Crypto Flow Technology Limited — M&A Activity 2021

Jun 18, 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.

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BIT Mining Limited

(Incorporated in the Cayman Islands with limited liability) (Formerly known as 500.com Limited)

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Loto Interactive Limited

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

(NYSE stock code: BTCM)

JOINT ANNOUNCEMENT

(1) CLOSE OF THE UNCONDITIONAL MANDATORY CASH OFFERS BY BOCOM INTERNATIONAL SECURITIES LIMITED FOR AND ON BEHALF OF THE OFFEROR TO ACQUIRE ALL THE ISSUED SHARES OF, AND CANCEL ALL OUTSTANDING OPTIONS OF, LOTO INTERACTIVE LIMITED (OTHER THAN THOSE ALREADY OWNED BY OR AGREED TO BE ACQUIRED BY THE OFFEROR AND THE PARTIES ACTING IN CONCERT WITH IT);

(2) RESULTS OF THE OFFERS;

(3) SETTLEMENT OF THE OFFERS; AND

(4) PUBLIC FLOAT

Financial adviser to the Offeror

Independent Financial Adviser to the Listing Rules Independent Board Committee and the Takeovers Code Independent Board Committee

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Reference is made to (i) the joint announcements dated 28 January 2021, 11 February 2021, 18 February 2021, 26 February 2021, 29 March 2021, 31 March 2021, 16 April 2021, 14 May 2021 and 28 May 2021; and (ii) the composite document dated 28 May 2021 (the “ Composite Document ”) jointly issued by BIT Mining Limited (formerly known as 500.com Limited) (the “ Offeror ”) and Loto Interactive Limited (the “ Company ”) in relation to, among other things, the entering into of the Subscription Agreement and the Acquisition Agreement, the Increase in Authorised Share Capital and the Offers. Unless otherwise defined, capitalised terms used in this joint announcement shall have the same meanings as those defined in the Composite Document.

CLOSE OF THE OFFERS

The Offeror and the Company jointly announce that the Offers were closed at 4:00 p.m. on Friday, 18 June 2021 and were not revised or extended.

RESULTS OF THE OFFERS

As at 4:00 p.m. on Friday, 18 June 2021, being the latest time and date for acceptance of the Offers as set out in the Composite Document, the Offeror had received:

• (i) valid acceptances in respect of a total of 30,642,534 Offer Shares under the Share Offer, representing 5.59% of the entire issued Shares as at the date of this joint announcement; and

• (ii) valid acceptance in respect of a total of 6,800,000 Options under the Option Offer (of which 6,570,000 Options had an exercise price of HK$0.26 per Share and 230,000 Options had an exercise price of HK$1.1 per Share), representing approximately 17.48% of the outstanding Options of the Company as at the Latest Practicable Date of the Composite Document (i.e. 25 May 2021).

SHAREHOLDING STRUCTURE OF THE COMPANY

Immediately prior to the commencement of the Offer Period and Subscription Completion, (i) the Offeror was interested in 127,871,432 Shares, representing approximately 33.74% of the then issued Shares of the Company; and (ii) the Offeror and parties acting in concert with it (including Mr. Law, Ms. Zhang Jing, Ms. Huang Lilan, Mr. Yuan Qiang and Mr. Yan Hao) were in aggregate interested in (a) 128,192,632 Shares, representing approximately 33.82% of the then issued Shares of the Company; and (b) 15,066,800 Options.

Immediately after Subscription Completion and prior to the making of the Offers, (i) the Offeror was interested in 297,226,271 Shares, representing approximately 54.20% of the then issued Shares of the Company; and (ii) the Offeror and parties acting in concert with it (including Mr. Law, Ms. Zhang Jing, Ms. Huang Lilan, Mr. Yuan Qiang and Mr. Yan Hao) were in aggregate interested in (a) 297,547,471 Shares, representing approximately 54.26% of the then issued Shares of the Company; and (b) 15,066,800 Options.

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Immediately after the close of the Offers, taking into account the valid acceptances in respect of a total of 30,642,534 Offer Shares and 6,800,000 Options under the Offers, (i) the Offeror was interested in 327,868,805 Shares, representing approximately 59.79% of the issued Shares of the Company as at the date of this joint announcement; and (ii) the Offeror and parties acting in concert with it (including Mr. Law, Ms. Zhang Jing, Ms. Huang Lilan, Mr. Yuan Qiang and Mr. Yan Hao) were in aggregate interested in (a) 328,190,005 Shares, representing approximately 59.85% of the entire issued Shares of the Company as at the date of this joint announcement; and (b) 15,066,800 Options.

