Joy Spreader Group Inc. — Share Issue/Capital Change 2015

Jun 1, 2015

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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AGTech Holdings Limited 亞博科技控股有限公司 *

(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 on 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 an employee of the Group, subject to acceptance by such grantees, under the share option scheme adopted by the Company on 23 December 2014. The following are the details of the Options granted:

Date of grant : 1 June 2015 (the “ Date of Grant ”) Exercise price of the Options : HK$0.858 to subscribe for one ordinary share of HK$0.002 granted each of the Company (the “ Share ”) The Options granted : 72,944,800 Shares entitling the grantees to subscribe for up to a total of

Closing price of the Shares : HK$0.84 per Share on the Date of Grant Average closing price of the : HK$0.858 per Share

Average closing price of the Shares for the five business days immediately preceding the Date of Grant on which the Shares were traded on the Stock Exchange

• For identification purposes only

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Validity period of the	:	1	June	2016	to	31	May	2017	for	18,236,200	Shares
Options		1	June	2017	to	31	May	2018	for	18,236,200	Shares
		1	June	2018	to	31	May	2019	for	18,236,200	Shares
		1	June	2019	to	31	May	2020	for	18,236,200	Shares

Among the Options granted for a total of 72,944,800 underlying Shares, Options for 47,944,800 underlying Shares are granted to three Directors as follows:

		Number of
		underlying
		Shares entitled
		in respect of the
Name of Director	Position	Option granted
Mr. Cheng Guoming	Executive Director	44,944,800
Dr. Gao Jack Qunyao	Independent non-executive Director	1,500,000
Mr. Feng Qing	Independent non-executive Director	1,500,000

Save as disclosed above, none of the grantees of the Options is a director, chief executive or substantial shareholder of the Company or an associate (as defined in the GEM Listing Rules) of any of them.

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, 1 June 2015

As at the date of this announcement, the Board comprises (i) Mr. Sun Ho, Mr. Bai Jinmin, Mr. Liang Yu and Mr. Cheng Guoming as executive Directors; (ii) Mr. Ho King Fung, Eric as non-executive Director; and (iii) Ms. Monica Maria Nunes, Mr. Feng Qing and Dr. Gao Jack Qunyao 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 GEM website operated by the Stock Exchange 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 www.agtech.com.

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