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

Mar 17, 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)

ADOPTION OF SHARE AWARD SCHEME

The Board is pleased to announce that it has resolved to adopt the Share Award Scheme on the Adoption Date.

Pursuant to the Share Award Scheme, Awards will be satisfied by (i) existing Shares to be acquired by the Trustee through on-market transactions, or (ii) new Shares to be allotted and issued to the Trustee by the Company, the costs of which will be borne by the Company.

The aggregate number of Shares, whether they are new Shares to be allotted and issued by the Company, Returned Shares or existing Shares to be purchased on-market by the Trustee, underlying all grants (including grants to connected persons of the Company) made pursuant to the Share Award Scheme (excluding Award Shares that have been forfeited or lapsed in accordance with the Share Award Scheme) shall not exceed 6% of the total number of issued Shares as at the Adoption Date without shareholders’ approval. The total number of non-vested Award Shares granted to any one Selected Participant under the Share Award Scheme shall not exceed 1% of the total number of issued Shares from time to time.

The Share Award Scheme does not constitute a share option scheme within the meaning of Chapter 23 of the GEM Listing Rules, and is a discretionary scheme of the Company. No shareholders’ approval is required to adopt the Share Award Scheme.

The Board is pleased to announce that it has resolved to adopt the Share Award Scheme on the Adoption Date. A summary of the principal terms of the Share Award Scheme is set out below.

• For identification purposes only

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Purposes and Objectives

To enable the Company to grant Awards to Selected Participants, as incentives and/or rewards for their contribution to the Group, to better reward the personnel who have contributed to the success and development of the Group, to incentivise them to remain with the Group, to motivate them to strive for the future development and expansion of the Group and to attract skilled and experienced personnel for the further development and expansion of the Group by providing them with the opportunity to acquire equity interests in the Company.

Administration

The Share Award Scheme shall be subject to the administration of the Board and the Trustee in accordance with the Scheme Rules and, where applicable, the Trust Deed.

Duration

Subject to any early termination pursuant to the Scheme Rules, the Share Award Scheme shall be valid and effective for the period commencing on the Adoption Date and ending on the Business Day immediately prior to the tenth (10th) anniversary of the Adoption Date.

Maximum Limit

The Board shall not make any further Awards which will result in the aggregate number of Shares, whether they are new Shares to be allotted and issued by the Company, Returned Shares or existing Shares to be purchased on-market by the Trustee, underlying all grants (including grants to connected persons of the Company) made pursuant to the Share Award Scheme (excluding Award Shares that have been forfeited or lapsed in accordance with the Share Award Scheme) to exceed 6% (the “ Scheme Limit ”) of the total number of issued Shares as at the Adoption Date without shareholders’ approval. The total number of nonvested Award Shares granted to any one Selected Participant under the Share Award Scheme shall not exceed 1% of the total number of issued Shares from time to time.

Grant of Awards

The Board may, from time to time, select any Eligible Person to be a Selected Participant and grant an Award to such Selected Participant subject to the terms and conditions set out in the Share Award Scheme. In determining the Selected Participants, the Board or the committee of the Board or person(s) to which the Board has delegated its authority may take into consideration matters including the present and expected contribution of the relevant Selected Participant to the Group.

Each grant of an Award to any director of the Company or connected person of the Company shall be subject to the prior approval of the independent non-executive directors of the Company (excluding any independent non-executive director who is a proposed recipient of the grant of an Award). For the avoidance of doubt, any grant of an Award to connected persons of the Company which is satisfied by the allotment and issue of new Shares upon vesting of such an Award will constitute a connected transaction of the Company and shall therefore be subject to compliance with Chapter 20 of the GEM Listing Rules (unless an exemption applies).

