Crypto Flow Technology Limited — Capital/Financing Update 2012

Dec 12, 2012

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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MelcoLot Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8198)

DISTRIBUTION-IN-SPECIE AND DISPOSAL OF THE SHARES AND

CONVERSION OF THE 2012 CONVERTIBLE BONDS

This announcement is a voluntary disclosure made by the Company to provide its shareholders and potential investors with updated information in relation to the development of the Company.

The Board announces that, on 12 December 2012, Power Way carried out a distribution-in-specie of all the Shares held by it to its shareholders, namely Melco LV and GCH in proportion to their respective shareholdings in Power Way. Accordingly, Power Way transferred 767,735,805 Shares to Melco LV on 12 December 2012, while 214,000,000 Shares out of the 377,625,682 Shares, being part of GCH’s entitlement under the Distribution, were directly transferred to two Independent Third Parties at the direction of GCH on the same date. The remaining 163,625,682 Shares were transferred by Power Way to GCH on the same date.

The Board also announces that, on 12 December 2012, Melco LV exercised its rights to convert the outstanding 2012 Convertible Bonds in the principal amount of HK$40,000,000 into 57,142,857 Shares at the prevailing conversion price of HK$0.70 per conversion Share.

This announcement is a voluntary disclosure made by MelcoLot Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) to provide its shareholders and potential investors with updated information in relation to the development of the Company.

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DISTRIBUTION-IN-SPECIE OF THE SHARES HELD BY POWER WAY AND DISPOSAL OF THE SHARES HELD BY GCH

The board (the “ Board ”) of the directors (the “ Directors ”) of the Company announces that, on 12 December 2012, the Company was informed by Power Way Group Limited (“ Power Way ”), a shareholder of the Company, that Power Way carried out a distribution-in-specie of all the 1,145,361,487 shares of the Company (the “ Shares ”) held by it to its shareholders, namely Melco LottVentures Holdings Limited (“ Melco LV ”) and Global Crossing Holdings Ltd. (“ GCH ”) in proportion to their respective shareholdings in Power Way (the “ Distribution ”).

Accordingly, Power Way transferred 767,735,805 Shares to Melco LV on 12 December 2012, while 214,000,000 Shares out of the 377,625,682 Shares, being part of GCH’s entitlement under the Distribution, were directly transferred to two third parties (“ Independent Third Parties ”) who are independent of the Company and its connected persons (as defined in the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited (the “ GEM Listing Rules ”)) at the direction of GCH on the same date (the “ Disposal ”) pursuant to two sale and purchase agreements both dated 3 December 2012 and entered into between GCH and the two Independent Third Parties respectively. None of the Independent Third Parties will become a substantial shareholder of the Company upon the completion of aforesaid transfer. The remaining 163,625,682 Shares (being 377,625,682 Shares less 214,000,000 Shares) were transferred by Power Way to GCH on the same date.

CONVERSION OF THE OUTSTANDING 2012 CONVERTIBLE BONDS

The Board also announces that, on 12 December 2012, Melco LV, being the holder of the outstanding 0.1% convertible bonds of the Company due on 13 December 2012 (the “ 2012 Convertible Bonds ”), exercised its rights to convert the outstanding 2012 Convertible Bonds in the principal amount of HK$40,000,000 into 57,142,857 Shares at the prevailing conversion price of HK$0.70 per conversion Share (the “ Conversion ”). Following completion of the Conversion and as at the date of this announcement, the outstanding principal amount of the 2012 Convertible Bonds held by Melco LV is reduced to HK$240,505,732 which entitles Melco LV to subscribe for 343,579,617 Shares if Melco LV exercises the conversion rights attached thereto in full at the prevailing conversion price of HK$0.70 per conversion Share.

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SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company immediately before and after completions of the Distribution, the Disposal and the Conversion are as follows:

Immediately before completions of the Distribution, the Disposal and the Conversion No. of Approx. % of Shareholders Shares issued Shares Melco LV 356,879,747 16.03% Power Way 1,145,361,487 51.45% Intralot International Limited 73,585,851 3.31% Directors of the Group and their respective associates 63,856,500 2.87% 1,639,683,585 73.66% Public GCH 53,787,042 2.41% Other shareholders 532,628,692 23.93% Total 2,226,099,319 100.00%	Immediately after completions of the Distribution, the Disposal and the Conversion No. of Approx. % of Shares issued Shares 1,181,758,409 51.76% – 0.00% 73,585,851 3.22% 63,856,500 2.80% 1,319,200,760 57.78% 217,412,724 9.52% 746,628,692 32.70% 2,283,242,176 100.00%	Immediately after completions of the Distribution, the Disposal and the Conversion No. of Approx. % of Shares issued Shares 1,181,758,409 51.76% – 0.00% 73,585,851 3.22% 63,856,500 2.80% 1,319,200,760 57.78% 217,412,724 9.52% 746,628,692 32.70% 2,283,242,176 100.00%
		57.78% 9.52% 32.70%
		100.00%

By Order of the Board MelcoLot Limited Ko Chun Fung, Henry Executive Director and Chief Executive Officer

Hong Kong, 12 December 2012

As at the date of this announcement, the Board consists of one Executive Director, namely Mr. Ko Chun Fung, Henry, two Non-executive Directors, namely Mr. Chan Sek Keung, Ringo (Chairman) and Mr. Wang, John Peter Ben, and three Independent Nonexecutive Directors, namely Mr. Tsoi, David, Mr. Pang Hing Chung, Alfred and Mr. So Lie Mo, Raymond.

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.melcolot.com.

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