Crypto Flow Technology Limited — Proxy Solicitation & Information Statement 2012

Sep 25, 2012

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MelcoLot Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8198)

Form of proxy for use by shareholders of MelcoLot Limited (the “Company”) at the extraordinary general meeting of the Company (the “Meeting”) to be held on Monday, 15 October 2012 at 11:30 a.m.

I/We [(Note 1)] of being the registered holder(s) of capital of the Company, HEREBY APPOINT [(Note 3) ]

shares [(Note 2)] of HK$0.01 each in the of o r

failing him, the Chairman of the Meeting as my/our proxy to attend and act for me/us and on my/our behalf at the Meeting (or at any adjournment thereof), for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the Meeting to be held at Units 3101-2A, 31st Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong on Monday, 15 October 2012 at 11:30 a.m. and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit.

Please indicate with “✔” in the spaces provided how you wish your vote(s) to be cast.

	ORDINARY RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)
1.	To approve, confirm and ratify the sale and purchase agreement (the “Intralot Agreement”) dated 26 June 2012 and entered into among the Company, Rising Move International Limited and Intralot International Limited (“Intralot”) and the transactions contemplated thereunder.
2.	To approve, confirm and ratify the sale and purchase agreement (the “GCH Agreement”) dated 26 June 2012 and entered into between the Company and Global Crossing Holdings Ltd.(“GCH”)and the transactions contemplated thereunder.
3.	To approve the open offer and the underwriting agreement dated 14 August 2012 (the “Underwriting Agreement”) and entered into among the Company, Melco LottVentures Holdings Limited and Power Way Group Limited and the transactions contemplated thereunder.
4.	Subject to the passing of the ordinary resolution numbered 3 above, to approve the whitewash waiver as contemplated under the UnderwritingAgreement.
5.	To approve the increase in the authorised share capital of the Company from HK$20,000,000 divided into 2,000,000,000 Shares to HK$55,000,000 divided into 5,500,000,000 Shares bycreatingan additional 3,500,000,000 unissued Shares.
6.	To approve, confirm and ratify the exclusivity undertaking dated 13 August 2012 and entered into between Beijing Telenet Information Technology Ltd. and Beijing Intradak System TechnologyCo.,Ltd. and the transactions contemplated thereunder.
The followingordinaryresolutions be approved byat least three-fourths of the vote cast on apoll
7.	To approve the repurchase of the convertible bonds due on 9 December 2013 in the principal amount of HK$277,175,310 held by Intralot by the Company from Intralot at the consideration of HK$277,175,310 as contemplated under the Intralot Agreement.
8.	To approve the repurchase of the convertible bonds due on 13 December 2012 in the principal amount of HK$175,188,566 held by GCH by the Company from GCH at the consideration of HK$175,188,566 as contemplated under the GCH Agreement.

Dated this day of 2012

Shareholder’s signature [(Note 5)] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares in the Company registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

3. A shareholder of the Company may appoint a proxy of his/her choice who need not be a shareholder of the Company, but such appointed proxy must attend the Meeting in person to represent you. Please insert the name and address of the appointed proxy in the space provided. If no name is inserted, the Chairman of the Meeting will act as your proxy.

4. IMPORTANT : If you wish to vote for a resolution, please place a “✔” in the relevant box marked in the column headed “For”. If you wish to vote against a resolution, please place a “✔” in the relevant box marked in the column headed “Against”. Failure to tick either box will entitle your proxy to cast your vote at his/her discretion in respect of that resolution.

5. This form of proxy must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, either under its common seal or under the hand of an officer, attorney or other person duly authorised.

6. In the case of joint holders, any one of the joint holders may vote at the Meeting, either in person or by proxy, as if he/she were solely entitled thereto. But if more than one joint holder is present, whether in person or by proxy, only the vote of the senior holder will be counted. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

7. All resolutions will be put to vote by way of poll at the Meeting. Every shareholder of the Company presents in person (in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy shall have one vote for every fully paid share of which he/she/it is the holder. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.

8. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be deposited at the Company’s branch transfer office and share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 48 hours before the time appointed for the Meeting (or any adjournment thereof).

9. Any alterations made to this form of proxy must be initialed by the person who signs it.

10. Completion and delivery of this proxy form will not preclude you from attending and voting at the Meeting if you so wish and in such case, the form of proxy shall be deemed to be revoked.