this letter forms part. Terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

Reference is made to the announcement of the Company dated December 24, 2024. The Company entered into the Deposit Services Framework Agreement with Ant Bank (Macao), pursuant to which the Group may place and maintain deposits with Ant Bank (Macao) from time to time for a term commencing on the Effective Date and ending on March 31, 2027.

IFA-1

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

GEM LISTING RULES IMPLICATIONS

THE INDEPENDENT BOARD COMMITTEE

The Independent Board Committee comprising all the independent non-executive Directors, namely Mr. Chow Siu Lui, Mr. Chan Ka Leong and Ms. Yuen Kit Ming Fanny, has been established to advise the Independent Shareholders as to (i) whether the Deposit Services Framework Agreement and the Transactions are in the ordinary and usual course of business of the Group and are in the interests of the Company and the Shareholders as a whole; (ii) whether the terms of the Deposit Services Framework Agreement and the Transactions are on normal commercial terms and fair and reasonable; (iii) whether the Deposit Caps are fair and reasonable and are in the interests of the Company and the Shareholders as a whole; and (iv) how to vote in respect of the resolution to be proposed at the SGM.

THE INDEPENDENT FINANCIAL ADVISER

As the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, our role is to give an independent opinion to the Independent Board Committee and the Independent Shareholders as to (i) whether the Deposit Services Framework Agreement and the Transactions are in the ordinary and usual course of business of the Group and are in the interests of the Company and the Shareholders as a whole; (ii) whether the terms of the Deposit Services Framework Agreement and the Transactions are on normal commercial terms and fair and reasonable; (iii) whether the Deposit Caps are fair and reasonable and are in the interests of the Company and the Shareholders as a whole; and (iv) how the Independent Shareholders should vote in respect of the resolution to be proposed at the SGM.

IFA-2

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We acted as the independent financial adviser for the Company with regards to the discloseable and connected transaction in relation to the attainment of a controlling stake in Ant Bank (Macao) through acquisition of existing shares, and subscription for new shares, in Ant Bank (Macao), and disposal of a 30% equity interest in Star N Cloud, as well as possible continuing connected transactions in relation to the framework agreement, as detailed in the Company’s circular dated March 5, 2024. Save for the aforesaid transaction, we have not acted as an independent financial adviser or financial adviser for the Company’s other transactions in the last two years prior to the date of the Circular. Pursuant to Rule 17.96 of the GEM Listing Rules, and given that remuneration for our engagement to opine on the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps) is at market level and not conditional upon successful passing of the resolution to be proposed at the SGM, and that our engagement is on normal commercial terms, we are independent of the Company.

BASIS OF OUR ADVICE

In formulating our opinion, we have reviewed, amongst others, (i) the Deposit Services Framework Agreement; (ii) the second interim report of the Company for the 12 months ended December 31, 2023 (the “2023 Second Interim Report”); (iii) the annual report of the Company for the 15 months ended March 31, 2024 (the “2023/2024 Annual Report”); (iv) the interim report of the Company for the six months ended September 30, 2024 (the “2024 Interim Report”); and (v) other information as set out in the Circular.

We have also relied on the statements, information, opinions and representations contained or referred to in the Circular and/or provided to us by the Company, the Directors and the management of the Company (the “Management”). We have assumed that all the statements, information, opinions and representations contained or referred to in the Circular and/or provided to us were true, accurate and complete at the time they were made and will continue to be so up to the date of SGM. The Directors collectively and individually accept full responsibility, including particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regards to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in the Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other facts the omission of which would make any statement in the Circular misleading.

We have no reason to believe that any statements, information, opinions or representations relied on by us in forming our opinion is untrue, inaccurate or misleading, nor are we aware of any material facts the omission of which would render the statements, information, opinions or representations provided to us untrue, inaccurate or misleading.

We consider that we have been provided with, and have reviewed, sufficient information to reach an informed view and provide a reasonable basis for our opinion. We have not, however, conducted an independent investigation into the business, financial conditions and affairs or future prospects of the Group.

IFA-3

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background information of the Group, Ant Bank (Macao) and Ant Holdco

1.1. The Group

As a banking and comprehensive digital financial technology group, the Group’s core business covers banking services, electronic payment services, local consumer services, lottery business and payment-related hardware supply. According to the 2024 Interim Report, its operations are categorised into three main business segments:

(i) Electronic payment and related businesses, encompassing (a) payment card services and ancillary services; (b) e-wallet services; (c) acquiring services for merchants; (d) local consumer services; (e) sale and leasing of payment terminals and equipment primarily in Macau; and (f) other related services;

(ii) Banking business, encompassing (a) digital banking services for individuals and small and medium enterprises (including deposits, loans, transfers and cross-border remittances, cross-border e-commerce/supply chain financing, wealth management, etc.); (b) internet securities investment services; (c) insurance agency services in Macau; and (d) other related services; and

(iii) Lottery business, which includes the sale and leasing of lottery hardware (including provision of related after-sale services), provision of lottery distribution and ancillary services in Chinese Mainland, and other related services.