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No grant of any Award Shares to any Selected Participant may be made:

• (a) in any circumstances where the requisite approval from any applicable regulatory authorities has not been granted;

• (b) in any circumstances that any member of the Group will be required under applicable securities laws, rules or regulations to issue a prospectus or other offer documents in respect of such Award or the Share Award Scheme, unless the Board determines otherwise;

• (c) where such Award would result in a breach by any member of the Group or its directors of any applicable securities laws, rules or regulations in any jurisdiction;

• (d) where such grant of Award would result in a breach of the Scheme Limit or would otherwise cause the Company to issue Shares in excess of the permitted amount in the mandate approved by the shareholders of the Company;

• (e) where an Award is to be satisfied by way of issue of new Shares to the Trustee, in any circumstances that cause the total Shares allotted or issued to connected persons of the Company to be in excess of the amount permitted in the mandate approved by the shareholders of the Company;

• (f) where any director of the Company is in possession of unpublished inside information in relation to the Company or where dealings by directors of the Company are prohibited under any code or requirement of the GEM Listing Rules or any applicable laws, rules or regulations;

• (g) during the period of 60 days immediately preceding the publication date of the annual results or, if shorter, the period from the end of the relevant financial year up to the publication date of the results; and

• (h) during the period of 30 days immediately preceding the publication date of the quarterly results and half-year results or, if shorter, the period from the end of the relevant quarterly or half-year period up to the publication date of the results.

Settlement of Awards

The Board shall determine whether the Awards shall be satisfied by new Shares to be allotted and issued or existing Shares to be acquired through on-market transactions on the date of the grant of Awards. Subject to terms and conditions set out in the Share Award Scheme, the Company shall, as soon as reasonably practicable and no less than two months before the Vesting Date, for the purposes of satisfying the grant of Awards, allot and issue new Shares to the Trustee and/or transfer to the Trust the necessary funds and instruct the Trustee to acquire Shares through on-market transactions at the prevailing market price. The Company may provide terms and conditions relating to the acquisition of Shares in the instructions to the Trustee. Any grant of Awards which is to be satisfied by the allotment and issue of new Shares shall be subject to the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, such new Shares and application will be made by the Company to the Listing Committee of the Stock Exchange for such approval.

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For the avoidance of doubt, the Company shall not allot or issue new Shares to Selected Participants who are not connected persons of the Company in excess of the amount permitted in the general mandate approved by the shareholders of the Company (unless a specific approval by the shareholders of the Company has been obtained) and the Company shall not allot or issue new Shares to satisfy Awards granted to a Selected Participant who is a connected person of the Company without, where required, the approval by disinterested shareholders of the Company in accordance with all applicable laws and regulations (including but not limited to the GEM Listing Rules).

Vesting of Award

The Board or the committee of the Board or person(s) to which the Board delegated its authority may from time to time while the Share Award Scheme is in force and subject to all applicable laws, determine such vesting criteria and conditions or periods for the Award to be vested under the Share Award Scheme. For the purposes of vesting of the Award, the Board or the committee of the Board or person(s) to which the Board delegated its authority may either direct and procure the Trustee to (a) release from the Trust the Award Shares to the Selected Participants by transferring the number of Award Shares to the Selected Participants in such manner as determined by them from time to time; or (b) sell, on-market at the prevailing market price, the number of Award Shares so vested in respect of the Selected Participant and pay the Selected Participant the proceeds in cash arising from such sale based on the Actual Selling Price of such Award Shares.

Where a Selected Participant, who was not a connected person of the Company on the date on which the Award was granted to him/her subsequently becomes a connected person of the Company prior to the vesting of the Award, such that the vesting of the Award will be subject to compliance by the Company of applicable requirements under Chapter 20 of the GEM Listing Rules, the Board or its delegate(s) shall have the absolute discretion to alter the vesting of or terminate such Award where such requirements applicable to the Company in relation to the vesting of these Awards on its original terms would, in the opinion of the Board or its delegate(s), be burdensome on the Company.

Any stamp duty or other direct costs and expenses arising on vesting and transfer of the Award Shares to or for the benefit of the Selected Participants shall be borne by the Company. Any stamp duty or other direct costs and expenses arising on the sale of the Award Shares due to the vesting of the Award Shares shall be borne by the Selected Participant.

Forfeiture or lapse of Award

If a Selected Participant ceases to be an Eligible Person by reason of retirement of the Selected Participant, any outstanding Award Shares not yet vested shall continue to vest in accordance with the Vesting Dates set out in the Award Letter, unless the Board or its delegate(s) determines otherwise at their absolute discretion.

