Crypto Flow Technology Limited — Regulatory Filings 2021

Mar 31, 2021

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

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Loto Interactive Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8198)

SUPPLEMENTAL AGREEMENT TO CONTINUING CONNECTED TRANSACTIONS

This announcement is made pursuant to Rule 20.52 of the GEM Listing Rules.

Reference is made to the announcement of the Company dated 24 March 2021 in relation to, among others, the continuing connected transactions under the Services Framework Agreement (the “ Announcement ”). Capitalised terms used in this announcement shall have the meanings as ascribed to it in the Announcement unless otherwise defined.

THE SERVICES FRAMEWORK AGREEMENT

On 24 March 2021, Changhe Hydropower, an indirect non wholly-owned subsidiary of the Company, entered into the Services Framework Agreement with Chongqing Yusheng, pursuant to which Changhe Hydropower will provide the Big Data Centre Services to Chongqing Yusheng for a term commencing from the Effective Date and expiring on 31 December 2023 (both dates inclusive).

THE SUPPLEMENTAL AGREEMENT

On 31 March 2021, Changhe Hydropower, Chongqing Yusheng and 500.com (for itself and on behalf of its subsidiaries) entered into the supplemental agreement to the Services Framework Agreement, pursuant to which 500.com (for itself and on behalf of its subsidiaries) was added as a party to the Services Framework Agreement and shall assume the rights and obligations under the Services Framework Agreement in substitution of Chongqing Yusheng.

Save for the addition of 500.com (for itself and on behalf of its subsidiaries) as a party to the Services Framework Agreement, all other terms of the Services Framework Agreement remain unchanged.

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REASONS FOR THE SUPPLEMENTAL AGREEMENT

The entering into of the Supplemental Agreement to amend and supplement the terms and conditions of the Services Framework Agreement was the result of arms’ length negotiations between the parties with a view to expanding the scope of entities to which Changhe Hydropower may provide the Big Data Centre Services, which will include all subsidiaries under the umbrella of 500.com. The Directors believe that such change would further enhance the business flow and facilitate the smooth cooperation between the Group and 500.com.

As the Supplemental Agreement was entered into in the usual and ordinary course of business of the Company and the terms have been negotiated on an arm’s length basis and on normal commercial terms, the Directors (except the independent non-executive Directors whose view(s) will be contained in the circular to be despatched to the Shareholders) consider that the terms of the Supplemental Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The view of the independent non-executive Directors will be set out in the circular of the Company after taking advice from the independent financial adviser.

LISTING RULE IMPLICATIONS

As at the date of this announcement, 500.com is a controlling shareholder of the Company and is interested in 297,226,271 Shares, representing 54.20% of the total issued share capital of the Company. Accordingly, 500.com is a connected person of the Company pursuant to the GEM Listing Rules and the transactions contemplated under the Services Framework Agreement (as supplemented by the Supplemental Agreement) will constitute continuing connected transactions of the Company pursuant to Chapter 20 of the GEM Listing Rules.

As the addition of 500.com (for itself and on behalf of its subsidiaries) as a party to the Services Framework Agreement constitutes a material change to the terms of the Services Framework Agreement, the Company would need to re-comply with the announcement and shareholders’ approval requirement under Rule 20.52 of the GEM Listing Rules. Accordingly the Company will seek approval from the Independent Shareholders for the Services Framework Agreement (as supplemented by the Supplemental Agreement), the transactions contemplated thereunder and the related proposed annual caps for the period from the Effective Date to 31 December 2023 at the EGM at the forthcoming EGM.

An Independent Board Committee comprising all the independent non-executive Directors, has been established to advise the Independent Shareholders in relation to the Services Framework Agreement (as supplemented by the Supplemental Agreement) and the proposed annual caps thereto. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders of the same.

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A circular containing, among other things, (i) the details of the Services Framework Agreement; (ii) the details of the Supplemental Agreement; (iii) a letter from the Independent Board Committee containing its recommendations to the Independent Shareholders; (iv) a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders; and (v) the notice convening the EGM is expected to be despatched to the Shareholders on or before 19 April 2021.

By Order of the Board Loto Interactive Limited Yan Hao Chief Executive Officer and Executive Director

Hong Kong, 31 March 2021

As at the date of this announcement, the Board of Directors 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 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 announcement 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 announcement misleading.

This announcement will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for a minimum period of 7 days from the date of its publication and on the Company’s website at www.lotoie.com.

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