Crypto Flow Technology Limited — Proxy Solicitation & Information Statement 2017

Aug 15, 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.

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MelcoLot Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8198)

(1) PROPOSED CHANGE OF COMPANY NAME; (2) PROPOSED CHANGE IN AUDITORS; (3) PROPOSED RE-ELECTION OF DIRECTORS;

AND

(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

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

A notice convening the 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 11:00 a.m. 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.

16 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.

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CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix – Details of Directors Proposed to be Re-elected. . . . . . . . . . . . . . . . . . . . . . . .	8
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

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DEFINITIONS

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

“Article(s)” the articles of associations of the Company “Audit Committee” the audit committee of the Board “Board” the board of Directors “Company” MelcoLot Limited, a company incorporated in the Cayman Islands with limited liability, whose Shares are listed on GEM “Deloitte” Deloitte Touche Tohmatsu, certified public accountants “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 11:00 a.m. “Ernst & Young” Ernst & Young, certified public accountants “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 PRC “Latest Practicable Date” 14 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 “PRC” the People’s Republic of China, which for the purpose of this circular shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“Proposed Change in Auditors” the resignation of Deloitte as auditors of the Company and the proposed appointment of Ernst & Young as new auditors of the Company following the resignation of Deloitte and 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

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DEFINITIONS

“Proposed Change of Company the proposed change of the English name of the Company from Name” “MelcoLot Limited” to “Loto Interactive Limited” and to change the Chinese name of the Company from “新濠環彩有 限公司” to “樂透互娛有限公司” “Re-election of Directors” re-election of Directors “Registrar” Registrar of Companies in the Cayman Islands “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) of a par value of HK$0.01 each in the share capital of the Company “Shareholder(s)” the holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong

• ** The English translation of Chinese name(s) in this circular, where indicated, is included for information only, and should not be regarded as the official English name(s) of such Chinese name(s).

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LETTER FROM THE BOARD

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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

16 August 2017

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED CHANGE OF COMPANY NAME; (2) PROPOSED CHANGE IN AUDITORS; (3) PROPOSED RE-ELECTION OF DIRECTORS; AND

(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information relating (i) the Proposed Change of Company Name; (ii) the Proposed Change in Auditors; (iii) the proposed Re-election of Directors; and (iv) the notice of the EGM to be convened and held for the purpose of considering and, if thought fit, approving the special resolution in relation to the Proposed Change of Company Name and the ordinary resolutions in relation to the Proposed Change in Auditors and the proposed Re-election of Directors.

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LETTER FROM THE BOARD

(1) PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “MelcoLot Limited” to “Loto Interactive Limited”, and to change the Chinese name of the Company from “新濠環彩有限公司” to “樂透互娛有限公司”.

The Proposed Change of Company Name is subject to (i) the passing of a special resolution by the Shareholders approving the Proposed Change of Company Name at the EGM; and (ii) the Registrar approving the Proposed Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date of entry of the new name of the Company on the register maintained by the Registrar. The Company will carry out all the necessary registration and/or filing procedures with the Registrar and the Companies Registry in Hong Kong.

Reasons for the Proposed Change of Company Name

Following the completion of acquisition of the controlling stake by 500.com Limited on 6 June 2017, 500.com Limited become the controlling Shareholder. The Board considers that the Proposed Change of Company Name will better reflect the future business plans and development of the Group. The Board believes that the new name can provide the Company with a more appropriate corporate image and identity which will benefit the Company’s future business development and is in the best interests of the Company and the Shareholders as a whole.

Effects of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any rights of the Shareholders or the Company’s daily business operation and its financial position.

All the existing share certificates in issue bearing the existing name of the Company shall, after the Proposed Change of Company Name becoming effective, continue to be evidence of title to such shares of the Company and the existing share certificates will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for free exchange of the existing share certificates for new share certificates bearing the new name of the Company. Once the Proposed Change of Company Name becoming effective, new share certificates of the Company will be issued only in the new name of the Company.

In addition, subject to the confirmation of the Stock Exchange, the stock short name for trading in the Shares will also be changed after the Proposed Change of Company Name becoming effective.

The Company will make further announcement(s) on the Proposed Change of Company Name as soon as practicable after the Proposed Change of Company Name has become effective and will announce the change of the stock short name and change of Company’s website following the Proposed Change of Company Name. The stock code of the Company will remain as “8198”.

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LETTER FROM THE BOARD

(2) PROPOSED CHANGE IN AUDITORS

The Board announced that Deloitte has resigned as the auditors of the Company with effect from 11 August 2017. The Company wishes to appoint the same auditor as 500.com Limited, in order to align the audit arrangements between the Company and 500.com Limited with a view to enhancing the efficiency of the audit services and saving cost, which would be in the best interest of the Company as well as its Shareholders as a whole.

