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Joy Spreader Group Inc. Share Issue/Capital Change 2016

May 6, 2016

51106_rns_2016-05-06_7d76586a-6dae-4352-8a4f-90188876c619.pdf

Share Issue/Capital Change

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==> picture [103 x 66] intentionally omitted <==

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 30 April 2016

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer AGTech Holdings Limited Date Submitted 6 May 2016

I. Movements in Authorised Share Capital

1. Ordinary Shares

1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares
(1) Stock code :
8279
Description :
No. of ordinary
shares
Balance at close of preceding month
10,000,000,000
Increase/(decrease)
N /A
Balance at close of the month
10,000,000,000		 AGTech Holdings
Par value
(State
currency)
Authorised share capital
(State currency)
HK$0.002
HK$20,000,000.00
N /A
HK$0.002
HK$20,000,000.00
Par value
(State
currency)
HK$0.002
HK$0.002
(2) Stock code :
N / A
Description :
No. of ordinary
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)

2. Preference Shares

2. Preference Shares 2. Preference Shares 2. Preference Shares 2. Preference Shares 2. Preference Shares
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. Other Classes of Shares
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$20,000,000.00

II. Movements in Issued Share Capital

II. Movements in Issued Share Capital II. Movements in Issued Share Capital II. Movements in Issued Share Capital II. Movements in Issued Share Capital 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 preference
shares
No. ofotherclasses ofshares
4,901,089,852
-
4,901,089,852		 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. Share Option
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
N/A
N/A		 N/A N/A N/A
N/A
N/A		 750,000
N/A N/A 13,967,500
N/A N/A 1,375,000

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
N/A
N/A
N/A
N/A		 N/A N/A N/A
N/A
N/A
N/A
N/A		 37,762,500
Scheme
Exerciseprice :
HK$0.4250
(18/11/2004)
Ordinaryshares
(Note 1)
5. Share Option		 N/A N/A 62,863,766
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. Share Option		 N/A N/A 54,500,000
Scheme
Exerciseprice:
HK$1.3100
(18/11/2004)
Ordinaryshares
(Note 1)
8. Share Option		 N/A 187,500 38,927,500
Scheme
Exerciseprice :
HK$0.9200
(23/12/2014)
Ordinaryshares
(Note 1)

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 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)
N/A
(Preference shares)
N/A
(Other class)
N / A
Total funds raised during the month from
exercise of options (State currency)
N/A		 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 72,944,800
Scheme
Exerciseprice :
HK$0.8580
(23/12/2014)
Ordinaryshares
(Note 1)
10. Share Option		 N/A N/A N/A 300,312,280
Scheme
Exerciseprice :
HK$1.1020
(23/12/2014)
Ordinaryshares
(Note 1)
11. Share Option		 N/A N/A N/A N/A
Scheme
Exerciseprice :
HK$
(/ /)
shares
(Note 1)
12. Share Option		 N/A N/A N/A N/A
Scheme
Exerciseprice :
HK$
(/ /)
shares
(Note 1)
13. Share Option		 N/A N/A N/A N/A
Scheme
Exerciseprice :
HK$
(/ /)
shares
N/A
N/A
N / A

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)
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

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

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 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)
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

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


thanunderShare OptionSchemes)
thanunderShare OptionSchemes)		 , ,
Full particulars including EGM approval date (dd/mm/yyyy),
ifapplicable, and class ofsharesissuable:		 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.		 Afterthe Stock Exchange tradinghours on 17 November 2014, N/A
N/A
N /A
N /A
N /A		 301,801,801
Slivercreek TechnologyHoldingsLimited (the“Purchaser”), the
Company,KingAchieve Limited and Immense Wisdom Limited
(the“Vendors”) and Score Value Limited (the“Target”) entered into
theAgreement, pursuant to whichthePurchaser has conditionally
agreed to acquire and the Vendorshave conditionally agreed to sell
the Sale Sharesforamaximumconsiderationof HK$489.5million
(subject to downward adjustments). The maximum Consideration
is to be satisfied as toHK$239.5million incashand as toHK$250.0
million by wayof allotment and issue of a maximum of 168,918,918
ConsiderationShares at an IssuePrice of HK$1.48 perShare.
Subject to the Target Group meeting certain operational targets as set
outintheAgreement, the Company shallalso grant theBonus
Options to the Vendors whichentitle the Vendors to subscribefora
maximumof 166,666,666 OptionShares at a subscriptionprice of
HK$1.8 perShare.Fordetails, pleasereferto the Company’s
Announcement dated17 November 2014.
(23/12/2014)
Ordinary Shares (Note 1)
On 4 March 2016,the Companyentered into the Subscription 7,167,877,520
Agreement with Ali Fortune Investment HoldingLimited(the
“Subscriber”). Pursuant to the Subscription Agreement,the Company
has conditionallyagreed to allot and issue to the Subscriber,a
companyindirectlyowned as to 60% byAlibaba GroupHolding
Limited and as to 40% byZhejiangAnt Small and Micro Financial
Services GroupCo.,Ltd.,and the Subscriber has conditionally
agreed to subscribe for an aggregate of 4,817,399,245 Subscription
Shares at the Subscription Price of HK$0.3478per Subscription
Share;and Convertible Bonds in the aggregateprincipal amount of
HK$712,582,483,which entitle the bondholders to subscribe for up
to 2,048,918,721 Conversion Shares at the initial Conversion Price
of HK$0.3478per Conversion Share. Reference is made to the
announcements of the Companydated 16 March 2016 and 23 March
2016,the initial Conversion Price of the Convertible Bonds has been
adjusted from HK$0.3478per Share to HK$0.3036per Share and
will be further adjusted to HK$0.3032per Share respectivelyand the
maximum of 2,350,478,275 Shares will be issued accordingly.
For details, please refer to the Company’s Announcements dated
4 March 2016,16 March 2016 and 23 March 2016.
( / / )
Ordinary Shares (Note 1)
N /A
( / / )
shares_(Note 1)_
Total D. (Ordinary shares)
(Preference shares)
(Other class)

Other Movements in Issued Share Capital

Other Movementsin 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)
AGM 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
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)
Redemption date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_
( / / )
( / / )		 N / A
N / A
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) N / A
(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”).)

Remarks (if any): N/A

Submitted by: Ms Lo Kei Chi

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.

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