Crypto Flow Technology Limited — Capital/Financing Update 2021

Feb 11, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

This joint announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Loto Interactive Limited nor shall there be any sale, purchase or subscription for securities of Loto Interactive Limited in any jurisdiction in which such offer, solicitation or sale would be unlawful absent the filing of a registration statement or the availability of an applicable exemption from registration or other waiver. This joint announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

==> picture [88 x 47] intentionally omitted <==

500.com Limited (Incorporated in the Cayman Islands with limited liability) (NYSE stock code: WBAI)

==> picture [33 x 32] intentionally omitted <==

==> picture [98 x 37] intentionally omitted <==

==> picture [31 x 17] intentionally omitted <==

Loto Interactive Limited (Incorporated in the Cayman Islands with limited liability) (Stock Exchange Stock Code: 8198)

JOINT SUPPLEMENTAL ANNOUNCEMENT

UPDATE IN RESPECT OF CERTAIN UNAUDITED FINANCIAL INFORMATION OF THE TARGET

This joint supplemental announcement is made by 500.com Limited (the “ Offeror ”) and Loto Interactive Limited (the “ Company ”, and together with its subsidiaries, the “ Group ”) pursuant to Rule 17.10 of the GEM Listing Rules and the Inside Information Provisions (as defined under the GEM Listing Rules) under Part XIVA of the SFO, and to provide the Shareholders and Optionholders with material new information in relation to the selected financial information of the Target that has come to the attention of the Board after the publication of the Joint Announcement (as defined below).

Reference is made to the joint announcement of the Offeror and the Company dated 28 January 2021 in relation to, among other things, the Subscription, the Acquisition, the Increase in Authorised Share Capital and the Offers (the “ Joint Announcement ”). Unless the context requires otherwise, capitalised terms used in this joint announcement have the same meanings as those defined in the Joint Announcement.

Pursuant to Rule 19.58 of the GEM Listing Rules, the unaudited results of the Target had been included in the Joint Announcement. The Company is currently in the process to prepare the shareholder circular relating to, among other things, the Subscription Agreement, the Acquisition Agreement and the transactions contemplated thereunder, in which the audited financial statement of the Target will be prepared and included.

– 1 –

The Offeror and the Company wish to inform the Shareholders and the Optionholders that, based on the updated financial results of the Target for the year ended 31 December 2020 available in the course of audit process and due to the provision of the PRC corporate income tax payable of its certain non-invoiced service income, in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants, the selected financial information of the Target for the year ended 31 December 2020 has been updated (the “ Updated Selected Financial Information ”) which differs from that as disclosed under the paragraph headed “MAJOR TRANSACTION RELATING TO THE ACQUISITION OF THE REMAINING 49% EQUITY INTEREST OF THE TARGET – Information about the parties to the Acquisition – The Target” on page 19 of both the English and Chinese versions of the Joint Announcement, and is set out as follows:

For the period since incorporation and up to For the year ended 31 December 2019 31 December 2020 (unaudited, (unaudited, approximately RMB) approximately RMB) Net (loss)/profit before tax (1.1) million 10.2 million (equivalent to (equivalent to approximately approximately HK$ (1.3) million) HK$12.2 million) Net (loss)/profit after tax (1.1) million 7.9 million (equivalent to (equivalent to approximately approximately HK$ (1.3) million) HK$9.5 million)

In addition, the unaudited net asset value of the Target as at 31 December 2020 has also been updated to approximately RMB156.9 million (equivalent to approximately HK$188.3 million), as opposed to the original RMB159.2 million (equivalent to approximately HK$191.0 million).

Save for the aforesaid, all other information contained in the Joint Announcement remained unchanged.

The Updated Selected Financial Information contained in this joint supplemental announcement is only based on a preliminary assessment made by the Board on the information currently available to it, including the updated financial results of the Target for the year ended 31 December 2020 which have not yet been fully audited by the Group’s auditor and may be subject to changes and adjustments.

