AGTech : Announcements and Notices - Partial Exercise of the Consultant Options

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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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

AGTech Holdings Limited

亞博科技控股有限公司*

(incorporated in Bermuda with limited liability)

(Stock Code: 8279)

PARTIAL EXERCISE OF THE CONSULTANT OPTIONS

Reference is made to (i) the announcement of the Company dated 4 March 2016 (the "Subscription Announcement") regarding the proposed subscription of 4,817,399,245 Subscription Shares and Convertible Bonds in the principal amount of HK$712,582,483 by Ali Fortune Investment Holding Limited; (ii) the announcement of the Company dated 16 March 2016 regarding the exercise of the options held by Rainwood Resources Limited (the "Rainwood Announcement"); (iii) the announcement of the Company dated 23 March 2016 regarding the partial exercise of the Consultant Options by certain consultants of the Company (the "Consultant Announcement"); (iv) the announcement of the Company dated 10 May 2016 regarding the issue of consideration shares pursuant to the Score Value Transaction (the "Score Value Announcement") and (v) the circular of the Company dated 25 May 2016 regarding among other things, the Subscription. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings given to them in the Subscription Announcement, the Rainwood Announcement, the Consultant Announcement and the Score Value Announcement.

PARTIAL EXERCISE OF CONSULTANT OPTIONS

As disclosed in the Subscription Announcement, the Company has granted share options to the consultants of the Company to subscribe for up to 399,232,163 Shares pursuant to the Share Option Schemes.

The Board is pleased to announce that on 24 May 2016, certain consultants of the Company have exercised part of the Consultant Options to subscribe for a total of 9,643,961 Shares at the exercise price of HK$0.4890 (the "Second Consultant Shares") (representing approximately 0.1959% of the issued share capital of the Company as at the date of this announcement and approximately 0.1956% of the issued share capital of the Company as enlarged by the allotment and the issue of the Second Consultant Shares). The aggregate exercise price received by the Company amounted to approximately HK$4,715,897.

* For identification purpose only

Following the partial exercise of the Consultant Options set out above, there remain outstanding options entitling the consultants of the Company to subscribe for 387,038,202 Shares.

As at the date of this announcement immediately prior to the issue of the Consultant Shares, there are 4,922,058,948 Shares in issue. Immediately following the issue of the Consultant Shares, the total number of Shares in issue will become 4,931,702,909.

ADJUSTMENT TO CONVERSION PRICE OF CONVERTIBLE BONDS

As disclosed in the Subscription Announcement, on or before Completion, if and whenever the Company issues Shares or grants options to subscribe for any Shares under the Score Value Transaction, or issues Shares under the Rainwood Options or the Consultant Options, the Conversion Price of the Convertible Bonds shall be adjusted (as if the Convertible Bonds had been issued at that time).

As disclosed in the Rainwood Announcement, following the issue of the Rainwood Shares, the initial Conversion Price of the Convertible Bonds was adjusted from HK$0.3478 per Share to HK$0.3036 per Share (the "First Adjusted Initial Conversion Price").

As disclosed in the Consultant Announcement, following the issue of the Consultant Shares, the First Adjusted Initial Conversion Price was further adjusted from HK$0.3036 per Share to HK$0.3032 per Share (the "Second Adjusted Initial Conversion Price").

As disclosed in the Score Value Announcement, following the issue of the 2015 Profit Guarantee Shares, the Second Adjusted Initial Conversion Price was further adjusted from HK$0.3032 per Share to HK$0.3013 per Share (the "Third Adjusted Initial Conversion Price").

Following the issue of the Second Consultant Shares, the Third Adjusted Initial Conversion Price will be further adjusted from HK$0.3013 per Share to HK$0.2996 per Share (the "Fourth Adjusted Initial Conversion Price"), and the maximum number of Shares that will be issued upon full conversion of the Convertible Bonds at the Fourth Adjusted Initial Conversion Price is 2,378,165,212. There is no change in the principal amount of the Convertible Bonds.

IMPACT ON THE SUBSCRIBER'S SHAREHOLDING INTEREST IN THE COMPANY

Prior to the issue of the Second Consultant Shares, immediately upon Completion:

1. assuming that the Convertible Bonds are not converted at all, the Subscriber (together with parties acting in concert with it (as defined in the Takeovers Code)) will hold 4,817,399,245 Shares, representing approximately 49.46% of the issued share capital of the Company as enlarged by the allotment and the issue of the Subscription Shares;

2. assuming that the Convertible Bonds are converted in full at the Third Adjusted Initial Conversion Price, the Subscriber (together with parties acting in concert with it (as defined in the Takeovers Code)) will hold 7,182,064,763 Shares, representing approximately 59.34% of the issued share capital of the Company as enlarged by the allotment and the issue of the Subscription Shares and the Conversion Shares.

As a result of the issue of the Second Consultant Shares, immediately upon Completion:

1. assuming that the Convertible Bonds are not converted at all, the Subscriber (together with parties acting in concert with it (as defined in the Takeovers Code)) will hold 4,817,399,245 Shares, representing approximately 49.41% of the issued share capital of the Company as enlarged by the allotment and the issue of the Second Consultant Shares and the Subscription Shares; and

2. assuming that the Convertible Bonds are converted in full at the Fourth Adjusted Initial Conversion Price, the Subscriber (together with parties acting in concert with it (as defined in the Takeovers Code)) will hold 7,195,564,457 Shares, representing approximately 59.33% of the issued share capital of the Company as enlarged by the issue of the Second Consultant Shares, the Subscription Shares and the Conversion Shares.

The Company understands from the Subscriber that it intends to convert Convertible Bonds in the principal amount of HK$198,291,017 resulting in the issue of 661,774,334 Conversion Shares (assuming that the applicable Conversion Price is the Fourth Adjusted Initial Conversion Price of HK$0.2996) immediately upon Completion which will ensure that the Subscriber will hold Shares representing more than 50% of the issued share capital of the Company while the Shares held by the public continue to represent 26.00% of the issued share capital of the Company as from the date of Completion.

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, 26 May 2016

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.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in 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.