Joy Spreader Group Inc. — Regulatory Filings 2018

Feb 7, 2018

FORMS RELATING TO LISTING

Form F

The Growth Enterprise Market (GEM)

Company Information Sheet

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this information sheet, 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 information sheet.

Company name:

AGTech Holdings Limited (亞博科技控股有限公司*)

Stock code (ordinary shares): 8279

This information sheet contains certain particulars concerning the above company (the "Company", together with its subsidiaries, the "Group") which is listed on the Growth Enterprise Market ("GEM") of The Stock Exchange of Hong Kong Limited (the "Exchange"). These particulars are provided for the purpose of giving information to the public with regard to the Company in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules"). They will be displayed at the GEM website on the Internet. This information sheet does not purport to be a complete summary of information relevant to the Company and/or its securities.

The information in this sheet was updated as of 7 February 2018

A. General

Place of incorporation : Bermuda Date of initial listing on GEM : 19 January 2004 Name of Sponsor(s) : N/A

Names of directors : Executive Directors (please distinguish the status of the directors - Mr. SUN Ho Executive, Non-Executive or Independent Mr. ZHOU Haijing Non-Executive) :

Non-Executive Directors Mr. ZHANG Qin Mr. YANG Guang Mr. JI Gang Mr. Zou Liang

Independent Non-Executive Directors Ms. Monica Maria NUNES Mr. FENG Qing Dr. GAO Jack Qunyao

* for identification purposes only

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Name(s) of substantial shareholder(s)
(as such term is defined in rule 1.01 of the			Approximate
GEM Listing Rules) and their respective		Number of	percentage of
interests in the ordinary shares and other		shares held in	issued shares of
securities of the Company	: Name	the Company	the Company
	Ali Fortune Investment	6,102,723,993	54.25%
	Holding Limited_(Note 1_
	and Note 7)
	Alibaba Investment	6,102,723,993	54.25%
	Limited
	(Note 1)
	API Holdings Limited	6,102,723,993	54.25%
	(Note 1)
	Alibaba Group Holding	6,102,723,993	54.25%
	Limited (Note 2)
	API (Hong Kong)	6,102,723,993	54.25%
	Investment Limited
	(Note 3)
	Shanghai Yunju Venture	6,102,723,993	54.25%
	Capital Investment Co.,
	Ltd. (formerly known as
	Shanghai Yunju
	Investment Management
	Co., Ltd.) (Note 4)
	Ant Small and	6,102,723,993	54.25%
	Micro Financial Services
	Group Co., Ltd. (Note 5)
	Hangzhou Yunbo	6,102,723,993	54.25%
	Investment Consultancy
	Co., Ltd. (Note 6)
	Mr. MA Yun_(Note 6)_	6,102,723,993	54.25%
	MAXPROFIT	2,006,250,000	17.84%
	GLOBAL INC
	(Note 8)
	Mr. SUN Ho	2,033,328,000	18.08%
	(Note 9)
	Notes:

1. Alibaba Investment Limited (“AIL”) and API Holdings Limited (“API Holdings”) hold 60% and 40% of the issued share capital of Ali Fortune Investment Holding Limited (“Ali Fortune”), respectively.

2. Alibaba Group Holding Limited holds 100% of the issued share capital of AIL.

3. API (Hong Kong) Investment Limited holds 100% of the issued share capital of API Holdings.

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1. Shanghai Yunju Venture Capital Investment Co., Ltd. (formerly known as Shanghai Yunju Investment Management Co., Ltd.) (“Shanghai Yunju”) holds 100% of the issued share capital of API (Hong Kong) Investment Limited.

2. Ant Small and Micro Financial Services Group Co., Ltd. (“Ant Financial”) holds 100% of the equity interests in Shanghai Yunju. Hangzhou Junhan Equity Investment Partnership (Limited Partnership) (“Junhan”) and Hangzhou Junao Equity Investment Partnership (Limited Partnership) (“Junao”) hold 42.28% and 34.15% of the equity interests in Ant Financial, respectively.

3. Hangzhou Yunbo Investment Consultancy Co., Ltd. is the general partner of both Junhan and Junao, and is wholly-owned by Mr. MA Yun.

4. Ali Fortune holds outstanding convertible bonds of the Company in the aggregate principal amount of HK$332,328,165 and the maximum number of conversion shares that will be issued upon full conversion of such outstanding convertible bonds at the prevailing conversion price of HK$0.2554 (subject to adjustment) per conversion share is 1,301,160,344 (representing approximately 11.56% of the total issued shares of the Company as at the date of this form).

5. MAXPROFIT GLOBAL INC is beneficially and wholly owned by Mr. SUN Ho.

6. Mr. SUN Ho is interested in 27,078,000 shares of the Company and, by virtue of his interest in MAXPROFIT GLOBAL INC, is deemed to be also interested in 2,006,250,000 shares of the Company. Name(s) of company(ies) listed on GEM or the Main Board of the Stock Exchange within the same group as the Company : Alibaba Health Information Technology Limited (stock code: 241) Financial year end date : 31 December Registered address : Clarendon House, 2 Church Street, Hamilton HM11, Bermuda Head office and principal place of business in Hong Kong : Unit 3912, 39[th] Floor, Tower Two, Times Square, Causeway Bay, Hong Kong Web-site address (if applicable) : http://www.agtech.com Share registrar (Hong Kong) : Tricor Abacus Limited Auditors : PricewaterhouseCoopers Limited

B. Business activities

AGTech Holdings Limited is an investment holding company incorporated in Bermuda and its issued shares are listed on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited. The Group is an integrated technology and services company, principally engaged in the lottery and mobile games and entertainment market with a focus on China and selected international markets.

