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Crypto Flow Technology Limited — Share Issue/Capital Change 2025
Oct 13, 2025
51323_rns_2025-10-13_b5dd447f-f1cf-45a3-97b3-9c57f74ee70d.pdf
Share Issue/Capital Change
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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 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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Crypto Flow
Crypto Flow Technology Limited
加幂科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8198)
SUPPLEMENTAL ANNOUNCEMENT
PLACING OF NEW SHARES UNDER GENERAL MANDATE
References are made to the announcements of Crypto Flow Technology Limited (the "Company") dated 28 July 2025, 15 August 2025, 4 September 2025, 19 September 2025 and 23 September 2025 (the "Announcements") in relation to, among others, the placing of new shares under general mandate. Capitalised terms used herein, unless otherwise defined, shall have the same meanings as those defined in the Announcements.
FOURTH SUPPLEMENTAL PLACING AGREEMENT
On 13 October 2025 (after trading hours), the Company and the Placing Agent entered into a fourth supplemental agreement ("Fourth Supplemental Placing Agreement") to amend certain terms of the Placing Agreement (as supplemented by the Supplemental Placing Agreement, the Second Supplemental Placing Agreement and the Third Supplemental Placing Agreement). Details of which are set out below:
1. Extension of long stop date
Pursuant to the terms and conditions of the Placing Agreement (as supplemented by the Supplemental Placing Agreement, the Second Supplemental Placing Agreement and the Third Supplemental Placing Agreement), the Placing Completion is subject to the conditions precedent having been fulfilled on or before the Placing Long Stop Date, being 13 October 2025.
As additional time is required to fulfil the conditions precedent set out in the Placing Agreement, the Company and the Placing Agent have agreed to further extend the Placing Long Stop Date to 2 November 2025.
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Revision of Placing Price
Pursuant to the Fourth Supplemental Placing Agreement, the Company and the Placing Agent have agreed to revise the Placing Price per Placing Share from HK$3.10 to HK$3.11 (“Revised Placing Price”). The Revised Placing Price represents:
(i) a discount of approximately 15.3% to the closing price of HK$3.67 per Share as quoted on the Stock Exchange on the date of the Fourth Supplemental Placing Agreement; and
(ii) a discount of approximately 19.8% to the average closing price of approximately HK$3.88 per Share as quoted on the Stock Exchange for the five consecutive trading days immediately prior to the date of the Fourth Supplemental Placing Agreement.
The Revised Placing Price was determined after arm’s length negotiation between the Company and the Placing Agent with reference to the prevailing market prices of the Shares and the current market conditions.
Save for the above, all other terms and conditions of the Placing Agreement shall remain unchanged and continue in full force and effect.
The Directors consider that the terms of the Placing Agreement (as supplemented by the Supplemental Placing Agreement, the Second Supplemental Placing Agreement, the Third Supplemental Placing Agreement and the Fourth Supplemental Placing Agreement) are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.
USE OF PROCEEDS
As a result of the revision of the Placing Price, the maximum gross proceeds and the maximum net proceeds (after deducting the placing commission and other relevant costs and expenses) from the Placing will be approximately HK$99.5 million and HK$99.2 million, respectively. On such basis, the net issue price will be approximately HK$3.10 per Placing Share.
The Group intends to apply the net proceeds of approximately HK$99.2 million as to (i) approximately 50% for the technical development and platform expansion of ChainStream; (ii) approximately 25% for the post-Acquisition integration support; (iii) approximately 4% for the continuous enhancement of research and development capabilities; and (iv) approximately 21% for the general working capital of the Group.
Save for the supplemental information in this announcement, all other information contained in the Announcements remains unchanged.
As the Placing Completion are subject to the satisfactions of the conditions precedent thereto, the Placing may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.
By order of the Board of
Crypto Flow Technology Limited
Li Hongbin
Chairman
Hong Kong, 13 October 2025
As at the date of this announcement, the executive Directors are Mr. Li Hongbin, Mr. Huang Yibin and Ms. Xiong Jiayan; and the independent non-executive Directors are Mr. Sun Yuqiang, Mr. Chu, Howard Ho Hwa and Mr. Tong, I Tony.
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 Listed Company Information" page of the Stock Exchange's website at www.hkexnews.hk for at least 7 days from the date of its publication and on the Company's website at www.cryptoflowhk.com.
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