Crypto Flow Technology Limited — Proxy Solicitation & Information Statement 2017

Aug 21, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in MelcoLot Limited (the “ Company ”), you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

==> picture [52 x 54] intentionally omitted <==

==> picture [51 x 31] intentionally omitted <==

MelcoLot Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8198)

PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT UNDER THE SHARE OPTION SCHEME, AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover shall have the same meanings as defined in this circular.

A notice convening an extraordinary general meeting (“ EGM ”) of the Company to be held at Room 2001, 20th Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Friday, 8 September 2017 at 11:20 a.m. (or so soon thereafter as the extraordinary general meeting of the Company convened on the same day and at the same place at 11:00 a.m. shall have been concluded or adjourned) is set out on pages EGM-1 to EGM-2 of this circular. Whether or not you are able to attend the EGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of 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 desire and in such case, the proxy form shall be deemed to be revoked.

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

22 August 2017

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 Stock 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.

– i –

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– ii –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“Board” the board of Director(s) “Company” MelcoLot Limited, a company incorporated in the Cayman Islands with limited liability, whose Shares are listed on GEM “Director(s)” the director(s) of the Company “EGM” the extraordinary general meeting of the Company to be held at Room 2001, 20th Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Friday, 8 September 2017 at 11:20 a.m. (or so soon thereafter as the extraordinary general meeting of the Company convened on the same day and at the same place at 11:00 a.m. shall have been concluded or adjourned), at which an ordinary resolution will be proposed to approve, if thought fit, the refreshment of Scheme Mandate Limit

“Eligible Participant(s)” full time or part time employees of the Group (including any directors, whether executive or non-executive and whether independent or not, of the Company or any subsidiary) and any suppliers, consultants, agents and advisers eligible for Share Options under the Share Option Scheme “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 “Latest Practicable Date” 18 August 2017, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information referred to in this circular “Proposed Refreshment” the proposed refreshment of the Scheme Mandate Limit under the Share Option Scheme at EGM

– 1 –

DEFINITIONS

“Scheme Mandate Limit” the limit imposed under the Share Option Scheme on the total number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme, being 10% of the Company’s total number of Shares in issue as at the date of adoption of the Share Option Scheme and thereafter, if refreshed, shall not exceed 10% of the Shares in issue as at the date of approval of the proposed refreshment by the Shareholders “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Share Option Scheme” the share option scheme adopted by the Company pursuant to an ordinary resolution passed by the Shareholders on 18 May 2012 “Share Options” the share options granted by the Company entitling the holders thereof to subscribe for new Shares pursuant to the Share Option Scheme “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong “%” per cent.

– 2 –

LETTER FROM THE BOARD

==> picture [52 x 53] intentionally omitted <==

==> picture [51 x 32] intentionally omitted <==

MelcoLot Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8198)

Directors:

Mr. Pan Zhengming* (Chairman) Mr. Wang Bingzhong[#] (Chief Executive Officer)

Mr. Wu Jian[#] Mr. Yu Min* Mr. Lu Haitian[+]

Mr. Yan Hao[+] Mr. Lin Sen[+]

• Executive Director

• Non-executive Director

• • Independent Non-executive Director

Registered office: P.O. Box 31119 Grand Pavilion, Hibiscus Way 802 West Bay Road Grand Cayman, KY1-1205 Cayman Islands

Head office and principal place of business in Hong Kong: Room 2001, 20th Floor China Merchants Tower Shun Tak Centre 168-200 Connaught Road Central Hong Kong

22 August 2017

To the Shareholders

Dear Sir or Madam,

PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT UNDER THE SHARE OPTION SCHEME, AND NOTICE OF EXTRAORDINARY GENERAL MEETING

(1) INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolution to be proposed at the EGM relating to the refreshment of the Scheme Mandate Limit under the Share Option Scheme so that you can make an informed decision thereon and to give you notice of the EGM.

– 3 –

LETTER FROM THE BOARD

(2) PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT

Pursuant to the GEM Listing Rules and the Share Option Scheme, the total number of Shares which may be issued upon the exercise of all Share Options to be granted under the Share Option Scheme and any other schemes of the Company must not exceed 10% of the Shares in issue as at the date of adoption of the Share Option Scheme. Subject to prior Shareholders’ approval, the Company may refresh the Scheme Mandate Limit to the extent not exceeding 10% of the Shares in issue as at the date of the aforesaid Shareholders’ approval.

The Company adopted the Share Option Scheme pursuant to an ordinary resolution passed by the Shareholders on 18 May 2012. Apart from the Share Option Scheme, the Company has no other share option scheme currently in force.