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AGTech Holdings Limited is an associate member of each of the World Lottery Association (WLA) and the Asia Pacific Lottery Association (APLA), an official organiser and operator of the Chinese card games Guan Dan and Two-on-One poker in China, and an official partner of the International Mind Sports Association (IMSA).

C. Ordinary shares
Number of ordinary
shares in issue	:	11,248,424,760
Par value of ordinary shares in issue	:	HK$0.002
Board lot size (in number of shares)	:	4,000
Name of other stock exchange(s) on	which
ordinary shares are also listed	:	N/A
D. Warrants
Stock code	:	N/A
Board lot size	:
Expiry date	:
Exercise price	:
Conversion ratio	:
(Not applicable if the warrant is
denominated in dollar value of
conversion right)
No. of warrants
outstanding	:
No. of shares falling
to be issued upon the
exercise of outstanding warrants	:

E. Other securities

On 23 May 2013, share options to subscribe for up to an aggregate of 85,151,688 Shares were granted by the Company pursuant to the 2004 Scheme, at an exercise price of HK$0.4890 per Share. As at the date of this form, the said share options to subscribe for up to an aggregate of 9,203,961 Shares remain outstanding.

On 20 June 2013, a share option to subscribe for up to an aggregate of 1,500,000 Shares was granted by the Company pursuant to the 2004 Scheme, at an exercise price of HK$0.4740 per Share. As at the date of this form, the said share option to subscribe for up to an aggregate of 375,000 Shares remains outstanding.

On 2 January 2014, a share option to subscribe for up to an aggregate of 43,488,238 Shares was granted by the Company pursuant to the 2004 Scheme, at an exercise price of HK$1.1900 per Share. As at the date of this form, the said share option to subscribe for up to an aggregate of 10,872,060 Shares remains outstanding.

On 21 January 2014, share options to subscribe for up to an aggregate of 359,302,000 Shares were granted by the Company pursuant to the 2004 Scheme, at an exercise price of HK$1.3100 per Share. As at the date of this form, the said share options to subscribe for up to an aggregate of 7,000,000 Shares remain outstanding.

On 20 January 2015, share options to subscribe for up to an aggregate of 52,200,000 Shares were granted by the Company pursuant to a share option scheme adopted by the Company on 23 December 2014 (the “2014 Scheme”), at an exercise price of HK$0.9200 per Share. As at the date of this form, the said share options to subscribe for up to an aggregate of 21,825,000 Shares remain outstanding.

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On 1 June 2015, share options to subscribe for up to an aggregate of 72,944,800 Shares were granted by the Company pursuant to the 2014 Scheme, at an exercise price of HK$0.8580 per Share. As at the date of this form, the said share options to subscribe for up to an aggregate of 52,908,600 Shares remain outstanding.

On 7 July 2015, share options to subscribe for up to an aggregate of 300,312,280 Shares were granted by the Company pursuant to the 2014 Scheme, at an exercise price of HK$1.1020 per Share. As at the date of this form, the said share options to subscribe for up to an aggregate of 190,728,522 Shares remain outstanding.

As at the date of this form, there are total outstanding share options of the Company under the 2004 Scheme and the 2014 Scheme which carry rights to subscribe for up to an aggregate of 292,913,143 Shares.

On 10 August 2016, the Company issued convertible bonds in the aggregate principal amount of HK$712,582,483 to Ali Fortune. On the same day, the conversion rights attaching to the convertible bonds in the aggregate principal amount of HK$205,347,555 were exercised and the Company allotted and issued an aggregate of 685,324,748 conversion Shares at the conversion price of HK$0.2996 per conversion Share. On 30 March 2017, the conversion rights attaching to the convertible bonds in the aggregate principal amount of HK$174,906,763 were exercised and the Company allotted and issued an aggregate of 600,000,000 conversion Shares at the conversion price of HK$0.2915 per conversion Share. As at the date of this form, convertible bonds in the aggregate principal amount of HK$332,328,165 remain outstanding (the “Outstanding Convertible Bonds”). The prevailing conversion price has been adjusted to HK$0.2554 per Share (the “Prevailing Adjusted Conversion Price”), and the maximum number of Shares that will be issued upon full conversion of the Outstanding Convertible Bonds at the Prevailing Adjusted Conversion Price is 1,301,160,344.

Responsibility statement

The directors of the Company (the “Directors”) as at the date hereof hereby collectively and individually accept full responsibility for the accuracy of the information contained in this information sheet (the “Information”) and confirm, having made all reasonable inquiries, that to the best of their knowledge and belief, the Information is accurate and complete in all material respects and not misleading or deceptive, and that there are no other matters the omission of which would make any Information misleading.

The Directors also collectively and individually accept full responsibility for submitting a revised information sheet, as soon as reasonably practicable after any particulars on the form previously published cease to be accurate.

The Directors acknowledge that the Exchange has no responsibility whatsoever with regard to the Information and undertake to indemnify the Exchange against all liability incurred and all losses suffered by the Exchange in connection with or relating to the Information.

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Signed:

SUN Ho YANG Guang by his lawful attorney, SUN Ho Monica Maria NUNES by her lawful attorney, SUN Ho	ZHOU Haijing by his lawful attorney, SUN Ho JI Gang by his lawful attorney, SUN Ho FENG Qing by his lawful attorney, SUN Ho	ZHANG Qin by his lawful attorney, SUN Ho
		ZOU Liang by his lawful attorney, SUN Ho
		GAO Jack Qunyao by his lawful attorney, SUN Ho

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