Crypto Flow Technology Limited — Board/Management Information 2020

Sep 1, 2020

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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Loto Interactive Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8198)

(1) APPOINTMENT OF EXECUTIVE DIRECTOR AND CHIEF EXECUTIVE OFFICER;

(2) RESIGNATION OF EXECUTIVE DIRECTOR AND CHIEF EXECUTIVE OFFICER; AND

(3) CHANGE OF AUTHORISED REPRESENTATIVE AND COMPLIANCE OFFICER

The Board announces that Mr. Yan Hao has been appointed as (i) an executive Director; and (ii) an additional chief executive officer of the Company with effect from 1 September 2020.

The Board announces that Mr. Wang Bingzhong has resigned as (i) an executive Director; and (ii) a chief executive officer of the Company with effect from 31 October 2020 due to his intention to devote more time on his personal business.

The Board announces that following Mr. Wang’s resignation:

• (1) Mr. Wang will cease to act as (i) an authorised representative of the Company as required under Rule 5.24 of the GEM Listing Rules; and (ii) the compliance officer of the Company as required under Rule 5.19 of the GEM Listing Rules with effect from 31 October 2020; and

• (2) Mr. Yan has been appointed as (i) an authorised representative of the Company as required under Rule 5.24 of the GEM Listing Rules; and (ii) the compliance officer of the Company as required under Rule 5.19 of the GEM Listing Rules with effect from 1 November 2020.

APPOINTMENT OF EXECUTIVE DIRECTOR AND CHIEF EXECUTIVE OFFICER

The board (the “ Board ”) of directors (the “ Directors ”, and each a “ Director ”) of Loto Interactive Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) announces that Mr. Yan Hao (“ Mr. Yan ”) has been appointed as (i) an executive Director; and (ii) an additional chief executive officer of the Company with effect from 1 September 2020. His biographical details are set out below:

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Mr. Yan Hao

Mr. Yan Hao, aged 41, was an independent non-executive Director from 10 July 2017 to 7 August 2020. He was also the chairman of the Remuneration Committee and a member of the Nomination Committee of the Company from 10 July 2017 to 7 August 2020. Mr. Yan is currently a lawyer of Junzejun Law Offices. Mr. Yan currently serves as an arbitrator for the World Intellectual Property Organization, the Hong Kong International Arbitration Centre, the Shenzhen Court of International Arbitration, and the Guangzhou Arbitration Commission, respectively, as well as a panellist of the Asian Domain Name Dispute Resolution Centre. Mr. Yan obtained a bachelor of laws from Wuhan University in 2001, a master of laws from the University of Hong Kong in 2003 and a master of laws from Stanford University in 2016. Mr. Yan is qualified to practice law in the PRC and is also a registered foreign lawyer in Hong Kong.

Save as disclosed above, Mr. Yan confirms that (i) he has not held any directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas during the past three years; (ii) he does not hold any other position with the Company or any of its subsidiaries; and (iii) he does not have any relationships with any Directors, senior management, substantial shareholders or controlling shareholders (each as respectively defined in the Rules Governing the Listing of Securities on GEM (the “ GEM Listing Rules ”) of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”)) of the Company.

As at the date of this announcement, Mr. Yan has personal interests of 3,300,000 share options of the Company granted under the share option scheme of the Company. Save as disclosed above, Mr. Yan does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or interests in debentures of the Company and its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Mr. Yan has entered into a letter of appointment with the Company as an executive Director and a service contract with the Company as the additional chief executive officer of the Company, each for a term of three years commencing from 1 September 2020. He will be subject to rotation and re-election at general meeting of the Company in accordance with the articles of association of the Company. He shall hold office until the next following general meeting of the Company and be eligible for re-election at that meeting pursuant to the articles of association of the Company. Mr. Yan will be entitled to a director’s fee of HK$250,000 per annum and an additional remuneration of HK$1,500,000 per annum in his capacity as a chief executive officer of the Company. Mr. Yan will also be entitled to a discretionary bonus payment in such amount and payable at such time as shall be determined by the Board in its absolute discretion for his directorship in the Company, which was recommended by the Company’s remuneration committee and determined by the Board with reference to his duties and responsibilities as well as his qualifications, experience and the prevailing market conditions.

Save as disclosed above, there are no other matters relating to the appointment of Mr. Yan as an executive Director and an additional chief executive officer of the Company that need to be brought to the attention of the shareholders of the Company (the “ Shareholders ”) and there is no other information that should be disclosed pursuant to Rules 17.50(2) (h) to (v) of the GEM Listing Rules.

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RESIGNATION OF EXECUTIVE DIRECTOR AND CHIEF EXECUTIVE OFFICER

The Board announces that Mr. Wang Bingzhong (“ Mr. Wang ”) has resigned as (i) an executive Director; and (ii) a chief executive officer of the Company with effect from 31 October 2020 due to his intention to devote more time on his personal business.

Mr. Wang confirmed that he has no disagreement with the Board and that there is no matter in connection with his resignation that needs to be brought to the attention of the Shareholders and/or the Stock Exchange.

CHANGE OF AUTHORISED REPRESENTATIVE AND COMPLIANCE OFFICER

The Board announces that following Mr. Wang’s resignation:

• (1) Mr. Wang will cease to act as (i) an authorised representative of the Company as required under Rule 5.24 of the GEM Listing Rules; and (ii) the compliance officer of the Company as required under Rule 5.19 of the GEM Listing Rules with effect from 31 October 2020; and

• (2) Mr. Yan has been appointed as (i) an authorised representative of the Company as required under Rule 5.24 of the GEM Listing Rules; and (ii) the compliance officer of the Company as required under Rule 5.19 of the GEM Listing Rules with effect from 1 November 2020.

The Board would like to take this opportunity to thank Mr. Wang for his valuable contribution and services during his tenure of office. The Board wishes to extend its warm welcome to Mr. Yan’s appointment as an executive Director and an additional chief executive officer.

By Order of the Board Loto Interactive Limited Wang Bingzhong

Chief Executive Officer and Executive Director

Hong Kong, 1 September 2020

As at the date of this announcement, the Board of Directors comprises Ms. Zhang Jing* (Chairman), Mr. Wang Bingzhong[#] (Co-Chief Executive Officer), Mr. Yan Hao[# ] (Co-Chief Executive Officer), Ms. Huang Lilan[#] , Mr. Yuan Qiang*, Dr. Lu Haitian[+] , Mr. Lin Sen[+ ] and Mr. Huang Jian[+] .

• # Executive Director

• Non-executive Director

• + Independent Non-executive Director

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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 at www.hkgem.com for a minimum period of 7 days from the date of its publication and on the Company’s website at www.lotoie.com.

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