The Scheme Mandate Limit has been previously refreshed once since the adoption of the Share Option Scheme. The existing Scheme Mandate Limit was refreshed at the annual general meeting of the Company held on 7 May 2013. Under the existing Scheme Mandate Limit, the Company may grant Share Options up to a total of 233,385,292 Shares, representing 10% of the total number of Shares in issue of the Company as at the date of such refreshment. Since the refreshment of the Share Option Scheme, the Company has granted a total of 202,668,000 Share Options. As a result of the open offer of the Company in May 2014, the exercise price of Share Options and the number of Share Options granted under the Share Option Scheme were adjusted and that the number of Share Options granted was adjusted from 202,668,000 Share Options to 204,563,871 Share Options. As at the Latest Practicable Date, none of the Share Options were outstanding, 9,813,000 Share Options were exercised, none of the Share Options were lapsed and 194,750,871 Share Options were cancelled, representing 0%, approximately 0.31%, 0% and approximately 6.19% respectively of the Shares in issue as at the Latest Practicable Date.

As at the Latest Practicable Date, the existing Scheme Mandate Limit has almost been fully utilized and if the Scheme Mandate Limit is not refreshed, the Board can only grant further Share Options entitling the holders thereof to subscribe for 28,254,383 Shares, representing approximately 0.90% of the Shares in issue as at the Latest Practicable Date, under the existing Scheme Mandate Limit.

Refreshment of the Scheme Mandate Limit

On the basis of 3,145,935,836 Shares being in issue as at the Latest Practicable Date and assuming that no further Shares are issued prior to the EGM, the maximum number of Shares which may be issued upon exercise of all share options that may be granted under the Scheme Mandate Limit so refreshed is 314,593,583 Shares, representing approximately 10% of the Shares in issue as at the EGM date.

– 4 –

LETTER FROM THE BOARD

The Board considers that it is in the interests of the Company and the Shareholders as a whole to grant the refreshment of the Scheme Mandate Limit so as to provide the Company with greater flexibility in granting Share Options to Eligible Participants of the Company under the Share Option Scheme as an incentives to recognise their past contributions and to encourage the Eligible Participants to achieve long term performance targets set by the Group and at the same time allows the Eligible Participants to enjoy the results of the Company attained through their efforts and contribution. The Board therefore seeks the approval of the Shareholders by passing of an ordinary resolution for the grant of the Proposed Refreshment at the EGM.

Notwithstanding the foregoing, Pursuant to the GEM Listing Rules, the Shares which may be issued upon exercise of all outstanding Share Options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company at any time must not in aggregate exceed 30% of the Shares in issue from time to time. No Share Options shall be granted under any share option scheme of the Company if this will result in the 30% limit being exceeded.

As required by the Share Option Scheme and the GEM Listing Rules, an ordinary resolution will be proposed at the EGM to approve the refreshment of the Scheme Mandate Limit such that the total number of Shares which may be issued upon exercise of all Share Options to be granted under the Share Option Scheme shall not exceed 10% of the total number of the Shares in issue as at the date of passing the relevant resolution at the EGM. In this connection, any Share Options previously granted under the Share Option Scheme and any other share option schemes of the Company (including those outstanding, cancelled, lapsed or exercised) shall not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed.

Conditions of the Proposed Refreshment

The Proposed Refreshment is conditional upon:

1. the passing of an ordinary resolution by the Shareholders at the EGM to approve the Proposed Refreshment; and

2. the Stock Exchange granting approval for the listing of, and permission to deal in, the new Shares to be issued pursuant to the exercise of the subscription rights attaching to the Share Options which may be granted under the refreshed limit of the Share Option Scheme, up to 10% of the total number of Shares in issue as at the date of passing of the relevant resolution at the EGM.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares that may be issued pursuant to the exercise of the Share Options that may be granted under the Share Option Scheme subject to the refreshed Scheme Mandate Limit.

– 5 –

LETTER FROM THE BOARD

(3) EGM

The notice convening the EGM to be held at Room 2001, 20th Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Friday, 8 September 2017 at 11:20 a.m. (or so soon thereafter as the EGM convened on the same day and at the same place at 11:00 a.m. shall have been concluded or adjourned), is set out on pages EGM-1 to EGM-2 of this circular. At the EGM, an ordinary resolution will be proposed to approve the proposed refreshment of the Scheme Mandate Limit.

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of 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 desire and in such case, the proxy form shall be deemed to the revoked.

To the best of the Director’s knowledge, information and belief, having made all reasonable enquiries, no Shareholders will be required to abstain from voting on the resolution to be proposed at the EGM.

