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Crypto Flow Technology Limited Regulatory Filings 2021

May 14, 2021

51323_rns_2021-05-14_4ec58f94-864a-405e-a66c-33afc268a89c.pdf

Regulatory Filings

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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 purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Loto Interactive Limited nor shall there be any sale, purchase or subscription for securities of Loto Interactive Limited in any jurisdiction in which such offer, solicitation or sale would be unlawful absent the filing of a registration statement or the availability of an applicable exemption from registration or other waiver. This joint announcement is not for release, publication or distribution in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

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BIT Mining Limited

(Incorporated in the Cayman Islands with limited liability) (Formerly known as 500.com Limited)

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Loto Interactive Limited

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

(NYSE stock code: BTCM)

JOINT ANNOUNCEMENT

MONTHLY UPDATE ON

UNCONDITIONAL MANDATORY CASH OFFERS BY BOCOM INTERNATIONAL SECURITIES LIMITED FOR AND ON BEHALF OF THE OFFEROR TO ACQUIRE ALL THE ISSUED SHARES OF, AND CANCEL ALL OUTSTANDING OPTIONS OF, LOTO INTERACTIVE LIMITED (OTHER THAN THOSE ALREADY OWNED BY OR AGREED TO BE ACQUIRED BY THE OFFEROR AND THE PARTIES ACTING IN CONCERT WITH IT)

Financial adviser to the Offeror

Independent Financial Adviser to the Listing Rules Independent Board Committee and the Takeovers Code Independent Board Committee

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Reference is made to (i) the joint announcement issued by BIT Mining Limited (formerly known as 500.com Limited) (the “ Offeror ”) and Loto Interactive Limited (the “ Company ”) dated 28 January 2021 (the “ Joint Announcement ”); (ii) the joint supplemental announcement dated 11 February 2021; (iii) the announcements jointly issued by the Offeror and the Company dated 18 February 2021, 26 February 2021, 29 March 2021 and 31 March 2021 (the “ Completion Announcement ”) and 16 April 2021 (the “ Further Delay in Despatch Announcement ”), in relation to, among other things, the Offers and the further delay in despatch of the Composite Document. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement and the Further Delay in Despatch Announcement.

As disclosed in the Completion Announcement, the Acquisition Completion and the Subscription Completion took place on 31 March 2021. Following the Subscription Completion and as at the date of this joint announcement, the Offeror and parties acting in concert with it (including Mr. Law, Ms. Zhang Jing, Ms. Huang Lilan, Mr. Yuan Qiang and Mr. Yan Hao) are interested in a total of 297,547,471 Shares, representing approximately 54.26% of the enlarged issued share capital of the Company. Pursuant to Rule 26.1 and Rule 13.5 of the Takeovers Code, the Offeror is required to make the Share Offer to acquire all the Offer Shares and the Option Offer to cancel all the Options, and BOCOM Securities will, on behalf of the Offeror, make the Offers.

As disclosed in the Further Delay in Despatch Announcement, the Executive has requested the advisors to the Offeror to make submissions to the Executive on the potential implications of the Increase in Voting Rights in the Offeror under the Takeovers Code (the “ Submission ”). Further, on 29 April 2021, the Executive has granted its consent for an extension of time for the despatch of the Composite Document to a date falling on or before 31 May 2021.

The Offeror and the Company would like to update the Shareholders and potential investors of the Company that as at the date of this joint announcement, the advisors to the Offeror have made the Submission to the Executive and are in the course of addressing certain requisitions raised by the Executive in relation to the Submission as well as finalizing the additional information in relation to, amongst others, the Increase in Voting Rights in the Offeror, for inclusion in the Composite Document.

Further announcement(s) will be made by the Offeror and/or the Company in accordance with the GEM Listing Rules and the Takeovers Code (as the case may be) on the progress and material developments in connection with the Offers and the despatch of the Composite Document as and when appropriate.

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WARNING: SHAREHOLDERS, OPTIONHOLDERS AND POTENTIAL INVESTORS OF THE COMPANY SHALL EXERCISE EXTREME CAUTION WHEN DEALING IN THE RELEVANT SECURITIES OF THE COMPANY. PERSONS WHO ARE IN DOUBT AS TO THE ACTION THEY SHOULD TAKE SHOULD CONSULT A LICENSED SECURITIES DEALER OR REGISTERED I N S T I T U T I O N I N S E C U R I T I E S , B A N K M A N A G E R , S O L I C I T O R , PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS.

By order of the board of directors By order of the Board of BIT Mining Limited Loto Interactive Limited (Formerly known as 500.com Limited) Yan Hao Wu Shengwu Chief Executive Officer and Director Executive Director

Hong Kong, 14 May 2021

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. Yuan Qiang*, Dr. Lu Haitian[+] , Mr. Lin Sen[+] and Mr. Huang Jian[+] .

  • Executive Director

  • Non-executive Director

    • Independent non-executive Director

This joint announcement, 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 joint announcement (other than the information relating to the Offeror and parties acting in concert with it and the future intentions of the Offeror regarding the Group) 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 joint announcement misleading.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than information relating to the Offeror and parties acting in concert with it and the future intentions of the Offeror regarding the Group) 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 Offeror and parties acting in concert with it) 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 statement in this joint announcement misleading.

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As at the date of this joint announcement, the directors of the Offeror are Mr. Wu Shengwu, Mr. Yu Bo and Mr. Man San Vincent Law; the independent directors are Mr. Sun Qian, Dr. Deng Honghui, Mr. Wei Yu and Ms. Wong, Yan Ki. All directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement including the information on the Offeror’s future intentions regarding the Group (other than information relating to the Group) 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 Group) 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 statement in this joint announcement misleading.

This joint announcement will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least seven days from the date of its posting and on the website of the Company 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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