Deloitte has confirmed that from their perspective there are no matters that need to be brought to the attention of the Shareholders. Both the Board and the Audit Committee confirmed that there is no disagreement between the Company and Deloitte and that there are no matters or circumstances in respect of the change of the auditors which should be brought to the attention of the Shareholders.

The Board confirmed that Deloitte has not commenced any audit work on the consolidated financial statements of the Group for the financial year ending 31 December 2017. The Board believes that the change in auditors will not have any impact on the annual audit works of the Company for the financial year ending 31 December 2017.

The Board would like to take this opportunity to express its sincere gratitude to Deloitte for their professional services provided to the Company in the past years.

The Board, with the recommendation from the Audit Committee, has resolved to propose the appointment of Ernst & Young as the new auditors of the Company to fill the casual vacancy following the resignation of Deloitte and to hold office until the conclusion of the next annual general meeting of the Company. The appointment of Ernst & Young as auditors of the Company in place of Deloitte is subject to the approval by an ordinary resolution at the EGM to be convened pursuant to the Articles.

Pursuant to Article 158, if the office of auditor becomes vacant by the resignation or death of the auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall as soon as practicable convene an extraordinary general meeting to fill the vacancy. Article 155(3) provides that Shareholders shall by ordinary resolution at that meeting appoint another auditor in stead of the resigned auditor for the remainder of his term.

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LETTER FROM THE BOARD

(3) RE-ELECTION OF DIRECTORS

According to Article 86(3), the Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or, as an addition to the existing Board but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the Shareholders in general meeting. Any Director so appointed by the Board shall hold office only until the next following general meeting of the Company (in the case of filling a casual vacancy) or until the next following annual general meeting of the Company (in the case of an addition to the Board), and shall then be eligible for re-election at that meeting.

In accordance with Article 86(3), Mr. Pan Zhengming, Mr. Wang Bingzhong, Mr. Wu Jian, Mr. Yu Min, Mr. Lu Haitian, Mr. Yan Hao and Mr. Lin Sen shall retire from office at the EGM. Being eligible, each of Mr. Pan Zhengming, Mr. Wang Bingzhong, Mr. Wu Jian, Mr. Yu Min, Mr. Lu Haitian, Mr. Yan Hao and Mr. Lin Sen will offer himself for re-election.

Brief biographical details of all the above retiring Directors proposed for re-election at the EGM are set out in the Appendix to this circular.

(4) 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 11:00 a.m., Hong Kong is set out on pages EGM-1 to EGM-2 of this circular. A special resolution will be proposed to approve the Proposed Change of Company Name and ordinary resolutions will be proposed to approve the Proposed Change in Auditors and the proposed Re-election of Directors.

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 resolutions to be proposed at the EGM.

The resolutions proposed to be approved at the EGM will be taken by poll and an announcement on the results of the EGM will be made by the Company thereafter.

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LETTER FROM THE BOARD

(5) 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.

(6) RECOMMENDATION

The Directors consider that the Proposed Change of Company Name, the Proposed Change in Auditors and the proposed Re-election of Directors are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions at the EGM.

(7) 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

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APPENDIX DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The biographical details of the retiring Directors who will offer themselves for re-election at the EGM are set out below:

(1) Mr. Pan Zhengming

Mr. Pan, aged 39, was appointed as the chairman of the Company and a non-executive Director on 10 July 2017. He is also the chairman of the nomination committee of the Company. Mr. Pan is currently the chief executive officer and a director of 500.com Limited, a company listed on the New York Stock Exchange (NYSE stock code: WBAI) and the controlling shareholder of the Company, since May 2015. Mr. Pan was the president of 500.com Limited from September 2014 to May 2015 and the chief financial officer of 500.com Limited from April 2011 to August 2014. Prior to this, Mr. Pan served as vice president of Deutsche Bank AG, Hong Kong Branch from 2007 to April 2011 and an attorney at Simpson Thacher & Bartlett LLP from 2003 to 2007. Mr. Pan received a master of laws as well as a juris doctor degree from Columbia University in 2001 and 2003, respectively, and a master of laws from the University of Edinburgh in 1999.

Save as disclosed above, Mr. Pan does not hold any directorships in other listed public companies during the past three years and does not hold any other position with the Company or other members of the Group. Mr. Pan has confirmed that he does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the GEM Listing Rules) of the Company.