1.1.1. Historical cash and bank balances of the Group

Set out below is a table summarising the historical cash and bank balances of the Group as at December 31, 2023, March 31, 2024 and September 30, 2024 as extracted from the 2023 Second Interim Report, the 2023/2024 Annual Report and the 2024 Interim Report respectively.

Extract of consolidated statement of financial position

	As at December 31, 2023	As at March 31, 2024	As at September 30, 2024
HK$’000
Cash and bank balances	1,367,133	1,373,974	1,445,261
Net cash¹	268,200	375,900	208,900

¹ Net cash is defined as total cash and cash equivalents plus payment settlement receivables on a T+1 basis, less total debts, which include trade payables, accruals, other payables (excluding provision for warranty), contract liabilities, float balances due to cardholders, card deposits, deferred consideration payable, and lease liabilities.

IFA-4

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Over 75% of the Group’s cash and bank balances represent cash in hand, deposits held at call with bank and other short-term liquid investments with original maturities of three months or less.

The Group had maintained relatively stable cash and bank balances as at December 31, 2023, March 31, 2024 and September 30, 2024, consistently exceeding HK$1,000 million.

The Group had no bank borrowings as at December 31, 2023, March 31, 2024, and September 30, 2024.

1.2. Ant Bank (Macao)

1.3. Ant Holdco

As at the Latest Practicable Date, Hangzhou Junhan Equity Investment Partnership (Limited Partnership) (杭州君瀚股權投資合夥企業(有限合夥)) (“Junhan”) and Hangzhou Junao Equity Investment Partnership (Limited Partnership) (杭州君澳股權投資合夥企業(有限合夥)) (“Junao”) held approximately 31% and 22% of Ant Holdco’s total issued shares respectively. Hangzhou Xingtao Enterprise Management Consultancy Co., Ltd. (杭州星滔企業管理咨詢有限公司) (“Xingtao”) was the executive partner and general partner of Junhan; Hangzhou Yunbo Investment Consultancy Co., Ltd. (杭州雲鉑投資咨詢有限公司) (“Yunbo”) was the executive partner and general partner of Junao; and each of Xingtao and Yunbo was held by five individuals as to 20% each. The remaining issued shares in Ant Holdco were held as to approximately 33% by Taobao (China) Software Co., Ltd.* (淘寶(中國)軟件有限公司), an indirect wholly-owned subsidiary of Alibaba Holding, and as to approximately 14% by other minority shareholders.

IFA-5

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2. The Deposit Services Framework Agreement

2.1. Terms of the Deposit Services Framework Agreement

The principal terms of the Deposit Services Framework Agreement are summarised below. For details, please refer to section headed “Deposit Services Framework Agreement” in the “Letter from the Board” of the Circular.

Date: December 24, 2024

Parties:
1. the Company; and
2. Ant Bank (Macao).

Term: Commence on the Effective Date and end on March 31, 2027.

Deposit Services:

Interests and pricing policy:

IFA-6

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In assessing the fairness and reasonableness of the terms of the Deposit Services Framework Agreement, we have considered the followings:

(i) the Group has total flexibility and autonomy to decide whether and when to place or withdraw deposits with Ant Bank (Macao) based on its own business needs. For the avoidance of doubt, the Group utilises the Deposit Services on a voluntary and non-exclusive basis and it is not obliged to engage Ant Bank (Macao) for any particular services, or at all;

(ii) the interest rates for the deposit services provided by Ant Bank (Macao) to the Group will be determined with reference to the prevailing market interest rates for the same or similar deposit services offered by Ant Bank (Macao) to independent third parties;

(iii) as stated in the "Letter from the Board" of the Circular, Ant Bank (Macao) is merely one of a number of financial institutions which provide deposit services to the Group and the Group is free to engage with other financial institutions. When the Group utilises the Deposit Services, the Group's finance department will (a) check the deposit interest rates quoted by other independent major commercial banks in Macau and in Hong Kong; and (b) obtain quotes for rate comparison from at least two major independent commercial banks or financial institutions in Macau or in Hong Kong (if the funding is provided by subsidiaries of the Company in Hong Kong) in cooperation with the Group as measures to be taken by the Group for the selection of the most favourable terms; and

(iv) the Group will only enter into transactions in respect of the Deposit Services if the deposit interest rates offered by Ant Bank (Macao) are not lower than the highest of those offered by other independent major commercial banks among the quotations obtained by the Group as mentioned in item (iii) above.

