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.

AGTech Holdings Limited

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(incorporated in Bermuda with limited liability)

(Stock Code: 8279) SUPPLEMENTAL AGREEMENT AND COMPLETION OF ACQUISITION OF THE ENTIRE EQUITY INTEREST IN SCORE VALUE LIMITED

Reference is made to (i) the announcement of AGTech Holdings Limited (the "Company") dated 17 November 2014; and (ii) the circular of the Company dated 8 December 2014 (the "Circular") in relation to the proposed acquisition by Silvercreek Technology Holdings Limited, a wholly-owned subsidiary of the Company, of the entire equity interest in Score Value Limited. Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Circular.
As disclosed in the Circular and pursuant to the terms of the Agreement:
(i) Completion is subject to the fulfillment or waiver of a number of conditions, including that all outstanding account receivables disclosed in the Agreement having been either fully settled or transferred to parties nominated by the Vendors by way of a debt restructuring exercise undertaken by Shenzhen Subsidiary (the "Receivables Condition"); and
(ii) part of the Initial Consideration will be settled as to HK$52.5 million in cash on or before 30 June 2015 (the "Fourth Tranche Initial Consideration").

* For identification purpose only

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THE SUPPLEMENTAL AGREEMENT

In view of the anticipated deferral in settlement of certain account receivables disclosed in the Agreement, after the Stock Exchange trading hours on 8 January 2015, the Company and the Purchaser entered into a supplemental agreement to the Agreement (the "Supplemental Agreement") with the Vendors and the Target to amend certain terms and conditions of the Agreement. The amendments contemplated under the Supplemental Agreement are set out below:
(i) the Receivables Condition has been amended as follows:
(a) "Other than the account receivables in the amount of RMB24.3 million (the "Outstanding Receivables") disclosed in the Supplemental Agreement, all other outstanding account receivables disclosed in the Agreement (including interests if any) having been either fully settled or transferred to parties nominated by the Vendors by way of a debt restructuring exercise undertaken by Shenzhen Subsidiary";
(ii) the Vendors have undertaken that the Outstanding Receivables shall be fully settled on or before 1 April 2015 (the "Vendors' Undertaking"); and
(iii) in the event that the Vendors fail to satisfy the Vendors' Undertaking, the Company or the Purchaser will deduct the amount of the Outstanding Receivables which remains outstanding as of 1 April 2015 from the Fourth Tranche Initial Consideration.
Save for the aforesaid amendments, all other terms of the Agreement remain unchanged and continue in full force and effect. The terms of the Supplemental Agreement were determined after arm's length negotiations among the parties to the Agreement. Taking into account that (i) additional time is needed for the settlement of the outstanding account receivables of Shenzhen Subsidiary as disclosed in the Agreement which Shenzhen Subsidiary will continue to strive to collect by 1 April 2015; and (ii) the Fourth Tranche Initial Consideration will be adjusted downwards if the Vendors fail to satisfy the Vendors' Undertaking by 1 April
2015, the Board considers the terms of the Supplemental Agreement are fair and reasonable and the entering into the Supplemental Agreement is in the interests of the Company and the Shareholders as a whole and does not constitute a material variation to the terms of the Agreement.
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COMPLETION

Following the execution of the Supplemental Agreement, the Board is pleased to announce that all the conditions precedent for the Acquisition have been fulfilled and the Acquisition was completed on 8 January 2015. As a result, the Target has become a wholly-owned subsidiary of the Company and the results, assets and liabilities of the Target Group will be consolidated into the financial statements of the Group.
By the order of the Board AGTech Holdings Limited Sun Ho

Chairman & CEO

The Hong Kong Special Administrative Region of the People's Republic of China, 8 January 2015

As at the date of this announcement, the board of directors of the Company comprises (i) Mr. Sun Ho, Mr. Robert Geoffrey Ryan, Mr. Bai Jinmin and Mr. Liang Yu as executive directors of the Company; (ii) Mr. Ho King Fung, Eric as non-executive director of the Company; and (iii) Ms. Monica Maria Nunes, Mr. Wang Ronghua and Mr. Hua Fengmao as independent non- executive directors of the Company.

This announcement, for which the directors of AGTech Holdings Limited collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited 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 Announcement" page of the Growth Enterprise Market 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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