Joy Spreader Group Inc. — Share Issue/Capital Change 2017

May 15, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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 AWARD SHARES PURSUANT TO SHARE AWARD SCHEME

Reference is made to the announcement of the Company dated 17 March 2017 (the “ Announcement ”) relating to the adoption of the Share Award Scheme by the Board. Unless otherwise defined, capitalized terms used in this announcement shall have the same meanings ascribed to them in the Announcement.

On 15 May 2017, the Board resolved to grant a total of 100,618,500 Award Shares on the same date to (i) Mr. Sun Ho, an executive Director of the Company; (ii) Mr. Zhou Haijing, an executive Director of the Company; (iii) 4 directors of subsidiaries of the Company; and (iv) 123 employees of the Company, who are Eligible Persons pursuant to the Share Award Scheme. Details of the grant are as follows:

		Number of
Selected		Award
Participants		**Shares granted **	Vesting Date
Mr. Sun Ho (“Mr. Sun”)		1,500,000	1 April 2018
Executive Director		1,500,000	1 April 2019
		1,500,000	1 April 2020
		1,500,000	1 April 2021
	Sub-total:	6,000,000

(all of which were granted on a discretionary basis (based on annual performance) under Mr. Sun’s remuneration package)

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	Number of
Selected	Award
Participants	**Shares granted **	Vesting Date
Mr. Zhou Haijing (“Mr. Zhou”)	2,300,000	10 August 2017
Executive Director	750,000	1 April 2018
	2,300,000	10 August 2018
	750,000	1 April 2019
	2,300,000	10 August 2019
	750,000	1 April 2020
	2,300,000	10 August 2020
	750,000	1 April 2021

Sub-total: 12,200,000 (of which 9,200,000 Award Shares were granted as a new comer incentive and 3,000,000 Award Shares were granted on a discretionary basis (based on annual performance) under Mr. Zhou’s remuneration package)

4 directors of subsidiaries of the Company Sub-total:	2,325,000 1 April 2018 2,325,000 1 April 2019 2,325,000 1 April 2020 2,325,000 1 April 2021 9,300,000

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• Number of

• Selected Award Participants Shares granted Vesting Date/Period 123 employees of the Group 2,749,625 16 August 2017 to who are independent of the 10 October 2017 Company and its connected 18,624,625 1 January 2018 to persons (as defined under the 10 December 2018 GEM Listing Rules) 20,979,625 1 January 2019 to 10 December 2019

• 18,279,625 1 January 2020 to 10 December 2020

• 12,485,000 1 January 2021 to 1 May 2021

• Sub-total: 73,118,500 Total: 100,618,500

The grant of the Award Shares to the Directors has been approved by the Board (including the independent non-executive Directors). The grant of the Award Shares to the above-mentioned Directors and the 4 directors of subsidiaries of the Company also forms part of their respective remuneration packages and is therefore exempt from the reporting, announcement and independent shareholders’ approval requirements under Rule 20.71(6) and Rule 20.93 of the GEM Listing Rules. Mr. Sun and Mr. Zhou have abstained from voting so far as the resolution for the approval of the grant of the Award Shares to them were concerned.

The 100,618,500 Award Shares granted represent approximately 0.90% of the issued share capital of the Company as at the date of this announcement. Based on the closing price of HK$1.33 per Share on the date of the grant of the Award Shares, the market value of the 100,618,500 Award Shares in aggregate is HK$133,822,605.

All of the 100,618,500 Award Shares shall be granted by way of acquisition of existing Shares through on-market transactions by the Trustee. The Board shall cause to pay the Trustee the purchase price and the related expenses from the Company’s cash resources. The Trustee shall purchase from the market the relevant number of Award Shares and shall hold the Award Shares on trust for the relevant Selected Participants until they are vested in such Selected Participants and delivered in accordance with the terms of the Share Award Scheme. There is no condition, performance target or lock up restriction attached to the Award Shares.

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FURTHER INFORMATION IN RESPECT OF THE SHARE AWARD SCHEME

The Company wishes to announce that the maximum number of new Shares to be issued by the Company for satisfying the Award Shares granted under the Share Award Scheme will be limited to 3% of the total issued Shares as at the Adoption Date (i.e. 315,426,263 Shares). The total number of issued Shares as at the Adoption Date was 10,514,208,770.

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, 15 May 2017

As at the date of this announcement, the Board comprises (i) Mr. Sun Ho and Mr. Zhou Haijing as executive Directors; (ii) Mr. Zhang Qin, Mr. Yang Guang, Mr. Ji Gang and Mr. Zhang Wei as non-executive Directors; 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 Rules Governing the Listing of Securities on the Growth Enterprise Market (“ GEM ”) of the Stock Exchange 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 Announcements” 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.

• For identification purposes only

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