We understand that the Group has established internal control mechanism to ensure the pricings and terms offered by Ant Bank (Macao) are fair, reasonable and no less favourable than those offered by other independent commercial banks or financial institutions in Macau or in Hong Kong (as applicable). As disclosed in the "Letter from the Board" of the Circular, we note that the Group has since October 2022 placed deposits in Ant Bank (Macao), in which the historical deposit cap was below HK$3,000,000 and therefore constituted de minimis transactions of the Company which were fully exempt from shareholders' approval, annual review and all disclosure requirements. In this regard, we have obtained and reviewed the full list of deposit transactions entered into between the Group and Ant Bank (Macao) since October 2022 and up till November 2024. We note that all historical deposits are current deposits in the currency of MOP. We have selected a total of 22 samples of deposit transactions for review (the "Deposit Samples"), which are selected based on (i) the five largest deposit transactions; and (ii) the five smallest deposit transactions, and excluding those deposit transactions with amount below MOP10,000, per year/period for the years of 2022 (from October 2022), 2023 and 2024 (up to November 2024). Since there were only two deposit transactions in 2022 in which the amount exceeded MOP10,000, we have selected all of them for review.

IFA-7

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We have compared the interest rates of the Deposit Samples with those offered by two other major independent commercial banks in Macau at the prevailing time for similar nature and type of Deposit Samples provided by the Company. We noted that in each case the interest rates offered by Ant Bank (Macao) to the Group were no less favorable than those offered by the two other major independent commercial banks in Macau.

In light of the above, we believe there exist procedures to ensure the Transactions will be conducted on normal commercial terms and with reference to the aforementioned pricing terms in future and accordingly, will be fair and reasonable.

Additionally, we have also considered the fact that the transactions contemplated under the Deposit Services Framework Agreement do not create any obligation on the part of the Group to utilise services of Ant Bank (Macao). Other than time deposits which have specified deposit terms, the Group may at any time withdraw the funds deposited with Ant Bank (Macao) without incurring any penalty. As such, the Group will have flexibility to opt for other service providers if their terms are more favourable than those offered by Ant Bank (Macao).

In light of the above, we consider that the terms of the Deposit Services Framework Agreement and the Transactions are on normal commercial terms and are fair and reasonable.

2.2. Internal control measures

We have obtained and reviewed the Group's internal control measures in relation to the Deposit Services Framework Agreement, and set out below our understanding from the Management of the relevant internal controls.

It is noted that prior to making a deposit with Ant Bank (Macao) under the Deposit Services Framework Agreement, the Group's finance department will (a) check the deposit interest rates quoted by other independent major commercial banks in Macau and in Hong Kong; and (b) obtain quotes for rate comparison from at least two major independent commercial banks or financial institutions in Macau or in Hong Kong (if the funding is provided by subsidiaries of the Company in Hong Kong) in cooperation with the Group to determine if the terms offered by Ant Bank (Macao) are on normal commercial terms and fair and reasonable. We also note that as part of the overall monitoring of the Transactions, sample checks will be conducted by the Group's internal audit department at least annually on, among other things, the interest rates, the terms of deposits and the utilisation of the Deposit Caps and the Annual Interest Income Caps.

Furthermore, the Group has established internal controls to monitor the utilisation of both the Deposit Caps and the Annual Interest Income Caps. For the Deposit Caps, reports on the daily deposit amounts are to be submitted by the finance team to the Company's chief financial officer. For the Annual Interest Income Caps, monthly deposit and interest reports (which also contain information on the capital adequacy ratio of Ant Bank (Macao) at the end of each month) are to be submitted to the company secretary and the person in charge of the internal control function. The company secretary will promptly communicate with the finance team if any of the Deposit Caps or the Annual Interest Income Caps reaches 70% utilisation in order to agree and implement measures to control and prevent exceeding any of these caps.

IFA-8

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In addition, the auditors and the independent non-executive Directors will also conduct annual review pursuant to the requirements of the GEM Listing Rules.

As elaborated in the section headed “2.1. Terms of the Deposit Services Framework Agreement” above, we have obtained and reviewed the Deposit Samples. We noted that the interest rates offered by Ant Bank (Macao) to the Group were no less favorable than the interest rates offered by two other major independent commercial banks in Macau at the prevailing time for similar nature and type of the Deposit Samples. As such, we consider the Group’s internal control has been adhered to.

Taking into account the above, we concur with the Management’s view that the Group’s internal control procedures in relation to the Deposit Services Framework Agreement is effective and sufficient.

2.3. Rationale of the Transactions

As stated in the section headed “1. Background information of the Group, Ant Bank (Macao) and Ant Holdco” above, Ant Bank (Macao) is principally engaged in the provision of mobile payment services and financial banking services in Macau. It is an indirect non-wholly owned subsidiary of the Company, which the Company controls at both the shareholders’ and board of directors’ levels.

