Crypto Flow Technology Limited — Regulatory Filings 2021

Mar 29, 2021

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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500.com Limited (Incorporated in the Cayman Islands with limited liability) (NYSE stock code: WBAI)

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

JOINT ANNOUNCEMENT

MONTHLY UPDATE ON

POSSIBLE 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 500.com Limited (the “ Offeror ”) and Loto Interactive Limited (the “ Company ”) dated 28 January 2021 (the “ Joint Announcement ”) and the joint announcements issued by the Offeror and the Company dated 11 February 2021, 18 February 2021 and 26 February 2021; (ii) the circular of the Company dated 11 March 2021 in relation to, among other things, the Subscription Agreement, the Acquisition agreement and the transactions contemplated thereunder (the “ Circular ”); and (iv) the poll results announcement of the Company dated 26 March 2021 (“ Poll Results Announcement ”). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement and the Circular.

As disclosed in the Joint Announcement, the Offeror will make the Offers subject to and upon the completion of the Subscription, which is inter-conditional with the Acquisition.

As disclosed in the Poll Results Announcement, among other things, (i) the EGM was held on 26 March 2021; (ii) ordinary resolution has been passed by the Listing Rules Independent Shareholders at the EGM approving the Subscription Agreement and the transactions contemplated thereunder, as well as the Specific Mandate and the allotment and issue of the Subscription Shares by the Company; and (iii) ordinary resolution has been passed by the Listing Rules Independent Shareholders at the EGM approving the Acquisition agreement and the transactions contemplated thereunder.

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 Acquisition Conditions and the Subscription Conditions have been satisfied. It is currently expected that the Subscription Completion and the Acquisition Completion will take place on or around 31 March 2021.

Further, as disclosed in the joint announcement issued by the Offeror and the Company on 26 February 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 16 April 2021. As at the date of this joint announcement, the Offeror and the Company are still in the course of preparing and finalizing certain information to be included in the Composite Document (including but not limited to the information associated with the annual results of the Company for the year ended 31 December 2020 (the “ Annual Results ”), the letter of advice from the Independent Financial Adviser taking into account the Annual Results, and the statement on the Company’s indebtedness).

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 Subscription, the Acquisition, the Offers, and the despatch of the Composite Document as and when appropriate.

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WARNING: THE OFFERS WILL ONLY BE MADE IF THE SUBSCRIPTION COMPLETION TAKES PLACE. ACCORDINGLY, THE OFFERS MAY OR MAY NOT BE MADE. THE ISSUE OF THIS JOINT ANNOUNCEMENT DOES NOT IN ANY WAY IMPLY THAT THE OFFERS WILL BE MADE. 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 INSTITUTION IN SECURITIES, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS.

By order of the board of directors

By order of the Board of 500.com Limited Loto Interactive Limited Wu Shengwu Yan Hao Director Chief Executive Officer and Executive Director

Hong Kong, 29 March 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, Mr. Sun Qian; the independent directors are 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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