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If a Selected Participant ceases to be an Eligible Person by reason of (i) resignation of the Selected Participant, (ii) termination of the Selected Participant’s employment or contractual engagement with the Group without Cause, (iii) the subsidiary of the Company at which the Selected Participant is employed ceasing to be a subsidiary of the Company, (iv) non-renewal of the Selected Participant’s employment or service agreement upon its expiration, (v) death of the Selected Participant, (vi) termination of the Selected Participant’s employment or contractual engagement with the Group by reason of his/her permanent physical or mental disablement, or (vii) the Selected Participant ceasing to provide services to the Group, any outstanding Award Shares not yet vested shall automatically lapse, unless the Board or its delegate(s) determines otherwise at their absolute discretion.

If a Selected Participant (i) ceases to be an employee of the Group for Cause or (ii) during his/ her term of employment or within twelve (12) months of termination of his/her employment with the Group (a) directly or indirectly, establishes, incorporates, forms, enters into, or participates in the business as an owner, partner, principal or shareholder or other proprietor (other than through a purchase on the open market, solely as a passive investment, of not more than 5% of the interest) of any competitor of the Group (“ Competitor ”), (b) has become, is or becomes an officer, director, employee, consultant, adviser of, or otherwise, directly or indirectly, enters the employment of, continue any employment with or render any services to or for, any Competitor, (c) knowingly performs or has performed any act that may confer a competitive benefit or advantage upon any Competitor, (d) has committed any Manager’s Nonfeasance, or (e) has violated the confidentiality obligation(s) under any Award Letter, the Company shall have the right to repurchase or procure the purchase of some or all of the vested Award from such Selected Participant or his transferee for no consideration and require such Selected Participant to pay the Company any and all payment in cash or other property in lieu of the vested Award which such Selected Participant has received from the Company pursuant to the Award.

If a Selected Participant is declared bankrupt or becomes insolvent or makes any arrangements or composition with his or her creditors generally, any outstanding Award Shares not yet vested shall automatically lapse, unless the Board or its delegate(s) determines otherwise at their absolute discretion.

For the avoidance of doubt, any Award Shares that have lapsed shall be held as Returned Shares for the purposes of the Share Award Scheme to be applied towards future Awards in accordance with the Scheme Rules.

Voting Rights

Neither the Selected Participant nor the Trustee may exercise any voting rights in respect of any Award Shares that have not yet vested.

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Transferability and other rights to Award Shares

Any Award granted under the Share Award Scheme but not yet vested shall be personal to the Selected Participant to whom it is made and shall not be assigned or transferred by such Selected Participant to other person(s), and no Selected Participant shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favor of any other person over or in relation to any Award, or enter into any agreement to do so.

Dividend

A Selected Participant shall have no right to any dividend or any of the Returned Shares or any dividend of the Returned Shares, all of which shall be retained by the Trustee for the benefit of the Share Award Scheme.

Change in control

If there is an event of change in control of the Company by way of a merger, a privatisation of the Company by way of a scheme or by way of an offer, the Board or the committee of the Board or person(s) to which the Board has delegated its authority shall at their absolute discretion determine whether the Vesting Dates of any Awards will be accelerated.

Termination

The Share Award Scheme shall terminate on the earlier of (i) the Business Day immediately prior to the tenth (10th) anniversary of the Adoption Date, (ii) such date of early termination as determined by the Board provided that such termination shall not affect any subsisting rights of any Selected Participant under the Share Award Scheme, and (iii) such date on which an order for the winding up of the Company is made or a resolution is passed for the voluntary winding up of the Company.

On the Business Day following the settlement, lapse, forfeiture or cancellation (as the case may be) of the last outstanding Award made under the Share Award Scheme, the Trustee shall sell all the Shares remaining in the Trust within a reasonable time period as agreed between the Trustee and the Company upon receiving notice of the settlement, lapse, forfeiture or cancellation (as the case may be) of such last outstanding Award (or such longer period as the Company may otherwise determine), and remit all cash and net proceeds of such sale and other funds remaining in the Trust (after making appropriate deductions in respect of all disposal costs, expenses and other existing and future liabilities in accordance with the Trust Deed) to the Company. For the avoidance of doubt, the Trustee shall not transfer any Shares to the Company nor may the Company otherwise hold any Shares whatsoever (other than the proceeds in the sale of such Shares).

