Crypto Flow Technology Limited — Proxy Solicitation & Information Statement 2008

Dec 8, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant, or other professional adviser.

If you have sold all your shares in Melco LottVentures Limited, you should at once hand this circular to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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Melco LottVentures Limited 新濠環彩有限公司

(incorporated in the Cayman Islands with limited liability) website: http://www.melcolottventures.com.hk (Stock Code: 8198)

PROPOSED CHANGE OF AUDITORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting of the Company to be held at 31st Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong on Tuesday, 23 December 2008 at 3:30 p.m. is set out on pages 5 to 6 of this circular.

Whether or not you intend to attend and vote at the extraordinary general meeting, you are requested to complete and return the enclosed form of proxy to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Rooms 1806-7, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the extraordinary general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjournment thereof should you so wish.

This circular will remain on the “Latest Company Announcements” page of the GEM website at www. hkgem.com for at least 7 days and the Company’s website at www.melcolottventures.com.hk from the date of its publication.

8 December 2008

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

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DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the context requires otherwise.

“Board”	the board of Directors
“CCIF”	CCIF CPA Limited
“Change of Auditors”	the resignation of CCIF as auditors of the Group and the proposed
	appointment of Deliotte as auditors of the Group following the
	resignation of CCIF upon the approval of the Shareholders by
	an ordinary resolution at the EGM and to hold office until the
	conclusion of the next annual general meeting of the Company
“Company”	Melco LottVentures Limited, a company incorporated in the
	Cayman Islands and the Shares are listed on GEM
“Deloitte”	Deloitte Touche Tohmatsu
“Directors”	the directors of the Company
“EGM”	the extraordinary general meeting of the Company to be held
	and convened to consider and approve the proposed Change of
	Auditors
“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
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Share(s)”	ordinary shares of HK$0.01 each in the issued share capital of the
	Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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Melco LottVentures Limited 新濠環彩有限公司

(incorporated in the Cayman Islands with limited liability) website: http://www.melcolottventures.com.hk (Stock Code: 8198)

Executive Directors: Mr. Chan Sek Keung, Ringo Mr. Ko Chun Fung, Henry

Independent non-executive Directors:

Mr. David Tsoi Mr. Pang Hing Chung, Alfred Mr. So Lie Mo, Raymond

Registered office: 4th Floor, Scotia Centre P.O. Box 2804 George Town Grand Cayman KY1-1112 Cayman Islands British West Indies

Head office and principal place of business in Hong Kong: 31st Floor, The Centrium 60 Wyndham Street Central Hong Kong

8 December 2008

To the Shareholders,

Dear Sir/Madam,

PROPOSED CHANGE OF AUDITORS

INTRODUCTION

Reference is made to the announcement of the Company dated 4 December 2008 in relation to the proposed Change of Auditors. The purpose of this circular is to provide you with (i) details of the proposed Change of Auditors; and (ii) the notice of EGM.

PROPOSED CHANGE OF AUDITORS

The Board announced that CCIF has resigned as auditors of the Group with effect from 26 November 2008. The Board proposes to appoint Deloitte as the new auditors of the Group to fill the causal vacancy following the resignation of CCIF. Pursuant to the articles of association of the Company, such appointment has to be approved by the Shareholders at the EGM.

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LETTER FROM THE BOARD

The reason for the change of the Company’s auditors is due to the fact that the Company could not reach consensus with CCIF on the audit fee for the year ending 31 December 2008 which the Board considers it to be in the interests of the Shareholders as a whole.

CCIF has confirmed that there are no circumstances in respect of their resignation which they consider should be brought to the attention of the Shareholders or creditors of the Group. To the best knowledge of the Directors, there are also no circumstances connected with the Change of Auditors which they consider should be brought to the attention of the Shareholders or creditors of the Group.

CCIF has not yet commenced any audit work on the accounts of the Company and its subsidiaries for the financial year ending 31 December 2008. It is expected that the Change of Auditors of the Company will not affect the audit and the release of the annual results of the Company for the financial year ending 31 December 2008.

RESPONSIBILITY STATEMENT

This circular, 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:

• (1) the information contained in this circular is accurate and complete in all material respects and not misleading;

• (2) there are no other matters the omission of which would make any statement in this circular misleading; and

• (3) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

PROCEDURES FOR DEMANDING A POLL BY THE SHAREHOLDERS

Article 66 of the Company’s articles of association sets out the procedures by which Shareholders of the Company may demand a poll.

A resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (a) by the Chairman of such meeting; or

• (b) by at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

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LETTER FROM THE BOARD

• (c) by a Shareholder of Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• (d) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and holding Shares in the Company conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.

A demand by a person as proxy for a Shareholder or in the case of a Shareholder being a corporation by its duly authorised representative shall be deem to be the same as a demand by a Shareholder.

ACTION TO BE TAKEN

Set out on pages 5 to 6 of this circular is a notice convening the EGM to consider and if thought fit, to approve the ordinary resolution relating to the proposed Change of Auditors. A form of proxy for use at the EGM is enclosed herewith. Whether or not you intend to attend and vote at the EGM, you are requested to complete and return the enclosed form of proxy to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Rooms 1806-7, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

RECOMMENDATION

The Directors are of the opinion that the proposed Change of Auditors is in the best interests of the Company and the Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of the ordinary resolution approving the proposed Change of Auditors at the EGM.

Yours faithfully, For and on behalf of the board of directors of Melco LottVentures Limited CHAN Sek Keung, Ringo Chairman

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NOTICE OF EGM

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Melco LottVentures Limited 新濠環彩有限公司

(incorporated in the Cayman Islands with limited liability)

website: http://www.melcolottventures.com.hk

(Stock Code: 8198)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Melco LottVentures Limited (the “ Company ”) will be held at 31st Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong on Tuesday, 23 December 2008 at 3:30 p.m., for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT the resignation of CCIF CPA Limited be and is hereby approved and Deloitte Touche Tohmatsu, be and is hereby appointed as the auditors of the Company and its subsidiaries to fill the vacancy following the resignation of CCIF CPA Limited, and to hold office until the conclusion of the next annual general meeting of the Company and that the board of directors of the Company be authorised to fix their remuneration.”

By order of the Board of Melco LottVentures Limited Pang Kin Man, Edmond Company Secretary

Hong Kong, 8 December 2008

Registered office: 4th Floor, Scotia Centre P.O. Box 2804 George Town Grand Cayman KY1-1112 Cayman Islands British West Indies

Head office and principal place of business in Hong Kong: 31st Floor, The Centrium 60 Wyndham Street Central Hong Kong

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NOTICE OF EGM

Notes:

• (i) A Shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A Shareholder who is holder of two or more Shares may appoint more than one proxy to attend and vote instead of him. A proxy need not be a Shareholder of the Company.

• (ii) In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Rooms 1806-7, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 48 hours before the time appointed for the meeting (or any adjournment thereof).

• (iii) Completion and return of the form of proxy will not preclude Shareholders of the Company from attending and voting in person at the meeting or any adjournment thereof should they so desire.

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