Joy Spreader Group Inc. — Share Issue/Capital Change 2011

Dec 21, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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(incorporated in Bermuda with limited liability)

(Stock Code: 8279)

GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 23.06A of the Rules Governing the Listing of Securities of the Growth Enterprise Market ( “GEM” ) of The Stock Exchange (the “GEM Listing Rules” ).

The board (the “ Board ”) of directors (the “ Directors ”) of AGTech Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) hereby announces that the Company has granted share options (the “ Options ”) to certain directors and employees and business development consultants of the Group, subject to acceptances by such grantees, under the share option scheme adopted by the Company on 18 November 2004. The following are the details of the share options granted:

Date of grant

: 21 December 2011 (the “ Date of Grant ”)

Exercise price of the : HK$0.2900 to subscribe for one ordinary share of Options granted HK$0.002 each of the Company (the “ Share ”)

The Options granted entitling the grantees to subscribe up to a total of

: 224,320,000 Shares

Closing price of the Shares on the Date of Grant

: HK$ 0.2900 per Share

Average closing price of the : HK$0.2820 per Share Shares for the five business days immediately preceding the Date of Grant on which the Shares were traded on the Stock Exchange

Validity period of : 21 December 2012 to 20 December 2013 for 56,080,000 Shares the Options 21 December 2013 to 20 December 2014 for 56,080,000 Shares 21 December 2014 to 20 December 2015 for 56,080,000 Shares 21 December 2015 to 20 December 2016 for 56,080,000 Shares

Among the total of 224,320,000 Options granted, 71,792,000 Options are granted to seven directors of the Company as follows:

Name of director	Position	Number of Options
		granted
Mr. Robert Geoffrey Ryan	Executive Director	21,264,000
Mr. Bai Jin Min	Executive Director	21,264,000
Mr. Liang Yu	Executive Director	21,264,000
Ms. Yang Yang	Non-executive Director	2,000,000
Mr. Wang Ronghua	Independent Non-executive	2,000,000
	Director
Mr. Hua Fengmao	Independent Non-executive	2,000,000
	Director
Mr. Kwok Wing Leung	Independent Non-executive	2,000,000
	Director

Save as disclosed above, none of the grantees is a director, chief executive nor substantial shareholder of the Company or an associate of any of them (as defined in the GEM Listing Rules).

By order of the Board AGTech Holdings Limited Sun Ho Chairman & CEO

The Hong Kong Special Administrative Region of the People’s Republic of China, 21 December 2011

As at the date of this announcement, the Board comprises (i) Mr. Sun Ho, Mr. Robert Geoffrey Ryan, Mr. Bai Jinmin and Mr. Liang Yu as executive Directors; (ii) Ms. Yang Yang as non-executive Director; and (iii) Mr. Wang Ronghua, Mr. Hua Fengmao and Mr. Kwok Wing Leung Andy as independent non-executive Directors.

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 the information contained in this announcement 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 announcement misleading.

This announcement will remain on the “Latest Company Announcement” page of the internet website operated by the Stock Exchange for the purposes of the GEM at www.hkgem.com for at least seven days from the day of its posting and will be published on the website of the Company at http://www.agtech.com.

* For identification purpose only