Save as aforesaid, none of the Offeror or any of the parties acting in concert with it (including Mr. Law, Ms. Zhang Jing, Ms. Huang Lilan, Mr. Yuan Qiang and Mr. Yan Hao) (i) held, controlled or directed any Shares or Options or rights over the Shares immediately before the commencement of the Offer Period; (ii) acquired or agreed to acquire any Shares or Options or other securities of the Company or rights over the Shares during the Offer Period; or (iii) borrowed or lent any Shares or relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period.

Set out below is the shareholding structure of the Company (i) immediately after Subscription Completion and prior to the making of the Offers; and (ii) immediately after the close of the Offers and as at the date of this joint announcement:

	Immediately after the	Immediately after the	Immediately after	Immediately after
	Subscription Completion		the close of	the Offers and
	and prior to	the making of	as at the date of
Shareholders	the Offers		this joint announcement
	No. of	(Approximately)	No. of	(Approximately)
	Shares	%	Shares	%
The Offeror and parties acting in concert
with it
The Offeror	297,226,271	54.20	327,868,805	59.79
Ms. Zhang Jing	137,200	0.03	137,200	0.03
Mr. Yan Hao	–	–	–	–
Ms. Huang Lilan	–	–	–	–
Mr. Yuan Qiang	–	–	–	–
Mr. Law	184,000	0.03	184,000	0.03
Independent non-executive Directors
Dr. Lu Haitian	–	–	–	–
Mr. Lin Sen	–	–	–	–
Mr. Huang Jian	–	–	–	–

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	Immediately after the	Immediately after the	Immediately after	Immediately after
	Subscription Completion		the close of	the Offers and
	and prior to	the making of	as at the date of
Shareholders	the Offers		this joint announcement
	No. of	(Approximately)	No. of	(Approximately)
	Shares	%	Shares	%
Individual Shareholders under the Irrevocable
Undertakings (other than the parties acting
in concert with the Offeror)
Ms. Mak Lam	15,160,000	2.76	15,160,000	2.76
Mr. Li Qi	15,160,000	2.76	15,160,000	2.76
Mr. Mei Siyuan	6,316,000	1.15	6,316,000	1.15
Other public Shareholders	214,195,351	39.06	183,552,817	33.47
Total	548,378,822	100.00	548,378,822	100.00

Notes:

• (i) Given each of Ms. Zhang Jing, Ms. Huang Lilan and Mr. Yuan Qiang holds positions in the Subscriber and that Mr. Yan Hao is an executive Director who has a close working relationship with the aforementioned Directors and is privy to the discussion and negotiation of the Subscription with the Offeror, they are presumed to be parties acting in concert with the Offeror.

• (ii) Mr. Law is a substantial shareholder and a director of the Offeror, a former chairman and chief executive officer of the Offeror and is a party acting in concert with the Offeror.

• (iii) Certain percentage figures included in this table have been subject to rounding adjustments. Figures shown as totals may not be an arithmetic aggregation of the figures preceding them.

SETTLEMENT OF THE OFFERS

The amount due to an accepting Shareholder (less seller’s ad valorem stamp duty in respect of acceptances of the Share Offer) or an accepting Optionholder will be posted to the relevant Shareholder or Optionholder by ordinary post at its/his/her own risk as soon as possible, but in any event within seven (7) Business Days of the date of receipt by the Registrar of the duly completed Form(s) of Acceptance and all the relevant documents necessary to render the acceptance under the Offers complete, valid and in compliance with the Takeovers Code.

The latest date for posting of remittances for the amounts due in respect of valid acceptances received under the Offers is Tuesday, 29 June 2021.

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PUBLIC FLOAT

Immediately after the close of the Offers and as at the date of this joint announcement, subject to the due registration by the Registrar of the transfer of the Offer Shares in respect of which valid acceptances were received, 183,552,817 Shares, representing approximately 33.47% of the entire issued Shares of the Company, are held by the public (as defined in the Listing Rules). Accordingly, as at the date of this joint announcement, the Company continues to satisfy the minimum public float requirement under Rule 8.08(1) (a) of the Listing Rules.

By order of the board of directors By order of the Board of BIT Mining Limited Loto Interactive Limited (Formerly known as 500.com Limited) Yan Hao Wu Shengwu Chief Executive Officer and Director Executive Director

Hong Kong, 18 June 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) 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 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.

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As at the date of this joint announcement, the directors of the Offeror are Mr. Wu Shengwu, Mr. Yu Bo and Mr. Man San Vincent Law; the independent directors are Mr. Sun Qian, 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 (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.

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