Crypto Flow Technology Limited — Share Issue/Capital Change 2025

Apr 8, 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.

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Crypto Flow

Crypto Flow Technology Limited

加幇科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8198)

GRANT OF SHARE OPTIONS

This announcement is made by Crypto Flow Technology Limited (the "Company", together with its subsidiaries, the "Group") pursuant to Rule 23.06A of the Rules Governing the Listing of Securities on GEM (the "GEM Listing Rules") of The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

The board (the "Board") of directors (the "Directors") of the Company announces that, on 8 April 2025 (the "Date of Grant"), the Company offered to grant a total of 54,000,000 share options (the "Share Option(s)") to 19 eligible participants of the Group (collectively, the "Grantees") to subscribe for an aggregate of 54,000,000 shares of HK$0.1 each in the share capital of the Company (the "Share(s)") under the share option scheme conditionally adopted by the Company on 28 December 2022 (the "Share Option Scheme"), subject to the acceptance with the payment of HK$1.00 by each of the Grantees (the "Grant"). The Share Options represent, upon full exercise, approximately 8.2% of the total number of issued Shares as at the date of this announcement.

The following are the details of the Grant:

Date of Grant : 8 April 2025

Number of Share Options granted : 54,000,000 Share Options, each entitling its holder to subscribe for 1 new Share

Exercise price of the Share Options : HK$2.25 per Share (representing the highest of (i) the closing price of HK$2.25 per Share as quoted in the Stock Exchange's daily quotation sheet on the Date of Grant; and (ii) the average closing price of HK$1.80 per Share as quoted in the Stock Exchange's daily quotation sheets for the five (5) business days immediately preceding the Date of Grant)

Closing price of the Shares on the Date of Grant : HK$2.25 per Share

Validity period of the Share Options : Two (2) years, from the Date of Grant (i.e. 8 April 2025 to 7 April 2027, both days inclusive)

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Vesting period and exercise period of the Share Options

The vesting period of the Share Options shall be no less than 12 months from the Date of Grant and all of the Share Options shall be vested and become exercisable on or after 8 April 2026 to 7 April 2027 (both days inclusive).

Purpose of the Share Options

The Share Option Scheme was established to recognize and acknowledge the contributions the eligible participants (the “Eligible Participants”, as defined in the Share Option Scheme) have had or may have made to the Group, and will provide the Eligible Participants with an opportunity to have a personal stake in the Company with a view to achieving the following objectives:

(i) motivate the Eligible Participants to optimise their performance efficiency for the benefit of the Group; and
(ii) attract and retain or otherwise maintain on-going business relationship with the Eligible Participants whose contributions are or will be beneficial to the long-term growth of the Group.

The Grantees and the number of the Share Options granted to each of them were determined after taking into account the business performance of the Group and evaluating the Grantees’ performance and contribution thereto for the relevant financial period. Accordingly, there is no performance target attached to the Share Options.

Having taken into account (i) the demonstrated past contributions of the Grantees to the overall operations, development and growth of the Group; (ii) the vesting period of the Share Options as stated above; and (iii) the value of the Share Options, being subject to the market price of the Shares which in turn depends on the business performance of the Group, the remuneration committee of the Board considers that the Grant without additional performance target aligns the interests of the Grantees with that of the Company and its shareholders (the “Shareholders”), as it provides the Grantees with incentives for their continuous commitments and contributions towards the sustainable growth of the Group so as to enhance the long term value of the Company and the Shares, which is in line with the purpose of the Share Option Scheme.

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Clawback mechanism

In the event that: (i) the Grantee ceases to be an Eligible Participant by reason of the termination of his/her employment or contractual engagement with the Group for cause or without notice or with payment in lieu of notice; (ii) the Grantee has been convicted of a criminal offense involving his/her integrity or honesty; or (iii) in the reasonable opinion of the Board, the Grantee has engaged in serious misconduct during the validity period of the Share Options, the Board may make a determination at its absolute discretion that any Share Options issued to that Grantee but not yet exercised shall immediately lapse, regardless of whether such Share Options have vested or not.