– 2 –

Pursuant to Rule 10 of the Takeovers Code, disclosure of the Updated Selected Financial Information which represents an updated profit forecast statement to the unaudited financial information of the Target as disclosed in the Joint Announcement, should be reported on by the Company’s financial adviser and its auditors in accordance with Rule 10.4 of the Takeovers Code. In view of ensuring that there is a fair and informed market for the Shares subject to the Offers and the requirements of timely disclosure of inside information under Rule 17.10 of the GEM Listing Rules and the Inside Information Provisions (as defined under the GEM Listing Rules), the Company is required to issue this joint supplemental announcement as soon as practicable and given the time constraints, the Company has encountered genuine practical difficulties (time-wise or otherwise) in meeting the reporting requirements set out in Rule 10.4 of the Takeovers Code. The Updated Selected Financial Information does not meet the standard required under Rule 10 of the Takeovers Code. Shareholders and potential investors of the Company should exercise caution in placing reliance on the Updated Selected Financial Information in assessing the merits and demerits of the Acquisition. The final audited financial information of the Target will be disclosed in the circular relating to the Acquisition to be despatched to the Shareholders when the audit process is completed. Shareholders should note that there may be differences between the Updated Selected Financial Information as presented in this joint supplemental announcement and the final audited financial information to be presented in the circular to be issued by the Company to the Shareholders.

W A R N I N G : T H E S U B S C R I P T I O N A N D T H E A C Q U I S I T I O N A R E INTER-CONDITIONAL UPON EACH OTHER. AS THE SUBSCRIPTION COMPLETION AND THE ACQUISITION COMPLETION IS SUBJECT TO THE SATISFACTION OF THE SUBSCRIPTION CONDITIONS AND THE ACQUISITION CONDITIONS, RESPECTIVELY, THE SUBSCRIPTION AND/ OR THE ACQUISITION MAY OR MAY NOT PROCEED. IN ADDITION, THE OFFERS WILL ONLY BE MADE IF THE SUBSCRIPTION COMPLETION TAKES PLACE. ACCORDINGLY, THE OFFERS MAY OR MAY NOT BE MADE. THE ISSUE OF THIS JOINT ANNOUNCEMENT DOES NOT IN ANY WAY IMPLY THAT THE OFFERS WILL BE MADE. SHAREHOLDERS, OPTIONHOLDERS AND POTENTIAL INVESTORS OF THE COMPANY ARE ADVISED TO EXERCISE EXTREME CAUTION WHEN DEALING IN THE RELEVANT SECURITIES OF THE COMPANY. PERSONS WHO ARE IN DOUBT AS TO THE ACTION THEY SHOULD TAKE SHOULD CONSULT A LICENSED SECURITIES DEALER OR REGISTERED INSTITUTION IN SECURITIES, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS.

– 3 –

In this joint announcement, amounts denominated in RMB have been translated into HK$ at the rate of RMB = HK$1.2. Such conversion rates are for illustration purposes only and should not be construed as representations that the amounts in question have been, could have been or could be converted at any particular rate or at all.

By order of the board of directors By order of the Board of 500.com Limited Loto Interactive Limited Wu Shengwu Yan Hao Director Chief Executive Officer and Executive Director

Hong Kong, 11 February 2021

As at the date of this joint announcement, the Board of Directors comprises Ms. Zhang Jing (Chairman), Mr. Yan Hao[#] (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

This joint 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 joint announcement (other than the information relating to the Offeror and parties acting in concert with it and the future intentions of the Offeror regarding the Group) 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 joint announcement misleading.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than information relating to the Offeror and parties acting in concert with it and the future intentions of the Offeror regarding the Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Offeror and parties acting in concert with it) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

– 4 –

As at the date of this joint announcement, the directors of the Offeror are Mr. Wu Shengwu, Mr. Yu Bo, Mr. Sun Qian; the independent directors are Dr. Deng Honghui, Mr. Wei Yu and Ms. Wong, Yan Ki. All directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement including the information on the Offeror’s future intentions regarding the Group (other than information relating to the Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Group) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

This joint announcement will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least seven days from the date of its posting and on the website of the Company at www.lotoie.com.

In the case of inconsistency, the English text of this joint announcement shall prevail over the Chinese text.

– 5 –