We concur with the Management that it would be in the interests of the Company and the Shareholders as a whole for the Group to have the option to utilise the deposit services provided by Ant Bank (Macao), as:

(i) Ant Bank (Macao) provides its services in accordance and in compliance with the rules and operational requirements of Autoridade Monetária de Macau (the Monetary Authority of Macao), being the same regulatory body of other commercial banks in Macau. Further, as the Company controls Ant Bank (Macao) at both the shareholders’ and board of directors’ level as mentioned above, this provides assurance as to the security of deposits placed with Ant Bank (Macao). As such, making a deposit with Ant Bank (Macao) is not expected to expose the Group to additional risk, compared to similar deposit arrangements made between the Group and other commercial banks as part of its treasury management from time to time;

(ii) the Group can be expected to benefit from Ant Bank (Macao)’s better understanding of the operations of the Group which will allow expedient and efficient delivery of services. The Group also expects that as an intra-group service provider, Ant Bank (Macao) will generally have a better and more efficient communication with the Group as compared with other domestic commercial banks or financial institutions; and

IFA-9

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(iii) the Deposit Services Framework Agreement will enable the Group to flexibly select between deposit services provided by Ant Bank (Macao) and independent third parties to satisfy financial needs for its normal business operations. The Deposit Services Framework Agreement serves as an additional option for the Group on a non-exclusive basis. The internal controls of the Group, as further elaborated in the section headed "2.2. Internal control measures" above, will ensure that the deposit services provided by Ant Bank (Macao) will only be utilised when the terms are no less favourable to the Group than those provided by independent third parties.

In light of the above, we concur with the Management that the entering into of the Deposit Services Framework Agreement is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

2.4. The Deposit Caps

2.4.1. Historical deposit amounts

Set out below is a table summarising the maximum historical daily deposit amounts for the periods indicated:

	For the year ended December 31,		For the 15 months ended March 31, 2024	For the eight months ended November 30, 2024
	2021 HK$'000	2022 HK$'000
Maximum historical daily deposit amount (including interest)	-	244	2,547	1,403

The Group had maintained daily deposit balances with Ant Bank (Macao) at below HK$3,000,000 in the past.

Given that the Group would benefit from having the flexibility to choose to avail itself of the deposit services offered by Ant Bank (Macao), which serves as an additional option for the Group when necessary and appropriate, we do not consider the historical deposit amount relevant to our assessment of the fairness and reasonableness of the Deposit Caps.

IFA-10

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2.4.2. Deposit Caps

| | For the period from the Effective Date to March 31, 2025
HK$’000 | For the financial year ending March 31, | |
| --- | --- | --- | --- |
| | | 2026
HK$’000 | 2027
HK$’000 |
| Maximum daily deposit amount (including interests) to be placed by the Group with Ant Bank (Macao) | 500,000 | 500,000 | 500,000 |

In determining the above Deposit Caps, we understand from the Management that the Company has taken into consideration (i) the funding requirements and treasury policy of the Group; (ii) the amounts of deposits historically placed by the Group with other independent commercial banks (which excludes Ant Bank (Macao)) amounted to approximately HK$1,373,412,000 and HK$1,124,373,000 as at March 31, 2024 and September 30, 2024 respectively; and (iii) the expected scale of cooperation between the Group and Ant Bank (Macao), as further discussed in the section headed “Historical deposit amounts and the Deposit Caps” in the “Letter from the Board” of the Circular.

We have discussed with the Management and obtained the relevant working of the Deposit Caps for review. In assessing the fairness and reasonableness of the Deposit Caps, we have in particular considered the Group's historical cash and bank balances. As discussed in the section headed "1.1.1. Historical cash and bank balances of the Group" above, the Group had consistently maintained cash and bank balances of over HK$1,000 million as at December 31, 2023, March 31, 2024 and September 30, 2024 respectively, and the Deposit Caps represent less than 50% of such actual balances. We note that after excluding Ant Bank (Macao)'s balance, the Group's cash and bank balances also exceeded HK$1,000 million as at March 31, 2024 and September 30, 2024 respectively, as disclosed in the "Letter from the Board" of the Circular. In addition, we also note from the 2024 Interim Report that it is the Group's treasury policy to place cash and bank balances in (i) renowned or high credit-rated banks and financial institutions; or (ii) Ant Bank (Macao), all of which have no recent history of default.

It is worth noting that before embarking on the current process of entering into the Deposit Services Framework Agreement and obtaining the shareholders' approval to conduct the continuing connected transactions, the Company engages deposit services of Ant Bank (Macao) within the de minimis threshold in compliance with the GEM Listing Rules. We understand that the Group intends to deepen the cooperation with Ant Bank (Macao) subsequent to its attainment of a controlling stake (i.e. 51.5%) in Ant Bank (Macao), which was completed recently in September 2024 (for details, please refer to the Company's circular dated March 5, 2024 and the Company's announcement dated September 2, 2024). Given this, and the fact that this deposit service provides the Group with the benefit of more flexibility while impose no obligation on the Group as discussed above, we do not consider the historical utilisation to be relevant to our assessment of the fairness and reasonableness of the Deposit Caps.

