Crypto Flow Technology Limited — Capital/Financing Update 2017

Jul 24, 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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MelcoLot Limited

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8198)

DISCLOSEABLE TRANSACTION SUBSCRIPTION OF NOTES

On 24 July 2017, the Company agreed to subscribe at par for HK$50 million in principal amount of 24-month quarterly puttable step-up coupon notes to be issued by BOCI. The terms of the subscription and the Notes are summarised in this announcement.

As the highest of the applicable percentage ratios (as set out in Rule 19.07 of the GEM Listing Rules) in respect of the Company’s subscription for the Notes exceeds 5% but is less than 25%, the Company’s subscription for the Notes constitutes a discloseable transaction for the Company and is, therefore, required to be announced under Chapter 19 of the GEM Listing Rules. The subscription for the Notes also constitutes an advance to an entity under Rule 17.15 of the GEM Listing Rules.

THE SUBSCRIPTION

On 24 July 2017, the Company agreed to subscribe, at par, for Notes in the principal amount of HK$50 million. The subscription is expected to be completed, and the Notes will be issued and paid for, on 31 July 2017, after the 2015 Notes have been redeemed by BOCI.

A summary of the principal terms of the subscription and the Notes is set out below:

Parties:

(1) BOCI, as issuer of the Notes

(2) The Company, as subscriber for the Notes

(3) BOCIHL, as guarantor of BOCI’s obligations under the Notes

Principal amount of Notes agreed to be subscribed:

HK$50 million

Subscription price:

HK$50 million payable in full in cash on completion of the subscription and issue of the Notes (being the value of the Notes for the purposes of Rule 19.58(7) of the GEM Listing Rules). The subscription price was determined as the amount equal to the principal amount of the Notes to be subscribed.

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Redemption price:

Maturity date:

Interest:

BOCI is required to redeem the Notes on their maturity date, at 100% of the principal amount of the Notes.

31 July 2019

The Notes are interest bearing. Interest is payable quarterly, at the applicable rates per annum specified below:

Quarter	1:	0.79%
Quarter	2:	0.79%
Quarter	3:	0.79%
Quarter	4:	0.79%
Quarter	5:	0.79%
Quarter	6:	0.79%
Quarter	7:	2.14%
Quarter	8:	2.70%

Interest is payable at the end of each quarter (each quarterly interest payment date is referred to herein an “ Interest Payment Date ”). Interest will be calculated based on the number of days elapsed in a year of 365 days.

Early redemption:

Status of the Notes:

The Company has the right to put each global bearer note representing the Notes (or part thereof), in whole but not in part, at par to BOCI on each Interest Payment Date from and including the fifth Interest Payment Date to and including the Interest Payment Date immediately preceding the maturity date, by giving not less than five (5) business days’ notice. If the Company exercises its right to put any global bearer note representing the Notes (or part thereof), BOCI would have a corresponding obligation to redeem such global bearer note in respect of which the put right has been exercised.

The Notes constitute general unsecured contractual obligations of BOCI, ranking equally with all other unsecured contractual obligations of BOCI.

The obligations of BOCI in respect of the Notes are guaranteed by BOCIHL. The guarantee constitutes general unsecured contractual obligations of BOCIHL.

No collateral is provided in respect of the Notes.

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Clearstream and Euroclear

Clearing system:

Form:

The Notes will be held in global bearer form in Clearstream and Euroclear and deposited with HSBC Hong Kong as common depository.

Listing:

The Notes will not be listed on a securities exchange.

REASONS FOR AND BENEFITS OF THE SUBSCRIPTION

The Group is continuing to pursue business opportunities. Pending the deployment of funds for new business opportunity that may arise, the Directors intend to enhance the return on surplus liquidity of the Company.

The Directors are of the opinion that subscribing for the Notes with part of the Group’s available cash balance will offer a better return on cash while keeping increased risks within prudent limits. Whilst the Company does not expect to need the amount subscribed for the Notes for investment in other projects prior to maturity of the Notes, the early redemption feature of the Notes provides flexibility to the Company to access the funds in the event the Group has any unexpected funding needs for any potential projects or otherwise. The Directors are of the view that the subscription for the Notes and the terms of the Notes, which were concluded as a result of arm’s length negotiations between the Company and BOCI, are fair and reasonable and in the interests of the Company and its shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

As the highest of the applicable percentage ratios (as set out in Rule 19.07 of the GEM Listing Rules) in respect of the Company’s subscription of the Notes exceeds 5% but is less than 25%, the Company’s subscription for the Notes constitutes a discloseable transaction for the Company and is, therefore, required to be announced under Chapter 19 of the GEM Listing Rules. The subscription for the Notes also constitutes an advance to an entity under Rule 17.15 of the GEM Listing Rules.

INFORMATION ON THE GROUP

The Group is engaged in the provision of lottery-related technologies, systems and solutions in the PRC. It is a distributor of high-quality and versatile lottery terminals and parts for the China Sports Lottery Administration Centre, which is the exclusive sports lottery operator in the PRC.

INFORMATION ON BOCI AND BOCIHL

BOCI is a company incorporated in the British Virgin Islands with limited liability and is a wholly-owned subsidiary of BOCIHL.

BOCIHL is a wholly-owned subsidiary of Bank of China Limited, within its investment banking division. Bank of China Limited is a company incorporated in the PRC, with its shares listed on the Stock Exchange and the Shanghai Stock Exchange. BOCIHL is principally engaged in corporate finance, mergers and acquisitions, financial advisory, equity securities, fixed income, derivative products, private wealth management, assets management, private equity and leveraged and structured finance.

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To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of BOCI and BOCIHL and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following terms have the meanings set out below:

“2015 Notes”	24-month quarterly puttable HK$ step-up coupon notes in
	denominations of HK$100,000 per note issued by BOCI on 29
	June 2015 with maturity on 30 June 2017, as described more
	particularly in the Company’s announcement dated 25 June
	2015
“BOCI”	BOCI Financial Products Limited
“BOCIHL”	BOC International Holdings Limited
“Company”	MelcoLot Limited
“connected person(s)”	has the meaning given to it in the GEM Listing Rules
“Director(s)”	the director(s) of the Company from time to time
“GEM”	the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“Group”	the Company and its subsidiaries from time to time
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Notes”	24-month quarterly puttable HK$ step-up coupon notes in
	denominations of HK$100,000 per note to be issued by BOCI
“PRC”	the People’s Republic of China, which for the purpose of this
	announcement excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent.
	By Order of the Board
	MelcoLot Limited
	Wang Bingzhong
	Executive Director and Chief Executive Officer

Hong Kong, 24 July 2017

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As at the date of this announcement, the Board of Directors comprises Mr. Pan Zhengming[] (Chairman), Mr. Wang Bingzhong[#] (Chief Executive Officer), Mr. Wu Jian[#] , Mr. Yu Min[] , Mr. Lu Haitian[+] , Mr. Yan Hao[+] and Mr. Lin Sen[+] .

• # Executive Director

• Non-executive Director

• + Independent Non-executive Director

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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