Financial assistance

There is no arrangement for the Group to provide any financial assistance to any of the Grantees to facilitate the purchase of Shares under the Share Option Scheme.

Among the 54,000,000 Share Options offered to be granted, (i) a total of 16,500,000 Share Options were offered to be granted to the following Directors; (ii) a total of 35,000,000 Share Options were offered to be granted to 11 employees of the Group and (iii) a total of 2,500,000 Share Options were offered to be granted to 2 service providers of the Group, details of which are set out as follows:

Name/Caterogry of the Grantees	Position(s) held with the Company	Number of Share Options
Directors
Mr. Li Hongbin	Chairman and Executive Director	5,000,000
Mr. Huang Yibin	Executive Director	5,000,000
Ms. Xiong Jiayan	Executive Director	5,000,000
Mr. Sun Yuqiang	Independent Non-executive Director	500,000
Mr. Chu, Howard Ho Hwa	Independent Non-executive Director	500,000
Mr. Tong, I Tony	Independent Non-executive Director	500,000
Employees
11 employees of the Group	–	35,000,000
Service providers
2 service providers of the Group	–	2,500,000
Total:		54,000,000

The Company believes that the grant of the Share Options to the above Grantees provides motivation for them to continue to create value for the Group without increasing the operating costs of the Company. The number of the Share Options granted to them was determined with reference to, among others, their past performance and contributions, the market conditions and the potential benefits and/or income they may bring to the Group with the work they are involved in.

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Further and as disclosed above, a total of 2,500,000 Share Options were offered to be granted to 2 service providers of the Group (the “Service Provider Grantees”). Pursuant to Rule 23.06(B) of the GEM Listing Rules, the Service Provider Grantees have made significant contributions to the Group and the Directors believe that they are important to the future growth of the Group. The Directors believe the grant of Share Options to the Service Provider Grantees can incentivize active participation, secure the engagement, enhance their commitment to the business of the Group and encourage them to work towards the interests of the Group, which is the long-term growth and value maximization of the Group. As such, the Board is of the view that the grant of Share Options to the Service Provider Grantees aligns with the purpose of the Share Option Scheme and the long-term interests of the Company and its Shareholders.

In accordance with Rule 23.04(1) of the GEM Listing Rules, the offer to Grant to each of the above Directors had been approved by all the independent non-executive Directors, save that each of the independent non-executive Directors of the Company had abstained from approving the resolutions relating to the Grant to himself/herself.

To the best knowledge, information and belief of the Board having made all reasonable enquiries, save as disclosed above, none of the Grantees is (i) a Director, chief executive or substantial Shareholder or an associate (as defined under the GEM Listing Rules) of any of them; (ii) a senior manager of the Company; or (ii) a related entity participant or service provider (as defined under the GEM Listing Rules).

The Grant will not result in (i) any independent non-executive Director, a substantial Shareholder, or any of their respective associates, having the Shares issued and to be issued under options (including the Share Options) and awards granted (excluding any options and awards lapsed) in the 12-month period up to and including the Date of Grant exceeding the 0.1% limit under Rule 23.04(3) of the GEM Listing Rules; and (ii) any of the other Grantees having the Shares issued and to be issued under options (including the Share Options) and awards granted (excluding any options and awards lapsed) in the 12-month period up to and including the Date of Grant exceeding the 1% individual limit under Rule 23.03D(1) of the GEM Listing Rules. None of the Grant is subject to the approval by the Shareholders.

Subsequent to the Grant, the number of Shares available for future grants under the Share Option Scheme and any other existing share scheme(s) of the Company are 840,882 Shares.

By order of the Board

Crypto Flow Technology Limited

Li Hongbin

Chairman

Hong Kong, 8 April 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.