IFA-11

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Having considered the above, in particular, (i) the fact that the Group's cash and bank balances had been higher than the Deposit Caps of HK$500 million; (ii) the Group would benefit from the flexibility afforded by the availability of deposit services to be provided by Ant Bank (Macao); (iii) the Group is not obliged under the Deposit Services Framework Agreement to utilise such services; and (iv) there exists internal control measures to ensure the Group would only utilise such services when the terms are no less favourable to the Group than the terms offered by other independent third party commercial banks and/or financial institutions to the Group for the same or similar type of services, we are of the view that the Deposit Caps are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

RECOMMENDATION

Having considered the above principal factors, we are of the view that (i) the Deposit Services Framework Agreement and the Transactions are in the ordinary and usual course of business of the Group and are in the interests of the Company and the Shareholders as a whole; (ii) the terms of the Deposit Services Framework Agreement and the Transactions are on normal commercial terms and are fair and reasonable; and (iii) the Deposit Caps are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

Accordingly, we recommend the Independent Shareholders, as well as the Independent Board Committee to advise the Independent Shareholders, to vote in favour of the resolution to be proposed at the SGM to approve the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps).

Yours faithfully,

For and on behalf of

Altus Capital Limited

Chang Sean Pey

Responsible Officer

Mr. Chang Sean Pey ("Mr. Chang") is a Responsible Officer of Altus Capital Limited licensed to carry on Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO and permitted to undertake work as a sponsor. He is also a Responsible Officer of Altus Investments Limited licensed to carry on Type 1 (dealing in securities) regulated activity under the SFO. Mr. Chang has over 25 years of experience in banking, corporate finance advisory and investment management. In particular, he has participated in sponsorship work for initial public offerings and acted as financial adviser or independent financial adviser in various corporate finance advisory transactions.

IFA-12

APPENDIX

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information 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.

2. DISCLOSURE OF DIRECTORS' AND CHIEF EXECUTIVE'S INTERESTS

As at the Latest Practicable Date, the interests and short positions of the Directors or chief executive of the Company in the Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO), which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or (b) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or (c) were required, pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by directors, to be notified to the Company and the Stock Exchange, were as follows:

(i) Interests in Shares/restricted share units of the Company

Name of Director	Number of Shares/restricted share units held
	Personal interest	Corporate interest	Total	Approximate percentage held (Note 1)
Mr. Sun Ho	60,158,000
(Note 2)	2,006,250,000
(Note 3)	2,066,408,000	17.70%
Ms. Hu Taoye	5,384,000
(Note 4)	–	5,384,000	0.046%
Ms. Qin Yuehong	–	–	–	0%
Mr. Ji Gang	–	–	–	0%
Mr. Chow Siu Lui	–	–	–	0%
Mr. Chan Ka Leong	–	–	–	0%
Ms. Yuen Kit Ming Fanny	–	–	–	0%

Notes:
1. Based on a total of 11,672,342,235 Shares in issue as at the Latest Practicable Date.
2. It represents 48,158,000 Shares and 12,000,000 restricted share units (granted under the Share Award Scheme) beneficially held by Mr. Sun Ho.

A-1

APPENDIX

GENERAL INFORMATION

These 2,006,250,000 Shares were held in the name of Maxprofit Global Inc. As Maxprofit Global Inc was beneficially and wholly-owned by Mr. Sun Ho, the chairman, executive Director and CEO of the Company, Mr. Sun was deemed to be interested in such Shares under the SFO.
It represents 1,634,000 Shares and 3,750,000 restricted share units (granted under the Share Award Scheme) beneficially held by Ms. Hu Taoye.

(ii) Interests in shares and underlying shares of Alibaba Holding, an associated corporation of the Company within the meaning of Part XV of the SFO

Name of Director	Capacity	Number of shares/underlying shares held		Approximate percentage of total issued share capital of Alibaba Holding
		(in the number of American Depository Shares (“ADS(s)”) of Alibaba Holding) (Note 1)	(in the number of ordinary shares of Alibaba Holding) (Note 1)	(Note 2)
Ms. Hu Taoye	(Note 3)	18,677	149,416	0.001%
Ms. Qin Yuehong	(Note 4)	54,000	432,000	0.002%
Mr. Ji Gang	(Note 5)	9,983	79,864	negligible

Notes:
1. One ADS of Alibaba Holding represents eight ordinary shares of Alibaba Holding; and one restricted share unit ("RSU(s)") of Alibaba Holding represents one ADS of Alibaba Holding.
2. Based on a total of 19,054,564,612 ordinary shares of Alibaba Holding in issue as at the Latest Practicable date.
3. The interest comprised 16,952 ADSs of Alibaba Holding and 1,725 RSUs of Alibaba Holding beneficially held by Ms. Hu Taoye.
4. The interest comprised 35,725 ADSs of Alibaba Holding and 18,275 RSUs of Alibaba Holding beneficially held by Ms. Qin Yuehong.
5. The interest comprised 9,566 ADSs of Alibaba Holding and 417 RSUs of Alibaba Holding beneficially held by Mr. Ji Gang.

APPENDIX

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interests or short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO), which were required (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (c) pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by Directors, to be notified to the Company and the Stock Exchange.