According to Rule 17.47(4) of the GEM Listing Rules, all votes of the Shareholders at a general meeting must be taken by poll. Therefore, the resolution proposed to be approved at the EGM will be taken by way of poll and an announcement on the results of the EGM will be made by the Company thereafter.

(4) CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining Shareholders’ entitlement to attend and vote at the forthcoming EGM, the transfer books and register of members of the Company will be closed from Tuesday, 5 September 2017 to Friday, 8 September 2017 (both days inclusive), during which period no transfer of shares can be registered.

In order to be entitled to attend and vote at the EGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Monday, 4 September 2017.

(5) RECOMMENDATION

The Directors consider that the Proposed Refreshment of the Scheme Mandate Limit under the Share Option Scheme is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution as set out in the notice of the EGM on pages EGM-1 to EGM-2 of this circular.

– 6 –

LETTER FROM THE BOARD

(6) 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 the information contained in this circular 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 circular misleading.

Yours faithfully, For and on behalf of the Board of

MelcoLot Limited Wang Bingzhong

Executive Director and Chief Executive Officer

– 7 –

NOTICE OF EGM

==> picture [52 x 53] intentionally omitted <==

==> picture [51 x 32] intentionally omitted <==

MelcoLot Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8198)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of MelcoLot Limited (the “ Company ”) will be held at Room 2001, 20th Floor, China Merchants Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Friday, 8 September 2017 at 11:20 a.m. (or so soon thereafter as the EGM convened on the same day and at the same place at 11:00 a.m. shall have been concluded or adjourned) to consider and, if thought fit, pass the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT subject to and conditional upon The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, such number of shares of the Company (the “ Shares ”) which may fall to be allotted and issued pursuant to the exercise of the share options which may be granted under the share option scheme adopted by the Company pursuant to an ordinary resolution of the shareholders of the Company passed on 18 May 2012 (“ Share Option Scheme ”), representing 10 percent of the number of Shares in issue as at the date on which this resolution is passed, pursuant to the Share Option Scheme:

• (a) approval be and is hereby granted for refreshing the 10 percent limit under the Share Option Scheme (“ Refreshed Scheme Mandate ”) provided that the total number of Shares which may be allotted and issued upon the exercise of all share options to be granted under the Share Option Scheme and any other share option schemes of the Company under the limit as refreshed hereby shall not exceed 10 percent of the aggregate number of Shares in issue as at the date on which this resolution is passed (share options previously granted under the Share Option Scheme and any other share option schemes of the Company (including share options outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme or any other share option schemes of the Company) shall not be counted for the purpose of calculating the Refreshed Scheme Mandate); and

– EGM-1 –

NOTICE OF EGM

• (b) the directors of the Company be and are hereby authorised: (i) at their absolute discretion, to grant share options to subscribe for the Shares within the Refreshed Scheme Mandate in accordance with the Share Option Scheme, and (ii) to allot, issue and deal with the Shares pursuant to the exercise of share options granted under the Share Option Scheme within the Refreshed Scheme Mandate.”

By order of the Board of MelcoLot Limited Wang Bingzhong

Executive Director and Chief Executive Officer

Hong Kong, 22 August 2017

Registered office: Head office and principal place P.O. Box 31119 of business in Hong Kong: Grand Pavilion, Hibiscus Way Room 2001, 20th Floor 802 West Bay Road China Merchants Tower Grand Cayman, KY1-1205 Shun Tak Centre Cayman Islands 168-200 Connaught Road Central Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote in his/her/its behalf. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. A form of proxy for use at the EGM is enclosed. Whether or not you intend to attend the EGM in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he/she/it so wish.

3. In order to be valid, the instrument appointing a proxy and (if required by the board of Directors) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the EGM or adjourned meeting (as the case may be).

4. Delivery of an instrument appointing a proxy will not preclude a member from attending and voting in person at the EGM if the member so desires and in such event, the instrument appointing the proxy shall be deemed to be revoked.

5. In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she/it was solely entitled thereto, but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

6. If typhoon signal No. 8 or above, or a “black” rainstorm warning is in effect any time after 7:00 a.m. on the date of the EGM, the meeting will be postponed. The Company will publish an announcement on the website of the Company at www.melcolot.com and on the “Latest Company Announcements” page of the GEM website at www.hkgem.com to notify shareholders of the Company of the date, time and place of the rescheduled meeting.

7. In the case of any inconsistency between the Chinese translation and the English text hereof, the English text shall prevail.

– EGM-2 –