Crypto Flow Technology Limited — M&A Activity 2022

Jul 25, 2022

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 purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Loto Interactive Limited nor is it a solicitation of any acceptance, vote or approval in any jurisdiction.

MANFUL KINGDOM LIMITED 萬豐興業有限公司

(incorporated in Hong Kong with limited liability)

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

JOINT ANNOUNCEMENT

(1) COMPLETION OF ACQUISITION OF SHARES IN LOTO INTERACTIVE LIMITED BY MANFUL KINGDOM LIMITED;

AND

(2) MANDATORY UNCONDITIONAL CASH OFFERS BY LEGO SECURITIES LIMITED

FOR AND ON BEHALF OF MANFUL KINGDOM LIMITED TO ACQUIRE ALL THE ISSUED SHARES OF AND TO CANCEL ALL OUTSTANDING SHARE OPTIONS OF LOTO INTERACTIVE LIMITED

(OTHER THAN THOSE ALREADY OWNED AND/OR AGREED TO BE ACQUIRED BY MANFUL KINGDOM LIMITED AND/OR PARTIES ACTING IN CONCERT WITH IT)

Financial adviser to Manful Kingdom Limited

Financial adviser to the Company

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Independent Financial Adviser to the Independent Board Committee

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Reference is made to the announcement jointly published by the Offeror and the Company dated 20 July 2022 in relation to, among others, the Share Purchase Agreement and the Offers (the “ Joint Announcement ”). Unless otherwise stated, terms used in this joint announcement shall have the same meanings as those defined in the Joint Announcement.

COMPLETION OF THE SHARE PURCHASE AGREEMENT

The Offeror and the Company (as informed by the Vendor and the Offeror) are pleased to announce that Completion took place on 25 July 2022. Pursuant to the Share Purchase Agreement, the Offeror acquired a total of 279,673,200 Shares, representing approximately 51.00% of the entire issued share capital of the Company, for a total consideration of HK$78,308,496, equivalent to HK$0.28 per Sale Share.

Immediately before Completion, Ms. Mak Lam, being a member of the Offeror Concert Party Group, was interested in 15,160,000 Shares, which represents approximately 2.76% of the total issued share capital of the Company as at the date of this joint announcement. Immediately upon Completion, the Offeror Concert Party Group is in aggregate interested in a total of 294,833,200 Shares, representing approximately 53.76% of the total issued share capital of the Company as at the date of this joint announcement.

MANDATORY UNCONDITIONAL CASH OFFERS

Pursuant to Rule 26.1 and Rule 13.5 of the Takeovers Code, upon Completion, the Offeror is required to make mandatory unconditional cash offers (i) to acquire all the issued Shares (other than those already owned and/or agreed to be acquired by the Offeror Concert Party Group); and (ii) to cancel all the outstanding Share Options.

Lego Securities, on behalf of the Offeror and in compliance with the Takeovers Code, will make the Offers to acquire all the Offer Shares and to cancel all the outstanding Share Options on terms to be set out in the Composite Document to be issued in accordance with the Takeovers Code.

DESPATCH OF THE COMPOSITE DOCUMENT

Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document containing, among other things, (i) the terms of the Offers; (ii) the recommendation from the Independent Board Committee to the Offer Shareholders and the Offer Optionholders; and (iii) the advice from the Independent Financial Adviser in respect of the Offers, together with the Form(s) of Acceptance, will be despatched to the Shareholders on or before 10 August 2022 in accordance with the Takeovers Code, or such other date as the Executive may approve. Further announcement(s) regarding the despatch of the Composite Document will be made by the Offeror and the Company as and when appropriate.

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Offer Shareholders and Offer Optionholders are strongly advised to read the Composite Document carefully before deciding whether or not to accept the Offers. Shareholders, Optionholders and potential investors should exercise caution when dealing in the securities of the Company. If the Shareholders, Optionholders and potential investors are in any doubt about their position, they should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

By order of the board of By order of the Board of Manful Kingdom Limited Loto Interactive Limited Mak Lam Yan Hao Director Chief Executive Officer and Executive Director

Hong Kong, 25 July 2022

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. Yang Xianfeng, Dr. Lu Haitian[+] , Mr. Lin Sen[+] and Mr. Huang Jian[+] .

Executive Director

• Non-executive Director

• • Independent Non-executive Director

This joint announcement includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than those relating to the Offeror or any of its associates or 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 sole director of the Offeror) 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 statements in this joint announcement misleading.

As at the date of this joint announcement, the sole director of the Offeror is Ms. Mak Lam.

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The sole director of the Offeror and Mr. Fu Jiepin jointly and severally accept full responsibility for the accuracy of information contained in this joint announcement (other than those relating to the Group, the Vendor or any of their associates or any parties acting in concert with them) 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 Directors) 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 statements in this joint announcement misleading.

This joint announcement will remain on the “Latest Listed Company Information” page of the Stock Exchange’s website at www.hkexnews.hk for at least 7 days from the date of its publication and on the Company’s website 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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