3. SUBSTANTIAL SHAREHOLDERS' INTERESTS IN SHARES, UNDERLYING SHARES AND DEBENTURES

As at the Latest Practicable Date, so far as was known to the Directors or chief executive of the Company, the following persons (not being Directors or chief executive of the Company) had, or were deemed to have, interests or short positions in the Shares, underlying Shares and debentures of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or, which were recorded in the register kept by the Company pursuant to section 336 of the SFO:

Name of Shareholder	Capacity	Number of Shares held	Approximate percentage of total issued share capital of the Company (Note 1)
Ali Fortune (Notes 2, 7 & 8)	Beneficial owner	6,502,723,993	55.71%
Alibaba Investment Limited (Note 2)	Interest of controlled corporation	6,502,723,993	55.71%
API Holdings Limited (Notes 2 & 7)	Interest of controlled corporation	6,502,723,993	55.71%
Alibaba Holding (Note 3)	Interest of controlled corporation	6,502,723,993	55.71%
API (Hong Kong) Investment Limited (Notes 4 & 7)	Interest of controlled corporation	6,502,723,993	55.71%
Shanghai Yunju Venture Capital Co., Ltd.* (上海雲鉅創業投資有限公司) (Notes 5 & 8)	Interest of controlled corporation	6,502,723,993	55.71%

APPENDIX

GENERAL INFORMATION

Name of Shareholder	Capacity	Number of Shares held	Approximate percentage of total issued share capital of the Company (Note 1)
Ant Holdco (Notes 6 & 8)	Interest of controlled corporation	6,502,723,993	55.71%
Maxprofit Global Inc (Note 9)	Beneficial owner	2,006,250,000	17.19%
Mr. Cheung Lup Kwan Vitor (Note 10)	Interest of controlled corporation	584,515,224	5.01%
Rainwood Resources Limited (Note 10)	Beneficial owner	584,515,224	5.01%

Notes:

Based on a total of 11,672,342,235 Shares in issue as at the Latest Practicable Date.
Alibaba Investment Limited (“AIL”) and API Holdings Limited (“API Holdings”) held 60% and 40% of the issued share capital of Ali Fortune, respectively.
Alibaba Holding held 100% of the issued share capital of AIL.
API (Hong Kong) Investment Limited held 100% of the issued share capital of API Holdings.
Shanghai Yunju Venture Capital Co., Ltd.* (上海雲鉅創業投資有限公司) (“Shanghai Yunju”) held 100% of the issued share capital of API (Hong Kong) Investment Limited.
Ant Holdco held 100% of the equity interests in Shanghai Yunju. Hangzhou Junhan Equity Investment Partnership (Limited Partnership) (杭州君瀚股權投資合夥企業(有限合夥)) (“Junhan”) and Hangzhou Junao Equity Investment Partnership (Limited Partnership) (杭州君澳股權投資合夥企業(有限合夥)) (“Junao”) held approximately 31% and 22% of Ant Holdco’s total issued shares, respectively. Hangzhou Xingtao Enterprise Management Consultancy Co., Ltd. (杭州星眉企業管理咨詢有限公司) (“Xingtao”) was the executive partner and general partner of Junhan; Hangzhou Yunbo Investment Consultancy Co., Ltd. (杭州雲鉅投資咨詢有限公司) (“Yunbo”) was the executive partner and general partner of Junao; and each of Xingtao and Yunbo was held by five individuals as to 20% each. The remaining issued shares in Ant Holdco were held as to approximately 33% by Taobao (China) Software Co., Ltd.* (淘寶(中國)軟件有限公司), an indirect wholly-owned subsidiary of Alibaba Holding, and as to approximately 14% by other minority shareholders.
API Holdings and Ant International Technologies (Hong Kong) Holding Limited entered into a conditional securities purchase agreement on December 3, 2024 in respect of the shares in Ali Fortune. Upon closing of that agreement, API Holdings (being wholly-owned by API (Hong Kong) Investment Limited) will cease to be a controlling person of Ali Fortune and will cease to be interested in the 6,502,723,993 Shares held by Ali Fortune. Ant International Technologies (Hong Kong) Holding Limited (being wholly-owned by Ant International (Cayman) Holding Limited) was therefore deemed to be interested in the 6,502,723,993 Shares held by Ali Fortune upon signing of that agreement and will become a controlling person of Ali Fortune upon closing of that agreement.

A-4

APPENDIX

GENERAL INFORMATION

Due to the closing of a conditional subscription agreement which Ant International (Cayman) Holding Limited previously entered into, the interest of Shanghai Yunju and Ant Holdco in Ant International (Cayman) Holding Limited was diluted on December 4, 2024. Subject to closing of the conditional securities purchase agreement dated December 3, 2024 in respect of the shares in Ali Fortune, Shanghai Yunju and Ant Holdco will cease to be interested in the Shares held by Ali Fortune.
As disclosed in the section headed “DISCLOSURE OF DIRECTORS’ AND CHIEF EXECUTIVE’S INTERESTS – Interests in Shares/restricted share units of the Company” above, Mr. Sun Ho was deemed to be interested in these 2,006,250,000 Shares under the SFO by virtue of his interest in Maxprofit Global Inc.
Mr. Cheung Lup Kwan Vitor held a 52% equity interest in Rainwood Resources Limited. Therefore, Mr. Cheung Lup Kwan Vitor was deemed to be interested in these 584,515,224 Shares under the SFO.

