Joy Spreader Group Inc. — Regulatory Filings 2007

Sep 4, 2007

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(incorporated in Bermuda with limited liability) (Stock Code: 8279)

DISCLOSURE PURSUANT TO RULE 17.10 OF THE GEM LISTING RULES (Update on latest business development of the Group)

The Board is pleased to update shareholders and investors of the Company on the latest business development of the Group regarding (i) a new management consultancy agreement signed by a wholly-owned subsidiary of the Company in respect of the Hunan province in the PRC, and (ii) a sports lottery sales terminals supply agreement entered into between the Subsidiary and 體育彩 票管理中心(the sports lottery administration centre) of the Hunan province in the PRC.

This announcement is made pursuant to Rule 17.10 of the GEM Listing Rules.

The Board is pleased to update shareholders and investors of the Company on the following latest business development of the Group:-

• (1) On 4 September 2007, the Subsidiary has entered into a new management consultancy agreement with its principal customer (the “Principal Customer”) in respect of the Hunan province of the PRC. The Principal Customer is independent of and not connected with the Company and the directors, chief executive, management shareholders or substantial shareholders of the Company or its subsidiaries, or any of their respective associates (as defined under the GEM Listing Rules). Under the aforesaid management consultancy agreement, the Subsidiary shall provide management consultancy services (including training

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services as well as proposals, recommendations and advice on (i) the selection of location, and the setting up, of sales venues, (ii) brand-building, (iii) the operations and management; and (iv) the advertising and marketing strategies in respect of sports lottery sales) to the Principal Customer which is authorised by the sports lottery administration centre of the Hunan province in the PRC to operate and set up 1,000 new sports lottery sales venues in such province. The aforesaid management consultancy agreement shall expire in April 2013.

The revenue model of the management consultancy agreement between the Principal Customer and the Subsidiary can be found in the third paragraph on page 10 of the circular of the Company dated 30 May 2007 previously despatched to the shareholders of the Company.

• (2) On 4 September 2007, the Subsidiary has entered into a sports lottery sales terminals supply agreement with the sports lottery administration centre of the Hunan province, pursuant to which the Subsidiary shall supply sports lottery sales terminals (together with accessories) for use in the sports lottery sales venues in the Hunan province of the PRC.

The Board is very pleased with the aforesaid business development achieved by the Subsidiary which has further strengthened the Group’s market position as a fully integrated solutions provider in the sports lottery sector in the PRC. The products and services now offered or proposed by the Group for the sports lottery sector in the PRC range from the provision of new software games and related systems, as well as payment-related products specifically targeted for use to facilitate sports lottery sales, to the supply of sales terminals and the provision of management consultancy services to the authorised operator of sports lottery sales venues as mentioned above in this announcement.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following words and expressions shall have the following meanings when used herein:

“Board” the board of Directors “Company” AGTech Holdings Limited, a company incorporated in Bermuda with limited liability and the issued shares of which are listed on GEM “Directors” the directors of the Company “GEM” the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC

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“PRC”

the People’s Republic of China which, for the purpose of this announcement, excludes Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan

“Subsidiary”

a wholly-owned subsidiary of the Company incorporated in the PRC

By Order of the Board Sun Ho Chairman

Hong Kong, 4 September 2007

As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Sun Ho and Mr. Robert Geoffrey Ryan, and three independent non-executive Directors, namely Mr. Wang Ronghua, Mr. Hua Fengmao and Mr. Kwok Wing Leung Andy.

This announcement, 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: (1) the information contained in this announcement is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this announcement misleading; and (3) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This announcement will remain at www.hkgem.com on the “Latest Company Announcements” page of the GEM website for at least 7 days from the date of its posting.

* For identification purpose only

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