Joy Spreader Group Inc. — Share Issue/Capital Change 2013

Oct 25, 2013

Hong Kong Exchanges and Clearing Limited and 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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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AGTech Holdings Limited 亞博科技控股有限公司 *

(incorporated in Bermuda with limited liability)

(Stock Code: 8279)

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

The Board proposes to increase the authorised share capital of the Company from HK$10,000,000 (divided into 5,000,000,000 Shares) to HK$20,000,000 (divided into 10,000,000,000 Shares) by the creation of an additional 5,000,000,000 Shares, which will rank pari passu with all existing Shares.

The Increase in Authorised Share Capital is conditional upon the passing of an ordinary resolution by the Shareholders at the forthcoming SGM.

The SGM will be convened and held for the Shareholders to consider and, if thought fit, approve, among other things, the Increase in Authorised Share Capital. A circular containing, among other things, further details about the Increase in Authorised Share Capital and the notice convening the SGM will be despatched by the Company to the Shareholders as soon as practicable.

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

The existing authorised share capital of the Company is HK$10,000,000 divided into 5,000,000,000 Shares. As at the date of this announcement, 4,320,197,364 Shares are in issue.

In order to accommodate future issues of Shares which shall include but not limited to the grant of any share options from time to time to eligible participants of the share option scheme of the Company adopted on 18 November 2004, as well as to provide the Company with greater flexibility to raise funds by allotting and issuing Shares in the future as and

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when necessary, the Board proposes to increase the authorised share capital of the Company from HK$10,000,000 (divided into 5,000,000,000 Shares) to HK$20,000,000 (divided into 10,000,000,000 Shares) by the creation of an additional 5,000,000,000 Shares, which will rank pari passu with all existing Shares.

Other than the fact that the Company may grant share options to eligible participants of its aforesaid share option scheme from time to time, the Board has no present intention to issue any part of the increased authorised share capital of the Company, and further announcement(s) will be made by the Company if it proposes to issue any new Shares in the future.

The Increase in Authorised Share Capital is conditional upon the passing of an ordinary resolution by the Shareholders at the forthcoming SGM.

SGM

The SGM will be convened and held for the Shareholders to consider and, if thought fit, approve, among other things, the Increase in Authorised Share Capital. A circular containing, among other things, further details about the Increase in Authorised Share Capital and the notice convening the SGM will be despatched to the Shareholders as soon as practicable.

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
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“HK$”	Hong Kong Dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Increase in Authorised	the increase in the authorised share capital of the Company
Share Capital”	from HK$10,000,000 (divided into 5,000,000,000 Shares)
	to HK$20,000,000 (divided into 10,000,000,000 Shares)
	by the creation of an additional 5,000,000,000 Shares

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“SGM” the special general meeting of the Company to be convened and held to approve, among other things, the proposed Increase in Authorised Share Capital “Share(s)” ordinary share(s) of HK$0.002 each in the share capital of the Company

“Shareholder(s)” the holder(s) of the Share(s) “Stock Exchange”

The Stock Exchange of Hong Kong Limited

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

Hong Kong, 25 October 2013

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 and Mr. Ho King Fung, Eric as non-executive Directors; and (iii) Ms. Monica Maria Nunes, Mr. Wang Ronghua and Mr. Hua Fengmao 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 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 and will be published on the website of the Company at www.agtech.com.

• For identification purpose only

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