Under a letter of appointment dated 7 August 2017, Mr. Pan was appointed as a non-executive Director with the Company for a term of two years, which term will be automatically renewed for consecutive term(s) of two years, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Mr. Pan is entitled to a director’s fee of HK$250,000 per annum and he may also receive a discretionary bonus. The amount of emoluments is recommended by the remuneration committee of the Company and determined by the Board with reference to his duties and responsibilities as well as his qualifications, experience and the prevailing market conditions.

As at the Latest Practicable Date and within the meaning of Part XV of the SFO, Mr. Pan has personal interests of 240,000 American Depository Shares (“ ADS ”) of 500.com Limited, an associated corporation of the Company and 268,333 ADS options granted by 500.com Limited. Save as disclosed above, Mr. Pan does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Pan has confirmed that there is no other matter which needs to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to Rule 17.50(2)(h) to Rule 17.50(2)(v) of the GEM Listing Rules in respect of his re-election.

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APPENDIX DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

(2) Mr. Wang Bingzhong

Mr. Wang, aged 34, was appointed as an executive Director on 19 June 2017. He was subsequently appointed as chief executive officer, compliance officer and authorized representative of the Company on 10 July 2017. He is also a director of certain subsidiaries of the Company. Mr. Wang was a director at Dragon Investment Advisory Company Limited, a private equity fund, from September 2016 to March 2017. Mr. Wang served as an associate director of CCB International (Holdings) Limited, and a director of CCBI Overseas Holdings Limited in 2016. Prior to this, Mr. Wang was a director of A-TEST Compliance Services (Beijing) Co., Ltd.** (奧測世紀(北京)技術股份有限公司), a company listed on the National Equities Exchange and Quotations Co. Ltd. (全國中小企業股份轉讓系統) (NEEQ stock code: 830873), from December 2013 to March 2015. Mr. Wang received a master of business administration from the Hong Kong University of Science and Technology in 2013 as well as a bachelor’s degree in computer science and technology from Nanjing University in 2005.

Save as disclosed above, Mr. Wang does not hold any directorships in other listed public companies during the past three years and does not hold any other position with the Company or other members of the Group. Mr. Wang has confirmed that he does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the GEM Listing Rules) of the Company.

Under a letter of appointment dated 7 August 2017 and a service agreement dated 10 July 2017, Mr. Wang was appointed as an executive Director and chief executive officer with the Company respectively, for a term of three years, which term will be terminated by either party by written notice of not less than three months. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Mr. Wang’s annual remuneration is HK$2,650,000 and he may also receive a discretionary bonus. The amount of emoluments is recommended by the remuneration committee of the Company and determined by the Board with reference to his duties and responsibilities as well as his qualifications, experience and the prevailing market conditions.

As at the Latest Practicable Date and within the meaning of Part XV of the SFO, Mr. Wang does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Wang has confirmed that there is no other matter which needs to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to Rule 17.50(2)(h) to Rule 17.50(2)(v) of the GEM Listing Rules in respect of his re-election.

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APPENDIX DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

(3) Mr. Wu Jian

Mr. Wu, aged 37, was appointed as an executive Director on 19 June 2017. He is also a director of certain subsidiaries of the Company. Mr. Wu is currently the senior marketing director of Shenzhen Yixun Sky Network Information Technique Co., Ltd.** (深圳市易訊天空網絡技術有限公司). Mr. Wu has been working in the internet industry for over 10 years, principally engaged in the realm of e-commerce as well as the lottery service provider industry. Mr. Wu obtained a junior degree in computer application from the Hubei Huangshi College in 2002.

Save as disclosed above, Mr. Wu does not hold any directorships in other listed public companies during the past three years and does not hold any other position with the Company or other members of the Group. Mr. Wu has confirmed that he does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the GEM Listing Rules) of the Company.

Under a letter of appointment dated 7 August 2017, Mr. Wu was appointed as an executive Director with the Company for a term of three years, which term will be automatically renewed for consecutive term(s) of three years, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Mr. Wu is entitled to a director’s fee of HK$250,000 per annum and he may also receive a discretionary bonus. The amount of emoluments is recommended by the remuneration committee of the Company and determined by the Board with reference to his duties and responsibilities as well as his qualifications, experience and the prevailing market conditions.

As at the Latest Practicable Date and within the meaning of Part XV of the SFO, Mr. Wu has personal interests of 34,667 ADS options granted by 500.com Limited, an associated corporation of the Company. Save as disclosed above, Mr. Wu does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Wu has confirmed that there is no other matter which needs to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to Rule 17.50(2)(h) to Rule 17.50(2)(v) of the GEM Listing Rules in respect of his re-election.