Save as disclosed above, as at the Latest Practicable Date, the Directors or chief executive of the Company were not aware of any other persons (not being a Director or chief executive of the Company) who had, or was deemed to have, interests or short positions in the Shares, underlying Shares and debentures of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or, which were recorded in the register kept by the Company pursuant to section 336 of the SFO.

As at the Latest Practicable Date, (i) Ms. Qin Yuehong was an employee of Alibaba Group, and (ii) Mr. Ji Gang was an employee of Ant Group. Save as disclosed herein, none of the Directors or proposed Director was a director or employee of a company that had an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had a service contract or a proposed service contract with any member of the Group which was not expiring or determinable by the employer within one year without the payment of compensation (other than statutory compensation).

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since March 31, 2024, being the date to which the latest published audited consolidated financial statements of the Group were made up.

6. COMPETING BUSINESS

Ali Fortune, the controlling shareholder of the Company, is indirectly owned as to 60% and 40% by Alibaba Holding and Ant Holdco respectively. Ant Holdco is indirectly held by Alibaba Holding as to approximately 33% of its equity interest and is therefore a “close associate” (as defined in the GEM Listing Rules) of Ali Fortune.

As at the Latest Practicable Date, Ant Bank (Macao) was held as to approximately 51.5% by an indirect wholly-owned subsidiary of the Company and as to approximately 48.5% by two indirect wholly-owned subsidiaries of Ant Holdco.

A-5

APPENDIX

GENERAL INFORMATION

Ant Bank (Macao) is engaged in, among other things, the Alipay (Macao) e-wallet payment service in Macau. Two Directors, namely Mr. Sun Ho and Mr. Ji Gang, are directors of Ant Bank (Macao), and Mr. Sun Ho is also the chairman of the board of directors of Ant Bank (Macao).

Following completion of the attainment of a controlling stake in Ant Bank (Macao) by the Group on September 2, 2024, both Ant Bank (Macao) and Macau Pass (which also operates its e-wallet payment service through MPay) are subsidiaries of the Company. Accordingly, the Company remains of the view that these two subsidiaries are not "competing businesses".

As at the Latest Practicable Date, none of the Directors, controlling shareholders or their respective close associates had interest in any business which competes or is likely to compete, either directly or indirectly, with the businesses of the Group.

7. DIRECTORS' INTERESTS IN THE GROUP'S ASSETS OR CONTRACTS OR ARRANGEMENTS SIGNIFICANT TO THE GROUP

As at the Latest Practicable Date, none of the Directors had any interest, either direct or indirect, in any assets which have been, since March 31, 2024 (the date to which the latest published audited consolidated financial statements of the Group were made up), acquired or disposed of by or leased to, or are proposed to be acquired or disposed of by or leased to, any member of the Group.

Save as disclosed in:

(i) the sections headed "Directors' Material Interests in Transactions, Arrangements or Contracts and Controlling Shareholder's Interests in Contracts" and "Continuing Connected Transactions ("CCTs")" in the annual report of the Company for the fifteen months ended March 31, 2024 and the section headed "New Continuing Connected Transactions with the Ant Group" in the interim report of the Company for the six months ended September 30, 2024; and

(ii) the section headed "GEM Listing Rules Implications" in the "Letter from the Board" in this circular in relation to the potential conflict of interest in the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps), and the potential conflicts of interests of other Directors, namely, Mr. Sun Ho, Ms. Qin Yuehong and Mr. Ji Gang, in the Deposit Services Framework Agreement and the Transactions (including the Deposit Caps),

as at the Latest Practicable Date, none of the Directors had material interest in any subsisting contract or arrangement which was significant in relation to the business of the Group.

A-6

APPENDIX

GENERAL INFORMATION

8. QUALIFICATIONS AND CONSENT OF EXPERT

The following is the qualification of the expert who has given opinion or advice contained in this circular:

Name	Qualification
Altus Capital Limited	A corporation licensed to carry out Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO

As at the Latest Practicable Date, the above expert did not have:

(a) any shareholding, directly or indirectly, in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group; and

(b) any interest, either direct or indirect, in any assets which had been, since March 31, 2024 (the date to which the latest published audited consolidated financial statements of the Group were made up), acquired or disposed of by or leased to, or were proposed to be acquired or disposed of by or leased to, any member of the Group.

The above expert has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and/or references to its name in the form and context in which they respectively appear.

9. DOCUMENTS ON DISPLAY

A copy of the Deposit Services Framework Agreement will be published on the HKEXnews website operated by the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.agtech.com), respectively, from the date of this circular up to and including the date which is 14 days from the date of this circular.

