Crypto Flow Technology Limited — M&A Activity 2017

Jul 10, 2017

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 the Company.

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500.com Limited

(Incorporated in the Cayman Islands with limited liability) (NYSE stock code: WBAI)

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

JOINT ANNOUNCEMENT

(1) LEVEL OF ACCEPTANCE

(2) LAPSE OF CONDITIONAL MANDATORY CASH OFFERS BY CCB INTERNATIONAL CAPITAL LIMITED FOR AND ON BEHALF OF THE OFFEROR

TO ACQUIRE ALL THE ISSUED SHARES OF MELCOLOT LIMITED (OTHER THAN THOSE ALREADY OWNED BY OR AGREED TO BE ACQUIRED BY THE OFFEROR AND THE PARTIES ACTING IN CONCERT WITH IT)

AND

TO CANCEL ALL OUTSTANDING OPTIONS OF MELCOLOT LIMITED

Financial adviser to the Offeror

LEVEL OF ACCEPTANCE

As at 4:00 p.m. on 10 July 2017, being the latest time for acceptance of the Offers, the Offeror has received (i) valid acceptances in respect of a total of 4,943,171 Offer Shares, representing approximately 0.16% of the issued share capital of the Company; and (ii) valid acceptances in respect of a total of 81,007,422 Options, representing approximately 69.4% of the outstanding Options of the Company as at the date of this joint announcement. Taking into account the Acceptance Shares and the Shares already owned by the Offeror, the Offeror and parties acting in concert with it, are interested in a total of 1,283,657,500 Shares, representing approximately 40.81% of the total issued of the Company as at the date of this joint announcement.

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LAPSE OF THE OFFERS

The Offers are conditional upon valid acceptances being received by 4:00 p.m. on 10 July 2017, which would result in the Offeror and parties acting in concert with it holding more than 50% of the voting rights in the Company. Accordingly, the condition of the Offers has not been satisfied, the Offers have not become unconditional and lapsed on the Closing Date and there will be no extension or revision of the Offers.

Reference is made to the joint announcement dated 29 May 2017 and composite document dated 19 June 2017 jointly issued by 500.com Limited and MelcoLot Limited (the “ Composite Document ”) in relation to, among other things, the Offers. Unless otherwise stated, capitalised terms and expressions used herein shall have the respective meanings given to them in the Composite Document unless the context otherwise requires.

LEVEL OF ACCEPTANCE

As at 4:00 p.m. on 10 July 2017 (the “ Closing Date ”), being the latest time for acceptance of the Offers, the Offeror has received (i) valid acceptances in respect of a total of 4,943,171 Offer Shares (the “ Acceptance Shares ”), representing approximately 0.16% of the issued share capital of the Company; and (ii) valid acceptances in respect of a total of 81,007,422 Options, representing approximately 69.4% of the outstanding Options of the Company as at the date of this joint announcement. Taking into account the Acceptance Shares and the Shares already owned by the Offeror, the Offeror and parties acting in concert with it, are interested in a total of 1,283,657,500 Shares, representing approximately 40.81% of the total issued of the Company as at the date of this joint announcement.

Prior to the commencement of the Offer Period (i.e. 22 May 2017), the Offeror and parties acting in concert with it did not own any Shares, convertible securities, options, warrants or derivatives of the Company. Upon Share Purchase Completion and as at the date of this joint announcement, the Offeror and parties acting in concert with it were interested in 1,278,714,329 Shares, representing approximately 40.65% of the total issued Shares.

Save for the Sale Shares, the Offeror and parties acting in concert with it has neither acquired nor agreed to acquire any Shares or rights over Shares during the Offer Period up to and including the date of this joint announcement. The Offeror and parties acting in concert with it has neither borrowed nor lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period up to and including the date of this joint announcement.

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LAPSE OF THE OFFERS

The Offers are conditional upon valid acceptances being received by 4:00 p.m. on the Closing Date, which would result in the Offeror and parties acting in concert with it holding more than 50% of the voting rights in the Company. Accordingly, the condition of the Offers has not been satisfied, the Offers have not become unconditional and lapsed on the Closing Date and there will be no extension or revision of the Offers.

As the Offers have lapsed on the Closing Date, the share certificates and/or transfer receipts and/or other documents of title of the Offer Shares and the Options tendered for acceptance under the Offers will be, as soon as possible but in any event within ten (10) days after the Offers have lapsed (i.e. 20 July 2017), returned to the Independent Shareholders and the Optionholders (as the case may be) who have accepted the Offers by ordinary post and at the own risks of the Independent Shareholders and the Optionholders.

By order of the board of By order of the Board of 500.com Limited MelcoLot Limited Pan Zhengming Wang Bingzhong Director Executive Director and Chief Executive Officer

Hong Kong, 10 July 2017

As at the date of this joint announcement, the Board comprises the following Directors:

Executive Directors:

Mr. Wang Bingzhong Mr. Wu Jian

Non-executive Director:

Mr. Pan Zhengming Mr. Yu Min

Independent non-executive Directors:

Mr. Lin Sen Mr. Lu Haitian Mr. Yan Hao

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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) 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, Mr. Ko Chun Fung, Henry, Mr. Tsang Yuen Wai, Samuel, Mr. Tam Chi Wai, Dennis, Mr. Tsui Che Yin, Frank, Mr. Tsoi, David, Mr. Pang Hing Chung, Alfred and Ms. Chan Po Yi, Patsy 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 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.

As at the date of this joint announcement, the directors of the Offeror are Lian Qi, Bo Yu, and Zhengming Pan; the independent directors are Honghui Deng, Yu Wei, Qian Sun and Angel Yan Ki Wong. All directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (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.melcolot.com.

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