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APPENDIX DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

(4) Mr. Yu Min

Mr. Yu, aged 34, was appointed as a non-executive Director on 10 July 2017. He is also a member of both the audit committee and remuneration committee of the Company. Mr. Yu has served as the chief financial officer of 500.com Limited since September 2014. Prior to joining 500.com Limited, Mr. Yu served as vice president of Deutsche Bank AG, Hong Kong Branch from 2010 to 2014. Prior to joining Deutsche Bank, Mr. Yu worked at Macquarie Capital Advisors in Shanghai and Hong Kong from 2007 to 2010. Mr. Yu received a bachelor of commerce degree in finance and accounting from the University of Melbourne in 2007.

Save as disclosed above, Mr. Yu does not hold any directorships in other listed public companies during the past three years and does not hold any other position with the Company or other members of the Group. Mr. Yu has confirmed that he does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the GEM Listing Rules) of the Company.

Under a letter of appointment dated 7 August 2017, Mr. Yu was appointed as a non-executive Director with the Company for a term of two years, which term will be automatically renewed for consecutive term(s) of two years, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Mr. Yu is entitled to a director’s fee of HK$250,000 per annum and he may also receive a discretionary bonus. The amount of emoluments is recommended by the remuneration committee of the Company and determined by the Board with reference to his duties and responsibilities as well as his qualifications, experience and the prevailing market conditions.

As at the Latest Practicable Date and within the meaning of Part XV of the SFO, Mr. Yu has personal interests of 248,000 ADS options granted by 500.com Limited, an associated corporation of the Company. Save as disclosed above, Mr. Yu does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Yu has confirmed that there is no other matter which needs to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to Rule 17.50(2)(h) to Rule 17.50(2)(v) of the GEM Listing Rules in respect of his re-election.

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APPENDIX DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

(5) Mr. Lu Haitian

Mr. Lu, aged 37, was appointed as an independent non-executive Director on 10 July 2017. He is also a member of both the audit committee and nomination committee of the Company. Mr. Lu is currently an associate professor in law and the associate head of the School of Accounting and Finance at the Hong Kong Polytechnic University. He served at the School of Accounting and Finance first as a visiting lecturer in law from September 2005 to June 2007 and later as an assistant professor in law from July 2007 to June 2012. Mr. Lu obtained a bachelor of laws from Nanjing University in 2001, a master of laws from the University of Liverpool in 2002, and a Ph.D. in law from the National University of Singapore in 2007.

Save as disclosed above, Mr. Lu does not hold any directorships in other listed public companies during the past three years and does not hold any other position with the Company or other members of the Group. Mr. Lu has confirmed that he does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the GEM Listing Rules) of the Company.

Under a letter of appointment dated 7 August 2017, Mr. Lu was appointed as an independent non-executive Director with the Company for a term of two years, which term will be automatically renewed for consecutive term(s) of two years, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Mr. Lu is entitled to a director’s fee of HK$250,000 per annum and he may also receive a discretionary bonus. The amount of emoluments is recommended by the remuneration committee of the Company and determined by the Board with reference to his duties and responsibilities as well as his qualifications, experience and the prevailing market conditions.

As at the Latest Practicable Date and within the meaning of Part XV of the SFO, Mr. Lu does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Lu has confirmed that there is no other matter which needs to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to Rule 17.50(2)(h) to Rule 17.50(2)(v) of the GEM Listing Rules in respect of his re-election.

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APPENDIX DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

(6) Mr. Yan Hao

Mr. Yan, aged 38, was appointed as an independent non-executive Director on 10 July 2017. He is also the chairman of the remuneration committee and a member of the nomination committee of the Company. Mr. Yan is currently a partner of Junzejun Law Offices. Mr. Yan currently serves as an arbitrator for the World Intellectual Property Organization, the Hong Kong International Arbitration Centre, the Shenzhen Court of International Arbitration, and the Guangzhou Arbitration Commission, respectively, as well as a panellist of the Asian Domain Name Dispute Resolution Centre. Mr. Yan obtained a bachelor of laws from Wuhan University in 2001, a master of laws from the University of Hong Kong in 2003 and a master of laws from Stanford University in 2016. Mr. Yan is qualified to practice law in the PRC and is also a registered foreign lawyer in Hong Kong.

Save as disclosed above, Mr. Yan does not hold any directorships in other listed public companies during the past three years and does not hold any other position with the Company or other members of the Group. Mr. Yan has confirmed that he does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the GEM Listing Rules) of the Company.