For identification purpose only

A-7

NOTICE OF SGM

AGTech

www.agtech.com

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 (the "SGM") of AGTech Holdings Limited (the "Company") will be held at 11:00 a.m. on Thursday, February 13, 2025 at 9/F, Henley Building, 5 Queen's Road Central, Central, Hong Kong for the purpose of considering and, if thought fit, passing with or without amendment, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

1. "THAT:

(a) the Deposit Services Framework Agreement (as defined in the circular of the Company dated January 17, 2025 (the "Circular") of which this notice forms part) and the transactions contemplated thereunder be and are hereby confirmed, approved and ratified;

(b) the Deposit Caps (as defined in the Circular) be and are hereby approved; and

(c) any one director of the Company (or any two directors of the Company or one director and the secretary of the Company, in the case of execution of documents under seal) be and is hereby authorized for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Deposit Services Framework Agreement and the transactions contemplated thereunder and the implementation thereof including the affixing of seal thereon."

By order of the board of directors of

AGTech Holdings Limited

Sun Ho

Chairman & CEO

The Hong Kong Special Administrative Region of

the People's Republic of China, January 17, 2025

For identification purpose only

SGM-1

NOTICE OF SGM

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

Notes:

Any member entitled to attend and vote at the SGM (or any adjournment thereof) 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.
Where there are joint registered holders of any share, any one of such persons may vote at the SGM (or any adjournment thereof), 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 SGM (or any adjournment thereof) 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.
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 Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time for holding the SGM (or any adjournment thereof), 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 and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
The record date for determining the entitlement of shareholders of the Company to attend and vote at the SGM will be February 6, 2025. In order to qualify for attending and voting at the SGM (or any adjournment thereof), all transfer forms accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration by 4:30 p.m. on Thursday, February 6, 2025.

As at the date of this notice, the board of directors of the Company comprises (i) Mr. Sun Ho and Ms. Hu Taoye as executive directors; (ii) Ms. Qin Yuehong and Mr. Ji Gang as non-executive directors; and (iii) Mr. Chow Siu Lui, Mr. Chan Ka Leong and Ms. Yuen Kit Ming Fanny as independent non-executive directors.

SGM-2

AI assistant

Joy Spreader Group Inc. — Proxy Solicitation & Information Statement 2025

51106_rns_2025-01-17_0f1b7fe0-adee-4524-9b98-9786e2dce7dd.pdf

DEFINITIONS

AGTech

AGTech Holdings Limited

亞博科技控股有限公司*

CONTINUING CONNECTED TRANSACTIONS - DEPOSIT SERVICES FRAMEWORK AGREEMENT

INTRODUCTION

DEPOSIT SERVICES FRAMEWORK AGREEMENT

Date

Parties

Term

Deposit Services

Interests and pricing policy

HISTORICAL DEPOSIT AMOUNTS AND THE DEPOSIT CAPS

Historical deposit amounts

Deposit Caps

INTERNAL CONTROL MEASURES

REASONS FOR AND BENEFITS OF ENTERING INTO THE DEPOSIT SERVICES FRAMEWORK AGREEMENT

GEM LISTING RULES IMPLICATIONS

INFORMATION ABOUT THE PARTIES

The Company and the Group

Ant Bank (Macao)

Ant Holdco

Alibaba Holding and Alibaba Group

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

THE SGM

RECOMMENDATION

ADDITIONAL INFORMATION

CONTINUING CONNECTED TRANSACTIONS - DEPOSIT SERVICES FRAMEWORK AGREEMENT

ALTUS.

CONTINUING CONNECTED TRANSACTIONS – DEPOSIT SERVICES FRAMEWORK AGREEMENT

INTRODUCTION

GEM LISTING RULES IMPLICATIONS

THE INDEPENDENT BOARD COMMITTEE

THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR ADVICE

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background information of the Group, Ant Bank (Macao) and Ant Holdco

1.1. The Group

1.1.1. Historical cash and bank balances of the Group

1.2. Ant Bank (Macao)

1.3. Ant Holdco

2. The Deposit Services Framework Agreement

2.1. Terms of the Deposit Services Framework Agreement

2.2. Internal control measures

2.3. Rationale of the Transactions

2.4. The Deposit Caps

2.4.1. Historical deposit amounts

2.4.2. Deposit Caps

RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF DIRECTORS' AND CHIEF EXECUTIVE'S INTERESTS

3. SUBSTANTIAL SHAREHOLDERS' INTERESTS IN SHARES, UNDERLYING SHARES AND DEBENTURES

4. SERVICE CONTRACTS

5. MATERIAL ADVERSE CHANGE

6. COMPETING BUSINESS

7. DIRECTORS' INTERESTS IN THE GROUP'S ASSETS OR CONTRACTS OR ARRANGEMENTS SIGNIFICANT TO THE GROUP

8. QUALIFICATIONS AND CONSENT OF EXPERT

9. DOCUMENTS ON DISPLAY

AGTech

AGTech Holdings Limited

ORDINARY RESOLUTION

1. "THAT:

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Joy Spreader Group Inc. Proxy Solicitation & Information Statement 2025