Crypto Flow Technology Limited — Share Issue/Capital Change 2025

Jul 24, 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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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)

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

Reference is made to the announcement of Crypto Flow Technology Limited (the "Company") dated 14 July 2025 (the "Announcement") in relation to the Placing. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

COMPLETION OF THE PLACING

The Board is pleased to announce that as at the date of this announcement, all conditions precedent set out in the Placing Agreement had been fulfilled and Completion took place on 24 July 2025. An aggregate of 27,372,000 Placing Shares, representing approximately $4.0\%$ of the issued share capital of the Company of 685,562,586 Shares as enlarged by the allotment and issue of the Placing Shares immediately upon Completion have been allotted and issued to not less than six independent Placees at the Placing Price pursuant to the terms and conditions of the Placing Agreement.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, (i) each of the Placeess and their respective ultimate beneficial owner(s) (where applicable) are Independent Third Parties; and (ii) none of the Placees and their ultimate beneficial owners has become a substantial Shareholder (as defined in the GEM Listing Rules) immediately after Completion.

The gross proceeds from the Placing amounted to approximately HK$54.7 million and the net proceeds (after deducting the placing commission and other relevant costs and expenses) amounted to approximately HK$54.4 million. The Company intends to apply the net proceeds in the following manners: (i) as to approximately $35\%$ for the further development of the Group's business relating to Web3.0; (ii) as to approximately $20\%$ for the investment in application and/or project development relating to stablecoins and other Web3.0 products; (iii) as to approximately $12\%$ for the continuous enhancement of the research and development capabilities; and (iv) as to approximately $33\%$ for general working capital purposes of the Group.

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EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

The table below sets out the shareholding structure of the Company immediately before and upon Completion, respectively:

Shareholders	Immediately before Completion		Immediately upon Completion
	Number of Shares	% (approximate)	Number of Shares	% (approximate)
Manful Kingdom Limited (Note 1)	279,815,740	42.5	279,815,740	40.8
The Placeses	-	-	27,372,000	4.0
Other public Shareholders	378,374,846	57.5	378,374,846	55.2
Total	658,190,586	100	685,562,586	100

Notes:
1. As a controlling shareholder of Manful Kingdom Limited who is interested in 65% of the issued share capital thereof, Mr. Fu Jiepin is deemed to be interested in 279,815,740 Shares held by Manful Kingdom Limited. Ms. Xia Bing is the spouse of Mr. Fu Jiepin. Accordingly, Ms. Xia Bing is deemed to be interested in those 279,815,740 Shares in which Mr. Fu Jiepin is interested under the SFO.
2. Percentages presented in this table may be subject to rounding.

By order of the Board of
Crypto Flow Technology Limited
Li Hongbin
Chairman

Hong Kong, 24 July 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.