Under a letter of appointment dated 7 August 2017, Mr. Yan was appointed as an independent non-executive Director with the Company for a term of two years, which term will be automatically renewed for consecutive term(s) of two years, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Mr. Yan is entitled to a director’s fee of HK$250,000 per annum and he may also receive a discretionary bonus. The amount of emoluments is recommended by the remuneration committee of the Company and determined by the Board with reference to his duties and responsibilities as well as his qualifications, experience and the prevailing market conditions.

As at the Latest Practicable Date and within the meaning of Part XV of the SFO, Mr. Yan does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Yan has confirmed that there is no other matter which needs to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to Rule 17.50(2)(h) to Rule 17.50(2)(v) of the GEM Listing Rules in respect of his re-election.

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APPENDIX DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

(7) Mr. Lin Sen

Mr. Lin, aged 41, was appointed as an independent non-executive Director on 10 July 2017. He is also the chairman of the audit committee and a member of the remuneration committee of the Company. Mr. Lin is currently the chief financial officer of Shenzhen 7Road Technology Co. Ltd. (深圳第七大 道科技有限公司). From November 2006 to January 2017, Mr. Lin served as the chief financial officer of Palm Commerce Information Technology (China) Co., Ltd. (掌信彩通信息科技(中國)有限公司) (“ Palm Commerce ”), which is a lottery service provider in the PRC. Palm Commerce is currently a subsidiary of Telling Telecommunication Holding Co., Ltd. (天音通信控股股份有限公司), a company listed on the Shenzhen Stock Exchange (SHE stock code: 000829). From February 2001 to July 2006, Mr. Lin served as manager of PricewaterhouseCoopers International Limited. Mr. Lin obtained a bachelor’s degree in international business administration from Central University of Finance and Economics (中央財經大學) in 1998 and an executive MBA from China Europe International Business School (中歐國際工商管理學院) in 2011. In 2010, Mr. Lin became a registered accountant in the PRC.

Save as disclosed above, Mr. Lin does not hold any directorships in other listed public companies during the past three years and does not hold any other position with the Company or other members of the Group. Mr. Lin has confirmed that he does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the GEM Listing Rules) of the Company.

Under a letter of appointment dated 7 August 2017, Mr. Lin was appointed as an independent non-executive Director with the Company for a term of two years, which term will be automatically renewed for consecutive term(s) of two years, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Mr. Lin is entitled to a director’s fee of HK$250,000 per annum and he may also receive a discretionary bonus. The amount of emoluments is recommended by the remuneration committee of the Company and determined by the Board with reference to his duties and responsibilities as well as his qualifications, experience and the prevailing market conditions.

As at the Latest Practicable Date and within the meaning of Part XV of the SFO, Mr. Lin does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Lin has confirmed that there is no other matter which needs to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to Rule 17.50(2)(h) to Rule 17.50(2)(v) of the GEM Listing Rules in respect of his re-election.

– 14 –

NOTICE OF EGM

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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 (“ 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 11:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions of the Company:

SPECIAL RESOLUTION

1. “ THAT subject to the approval of the Registrar of Companies in the Cayman Islands has been obtained, the English name of the Company be and is hereby changed from “MelcoLot Limited” to “Loto Interactive Limited” and the Chinese name of the Company be and is hereby changed from “新濠環彩有限公司” to “樂透互娛有限公司” (the “ Proposed Change of Company Name ”), and that any directors (the “ Directors ”) or the secretary of the Company be and is hereby authorised to do all such acts, deeds and things and execute all such documents and make all such arrangements as he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the aforesaid change of the name of the Company.”

ORDINARY RESOLUTIONS

1. “ THAT Ernst & Young be and is hereby appointed as auditors of the Company to fill the casual vacancy following the resignation of Deloitte Touche Tohmatsu and to hold office until the conclusion of the next annual general meeting of the Company, and that the board (the “ Board ”) of Directors be authorised to fix the remuneration of the said auditors.”

2. (I) (a) To re-elect Mr. Pan Zhengming as a non-executive Director;

3. (b) To re-elect Mr. Wang Bingzhong as an executive Director;

4. (c) To re-elect Mr. Wu Jian as an executive Director;

5. (d) To re-elect Mr. Yu Min as a non-executive Director;

6. (e) To re-elect Mr. Lu Haitian as an independent non-executive Director;

7. (f) To re-elect Mr. Yan Hao as an independent non-executive Director; and

8. (g) To re-elect Mr. Lin Sen as an independent non-executive Director.

– EGM-1 –

NOTICE OF EGM

• (II) To authorise the Board to fix the Directors’ remuneration.

By order of the Board MelcoLot Limited Wang Bingzhong

Executive Director and Chief Executive Officer

Hong Kong, 16 August 2017

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

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 –