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Joy Spreader Group Inc. Share Issue/Capital Change 2016

Nov 2, 2016

51106_rns_2016-11-02_e630a934-7328-4b96-a891-8072a661013d.pdf

Share Issue/Capital Change

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 31 October 2016

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer AGTech Holdings Limited Date Submitted 2 November 2016

  • I. Movements in Authorised Share Capital

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1. Ordinary Shares
(1) Stock code : 8279 Description : AGTech Holdings
Par value
No. of ordinary (State Authorised share capital
shares currency) (State currency)
Balance at close of preceding month 20,000,000,000 HK$0.002 HK$40,000,000.00
Increase/(decrease) N/A N/A
Balance at close of the month 20,000,000,000 HK$0.002 HK$40,000,000.00
(2) Stock code : N / A Description : N / A
Par value
No. of ordinary (State Authorised share capital
shares currency) (State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month
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1

  1. Preference Shares
2.PreferenceShares 2.PreferenceShares 2.PreferenceShares 2.PreferenceShares 2.PreferenceShares 2.PreferenceShares
Stock code :
N / A
Description :
No. of preference
shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month		 N / A
Authorised share capital
(State currency)
Par value
(State
currency)
3. OtherClasses ofShares
Stock code :
N / A
Description :
No. of other
classes of shares
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month		 N / A
Authorised share capital
(State currency)
Par value
(State
currency)
Total authorised share capital at the end of the month
(State currency):		 HK$40,000,000.00

2

II. Movements in Issued Share Capital

Balance at close of
preceding month
Increase/ (decrease)
during the month
Balance at close of
the month		 No. of ordinary shares
(1)
(2)		 No. of ordinary shares
(1)
(2)		 No of preference
shares
No. of other classes of shares		 No of preference
shares
No. of other classes of shares
10,485,783,770
1,452,500
10,487,236,270
N / A
N / A
N /A		 N / A
N / A
N /A		 N / A
N / A
N /A

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars of share
option scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable
Movement duringthe month Movement duringthe month Movement duringthe month No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month		 No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
Granted Exercised Cancelled Lapsed
1.ShareOption
Scheme
Exerciseprice:
HK$0.4740
(18/11/2004)
Ordinaryshares
(Note 1)

2. Share Option
Scheme
Exerciseprice:
HK$0.1006
(18/11/2004)
Ordinaryshares
(Note 1)

3. Share Option
Scheme
Exerciseprice :
HK$0.2900
(18/11/2004)
Ordinaryshares
(Note 1)		 N/A
N/A
N/A		 N/A
77,500
375,000		 N/A N/A N/A
77,500
375,000		 375,000
N/A N/A 1,890,000
N/A N/A 875,000

3

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars of share
option scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable		 Particulars of share
option scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable
Movement duringthe month Movement duringthe month No. of new shares of
issuer issued during
the month pursuant
thereto		 No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month
Granted Exercised Cancelled Lapsed





































4. Share Option N/A
N/A
N/A
N/A
N/A		 N/A
1,000,000
N/A
N/A
N/A		 N/A N/A N/A
1,000,000
N/A
N/A
N/A		 37,400,000
Scheme
Exerciseprice :
HK$ 0.4250
(18/11/2004)
Ordinaryshares
(Note 1)

5. Share Option		 N/A N/A 20,287,922
Scheme
Exerciseprice :
HK$0.4890
(18/11/2004)
Ordinaryshares
(Note 1)

6. Share Option		 N/A N/A 32,616,179
Scheme
Exerciseprice :
HK$1.1900
(18/11/2004)
Ordinaryshares
(Note 1)

7.ShareOption		 N/A N/A 47,500,000
Scheme
Exerciseprice:
HK$1.3100
(18/11/2004)
Ordinaryshares
(Note 1)

8. Share Option		 N/A N/A 38,737,500
Scheme
Exerciseprice :
HK$0.9200
(23/12/2014)
Ordinaryshares
(Note 1)

4

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars of share
option scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable		 Particulars of share
option scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable
Movement duringthe month Movement duringthe month No. of new shares of
issuer issued during
the month pursuant
thereto		 No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month
Granted Exercised Cancelled Lapsed
9. Share Option
Scheme
Exerciseprice :
HK$0.8580
(23/12/2014)
Ordinaryshares
N/A
N/A
N/A
N/A
N/A
(Note 1)

10. Share Option
Scheme
Exerciseprice :
HK$1.1020
(23/12/2014)
Ordinaryshares
N/A
N/A
N/A
N/A
N/A
(Note 1)

11. Share Option
Scheme
Exerciseprice :
HK$ (/ /)
shares
N/A
N/A
N/A
N/A
N/A
(Note 1)

12. Share Option
Scheme
Exerciseprice :
HK$ (/ /)
shares
N/A
N/A
N/A
N/A
N/A
(Note 1)

13. Share Option
Scheme
Exerciseprice :
HK$ (/ /)
shares
N/A
N/A
N/A
N/A
N/A
(Note 1)

Total A. (Ordinary shares)
1,452,500


(Preference shares)
N / A


(Other class)
N / A

Total funds raised during the month from
exercise of options (State currency)
HK$605,546.50		 9. Share Option N/A
N/A
N/A
N/A
N/A		 N/A
N/A
N/A
N/A
N/A		 N/A N/A N/A
N/A
N/A
N/A
N/A		 71,444,800
Scheme
Exerciseprice :
HK$0.8580
(23/12/2014)
Ordinaryshares
(Note 1)

