Crypto Flow Technology Limited — Share Issue/Capital Change 2025

Aug 15, 2025

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.

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

(I) SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE; AND

(II) PLACING OF NEW SHARES UNDER GENERAL MANDATE

Reference is made to the announcement of Crypto Flow Technology Limited (the "Company") dated 28 July 2025 (the "Announcement") in relation to the subscription and placing of new shares under general mandate. Capitalised terms used herein, unless otherwise defined, shall have the same meanings as those defined in the Announcement.

SUPPLEMENTAL SUBSCRIPTION AGREEMENT

On 15 August 2025 (after trading hours), the Company and the Subscriber entered into a supplemental agreement ("Supplemental Subscription Agreement") to amend certain terms of the Subscription Agreement. Details of which are set out below:

1. Extension of long stop date

Pursuant to the terms and conditions of the Subscription Agreement, the Subscription Completion is subject to the conditions precedent having been fulfilled on or before 15 August 2025 (or such other date as the parties to the Subscription Agreement may agree in writing) (the "Subscription Long Stop Date").

As additional time is required to fulfil the conditions precedent set out in the Subscription Agreement, the Company and the Subscriber have agreed to extend the Subscription Long Stop Date to 4 September 2025.

2. Revision of Subscription Price

Pursuant to the Supplemental Subscription Agreement, the Company and the Subscriber have agreed to revise the Subscription Price per Subscription Share from HK$3.85 to HK$3.10 ("Revised Subscription Price"). The Revised Subscription Price represents:

(i) a discount of approximately $8.6\%$ to the closing price of HK$3.39 per Share as quoted on the Stock Exchange on the date of the Supplemental Subscription Agreement; and

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(ii) a discount of approximately 10.1% to the average closing price of approximately HK$3.45 per Share as quoted on the Stock Exchange for the five consecutive trading days immediately prior to the date of the Supplemental Subscription Agreement.

The Revised Subscription Price was determined after arm's length negotiation between the Company and the Subscriber with reference to the prevailing market prices of the Shares and the current market conditions.

Subject to Subscription Completion, it is expected that the maximum gross proceeds and the maximum net proceeds (after deducting the related costs and expense) from the Subscription will be approximately HK$232.5 million and approximately HK$232.3 million, respectively. On such basis, the net Subscription Price will be approximately HK$3.10 per Subscription Share.

Save for the above, all other terms and conditions of the Subscription Agreement shall remain unchanged and continue in full force and effect.

SUPPLEMENTAL PLACING AGREEMENT

On 15 August 2025 (after trading hours), the Company and the Placing Agent entered into a supplemental agreement ("Supplemental Placing Agreement") to amend certain terms of the 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, the Placing Completion is subject to the conditions precedent having been fulfilled on or before 15 August 2025 (the "Placing Long Stop Date").

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 extend the Placing Long Stop Date to 4 September 2025.

2. Revision of Placing Price

Pursuant to the Supplemental Placing Agreement, the Company and the Placing Agent have agreed to revise the Placing Price per Placing Share from HK$3.85 to HK$3.10 ("Revised Placing Price"). The Revised Placing Price represents:

(i) a discount of approximately 8.6% to the closing price of HK$3.39 per Share as quoted on the Stock Exchange on the date of the Supplemental Placing Agreement; and

(ii) a discount of approximately 10.1% to the average closing price of approximately HK$3.45 per Share as quoted on the Stock Exchange for the five consecutive trading days immediately prior to the date of the 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.

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Subject to Placing Completion, it is expected that 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$89.9 million and approximately HK$89.5 million, respectively. On such basis, the net issue price will be approximately HK$3.09 per Placing Share.

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 Subscription Agreement (as supplemented by the Supplemental Subscription Agreement) and the Placing Agreement (as supplemented by the 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 Subscription Price and Placing Price, the aggregate maximum net proceeds from the Subscription and the Placing would reduce to approximately HK$321.8 million. The Group intends to apply such net proceeds in the following manners:

(a) as to approximately 63% for the development of stablecoins business and projects (including the technical development and platform expansion of ChainStream, reserve funds for the issue and circulation of stablecoins and marketing for the stablecoins business);

(b) as to approximately 31% for the post-Acquisition integration support (including marketing for Rhino’s exchange and stablecoins in Australia, investment in or reserve of cryptocurrencies, reserve funds for Rhino’s OTC business, license integration and operation expansion);

(c) as to approximately 1% for the continuous enhancement of research and development capabilities; and

(d) as to the remaining of approximately 5% for the general working capital of the Group.

Save for the supplemental information in this announcement, all other information contained in the Announcement remains unchanged.

As the Subscription Completion and the Placing Completion are subject to the satisfactions of the respective conditions precedent thereto, the Subscription and the Placing may or may not proceed. The Subscription Completion and the Placing Completion are not inter-conditional to each other. 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, 15 August 2025

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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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