Hong Kong Interactive Lab Limited entered into an agreement to acquire 55% stake in Your Choice Ever Best, Inc. from Sichuan Hengjia Energy Development Group Co. and LEWIN TECHNOLOGY HK LIMITED on March 16, 2023. Crypto Flow will pay 80,591,701 Consideration Shares for the acquisition in which 67,548,564 Shares will be issued to Ever Marvel Group Limited. Crypto Flow will acquire 510 shares and 100 shares representing approximately 46.36% and approximately 9.09% of the issued share capital of the Target Company owned by Sichuan Hengjia Energy Development Group Co. and LEWIN TECHNOLOGY HK LIMITED respectively. Crypto Flow has conditionally agreed to an aggregate Consideration of $4.3 million comprising an amount of $3.6 million payable to Sichuan Hengjia Energy Development Group Co. and $0.7 million payable to LEWIN TECHNOLOGY HK LIMITED. The net liabilities of Your Choice Ever Best is approximately $1.12 million and a Net loss of $1.12 million as at December 31, 2022.

The transaction is conditioned on the Listing Committee of the Stock Exchange having granted approval for listing of, and permission to deal in, the Consideration Shares, and such approval not having been revoked, suspended, withdrawn, or otherwise canceled, the Shareholders having approved at the EGM the Agreement and the transactions contemplated (including the Specific Mandate) thereunder in accordance with the Listing Rules, Crypto Flow Technology having received a certificate of good standing of Your Choice dated no more than 10 days prior to the Completion Date, Crypto Flow having received evidence satisfactory to it that all applicable taxes and other amounts payable by Your Choice have been paid or adequately provided for, the Sellers having executed and delivered all documents required to effectuate the transactions contemplated under the Agreement, Crypto Flow having been provided with copy of the service agreement(s) signed by and among Your Choice and the customers of the Agents, the representations and warranties of the Sellers contained in the Agreement being true and correct in all material respects as at the Completion Date, Crypto Flow having completed and being satisfied with the results from its due diligence reviews over the business affairs, operations and financial position of Your Choice, Mr. Chen Xiaojing, being one of the shareholders of the holding company of Sichuan Hengjia, having executed and delivered a personal guarantee, in the form to the satisfaction of Your Choice, in favour Your Choice and Crypto Flow guaranteeing the obligation of Sichuan Hengjia under the Sichuan Hengjia?s Undertaking; Crypto Flow having been provided with document(s) showing to Crypto Flow?s satisfaction that Your Choice has become the registered owner of the land on which the Big Data Center is situated; Crypto Flow having been provided with copy of agreement or consent from Indiana Michigan Power Company that all the existing agreements and arrangements in relation to the Indiana Michigan Power Company should be directly provided to Your Choice, all necessary authorizations, consents, and approvals from any authorities (including but not limited to governmental authority, shareholders and board?s resolutions) or other third party required to consummate the transactions contemplated by the Agreement having been obtained, Crypto Flow having received acknowledgement from Your Choice for the transfer of the Sale Loans.

The transaction is expected to close on September 30, 2023.