10. Share Option		 N/A N/A 280,461,873
Scheme
Exerciseprice :
HK$1.1020
(23/12/2014)
Ordinaryshares
(Note 1)

11. Share Option		 N/A N/A N/A
Scheme
Exerciseprice :
HK$
(/ /)
shares
(Note 1)

12. Share Option		 N/A N/A N/A
Scheme
Exerciseprice :
HK$
(/ /)
shares
(Note 1)

13. Share Option		 N/A N/A N/A
Scheme
Exerciseprice :
HK$
(/ /)
shares


5

Warrants to Issue Shares of the Issuer which are to be Listed

Description of warrants
(Date of expiry- dd/mm/yyyy)		 Description of warrants
(Date of expiry- dd/mm/yyyy)		 Description of warrants
(Date of expiry- dd/mm/yyyy)		 Currency of
nominal
value
Nominal value at
close of
precedingmonth
Exercised
during the
month		 Currency of
nominal
value
Nominal value at
close of
precedingmonth
Exercised
during the
month		 Nominal value
at close of the
month		 Nominal value
at close of the
month
No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be issued
pursuant
thereto as at
close of the
month
No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be issued
pursuant
thereto as at
close of the
month



1. N / A N / A
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
2. N / A
(/ / )
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3N/A
(/ / )
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4. N / A
(/ / )
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
(/ / )
N / A
N / A

6

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

Class and description Class and description Class and description Currency of
amount
outstanding		 Amount at close
of preceding
month
Converted
during the
month		 Amount at
close of the
month		 Amount at
close of the
month		 No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be issued
pursuant
thereto as at
close of the
month
No. of new
shares of
issuer which
may be issued
pursuant
thereto as at
close of the
month



1. Convertible bonds due 2019
HK$ 507,234,928
Stock code (if listed)
N/A
Class of shares
issuable_(Note 1)
Ordinary
Subscription price
HK$0.2918(adjusted)
EGM approval date
(if applicable)
(dd/mm/yyyy))
(30/07/2016)
2. N / A
Stock code (if listed)
Class of shares
issuable(Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
(/ /)
3. N / A
Stock code (if listed)
Class of shares
issuable(Note 1)
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
(/ /)
4. N / A
Stock code (if listed)
Class of shares
issuable(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
(/ /)		 HK$ N/A 507,234,928 -
 507,234,928
-
 1,738,093,503
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy))
2. N / A
Ordinary
(30/07/2016)
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3. N / A
(/ /)
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4. N / A
(/ /)
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)		 N / A
(/ /)
N / A
N/A

7

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)


than under Share Option Schemes)
than under Share Option Schemes)
Full particulars including EGM approval date (dd/mm/yyyy),
if applicable, and class of shares issuable:		 No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
1.
2.
3.		 After the Stock Exchange trading hours on 17 November 2014, N/A
N / A
N / A
N / A		 291,666,666
Slivercreek Technology Holdings Limited (the“Purchaser”), the
Company, King Achieve Limited and Immense Wisdom Limited
(the“Vendors”) and Score Value Limited (the“Target”) entered into
the Agreement, pursuant to which the Purchaser has conditionally
agreed to acquire and the Vendors have conditionallyagreed to sell
the Sale Shares for a maximum consideration of HK$489.5 million
(subject to downward adjustments). The maximum Consideration
is to be satisfied as to HK$239.5 million in cash and as to HK$250.0
million by way of allotment and issue of a maximum of 168,918,918
ConsiderationShares at an Issue Price of HK$1.48 perShare.
Subject to the Target Group meeting certain operational targets as set
out in the Agreement, the Company shall also grant the Bonus
Options to the Vendors which entitle the Vendors to subscribe for a
maximum of 166,666,666 Option Shares at a subscription price of
HK$1.8 perShare. For details, please refer to theCompany’s
Announcement dated 17 November 2014.
(23/12/2014)
Ordinary Shares_(Note 1)_
N / A
( / / )
shares_(Note 1)_
N / A
( / / )
shares_(Note 1)_
Total D. (Ordinary shares)
(Preference shares)
(Other class)

8

Other Movements in Issued Share Capital

Other Movements in Issued Share Capital
Type of Issue No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
1. Rights issue
At price :State
currency		 Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )		 N / A
N / A
2. Open offer
At price :State
currency		 Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )		 N / A
N / A
3. Placing
At price :State
currency		 Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )		 N / A
N / A
4. Bonus issue Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )		 N / A
N / A

9

Type of Issue No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
5. Scrip dividend
At price :State
currency		 Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )		 N / A
N / A
6. Repurchase of
shares		 Class
of
shares
repurchased_(Note 1)
Cancellation date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N / A
N / A
7. Redemption of
shares		 Class
of
shares
redeemed_(Note 1)
Redemption date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N / A
N / A
8. Consideration issue At price :State
currency		 Class
of
shares
redeemed_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N / A
N / A

10

9. Capital
reorganisation		 Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )		 N / A
N / A
10. Other
(Please specify)
At price :State
currency		 Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )		 N / A
N / A
Total E. (Ordinary shares)
N / A
(Preference shares)
N / A
(Other class)
N / A
Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1) 1,452,500
(2) N / A
Total increase / (decrease) in preference shares during the month (i.e. Total of A to E): N / A
Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E): N /A
(These figures should be the same as the relevant figures under II above (“Movements in Issued Share Capital”).)

11

Remarks (if any):

N/A

Submitted by: Mr Ng Lok Ming

Title: Company Secretary (Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

2. If there is insufficient space, please append the prescribed continuation sheet.

12

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