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Definitions

• “Actual Selling Price” the actual price at which the Award Shares are sold (net of brokerage, Stock Exchange trading fee, SFC transaction levy and any other applicable costs) on vesting of an Award pursuant to the Share Award Scheme, or in the case of a vesting when there is an event of change in control or privatisation of the Company pursuant to the Scheme Rules, the consideration receivable under the related scheme or offer

• “Adoption Date” 17 March 2017, being the date on which the Board adopted the Share Award Scheme

• “Award(s)” an award granted by the Board to a Selected Participant pursuant to the Share Award Scheme

• “Award Letter” a letter issued to each Selected Participant specifying, among others, the date on which the grant of an Award is made to a Selected Participant, the number of Award Shares underlying the Award, the vesting criteria and conditions and the Vesting Date

• “Award Shares”

• the Shares granted to a Selected Participant in an Award

• “Board” the board of Directors of the Company from time to time, such committee or such sub-committee or such person(s) as from time to time delegated with the power and authority by the board of Directors of the Company to administer the Share Award Scheme

• “Business Day” any day on which the Stock Exchange is open for the business of dealing in securities

• “Cause” with respect to a Selected Participant, such event as will entitle the Company and/or any of its subsidiaries to terminate the employment or service of the Selected Participant with immediate notice without compensation under the relevant employment or service agreement or, if it is not otherwise provided for in the relevant employment or service agreement, (a) the commission of an act of theft, embezzlement, fraud, dishonesty, ethical breach or other similar acts or the commission of a criminal offence, (b) a material breach of any agreement, arrangement or understanding between the Selected Participant and the Company and/or any of its subsidiaries, including any applicable employment, non-competition, confidentiality or other similar agreement, (c) misrepresentation or omission of any material fact in connection with his employment agreement or service agreement, (d) a material failure to perform the customary duties of an employee of the Company and/or any of its subsidiaries, to comply with the reasonable directions of a supervisor or to abide by the policies or codes of conduct of the Group or (e) any conduct that is materially adverse to the name, reputation or interests of the Group

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• “Company”

• AGTech Holdings Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Growth Enterprise Market of the Stock Exchange

• “connected person”

• has the meaning ascribed to it in the GEM Listing Rules

• “Director(s)”

director of the Company

• “Eligible Person”

• an Employee, director, officer, consultant or advisor of any member of the Group or any other persons who the Board or its delegate(s) considers, in their absolute discretion, to have contributed or will contribute to the Group

• “Employee”

• any employee (whether full-time or part-time employee) of any members of the Group provided that an employee shall not cease to be an Employee in the case of (a) any leave of absence approved by the Company or the relevant member of the Group; or (b) transfer amongst the Company and any member of the Group or any successor, and provided further that an Employee shall, for the avoidance of doubt, cease to be an Employee with effect from (and including) the date of termination of his or her employment

• “GEM Listing Rules”

• the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange

• “Group”

• the Company and its subsidiaries

• “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

• “Manager’s Nonfeasance” act(s) or omission(s) (as determined by the Board in its sole discretion) that have caused material losses to the Group due to a Selected Participant’s failure to fully perform his or her management duties

• “Returned Shares” such Award Shares that are not vested and/or are forfeited or lapsed in accordance with the terms of the Share Award Scheme, or such Shares being deemed to be Returned Shares under the Scheme Rules

• “Scheme Rules” the rules relating to the Share Award Scheme as amended from time to time

• “Selected Participant” any Eligible Person approved for participation in the Share Award Scheme and who has been granted an Award pursuant to the Share Award Scheme

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“Share Award Scheme” the share award scheme adopted by the Company in accordance with the Scheme Rules on the Adoption Date “Shares” the ordinary shares with a par value of HK$0.002 each in the share capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Trust” the trust constituted by the Trust Deed to service the Share Award Scheme “Trust Deed” the trust deed dated 17 March 2017 entered into between the Company and the Trustee (as may be restated, supplemented and amended from time to time) “Trustee” the trustee appointed by the Company for the purpose of the Trust, and initially, TMF Trust (HK) Limited

“Vesting Date(s)” the date or dates, as determined from time to time by the Board, on which the Award (or part thereof) is to vest in the relevant Selected Participant in accordance with the Share Award Scheme

“%” per cent

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

Hong Kong, 17 March 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 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 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.

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