Hatcher Group Limited — Capital/Financing Update 2023

Apr 17, 2023

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 any securities of the Company.

HATCHER GROUP LIMITED 亦⾠集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8365)

COMPLETION ANNOUNCEMENT

Reference is made to the announcement of Hatcher Group Limited (the “ Company ”) dated 14 February 2023 (the “ Announcement ”), in relation to the subscription of new shares of RC365 Holding Plc. Unless otherwise specified, capitalized terms used in this announcement shall have the same meanings as those defined in the Announcement.

The Board wishes to inform the Shareholders that completion of the RC365 Subscription took place, to which an aggregate of 18,000,000 RC365 Shares have been issued and allotted by RC365 Holding Plc to the Company, and the Company have settled the consideration by way of issue and allotment of an aggregate of 38,640,000 Consideration Shares to RC365 Holding Plc. With consideration of, among others, the Subscription Agreement and the Cooperation MOU, RC365 Holding Plc has agreed not to dispose the Consideration Shares pursuant to a lock-up period of 6 months commencing from the date of Completion.

Shareholding structure of the Company immediately before and after the Completion are as follows:

Substantial Shareholders	Immediately before the Completion	Immediately before the Completion		Immediately after the Completion	Immediately after the Completion
and Directors
	Number of	Approx.% of		Number of	Approx.% of
	Shares	shareholding		Shares	shareholding
Mr. Li Man Keung Edwin	159,970,000	18.75%		159,970,000	17.93%
(Note 1)
Great Win Global Limited	33,000,000	3.87%		33,000,000	3.70%
(Note 2)
Bright Music Limited_(Note 3)_	17,500,000	2.05%		17,500,000	1.96%
RC365 Holding Plc	-	-		38,640,000	4.33%
Other public Shareholders	642,874,000	75.34%		642,874,000	72.07%
Total	853,344,000	100.00%		891,984,000	100.00%

— 1 —

Notes:

• (1) 113,730,000 Shares are held by Tanner Enterprises Group Limited which is wholly owned by Mr. Li Man Keung Edwin, an executive Director. Mr. Li Man Keung Edwin also directly holds 46,240,000 Shares. The aggregate number of Shares beneficially owned by Mr. Li Man Keung Edwin is 159,970,000 Shares.

• (2) 33,000,000 Shares are held by Great Win Global Limited, which is wholly owned by Mr. Yeung Chun Yue David, an executive Director.

• (3) 17,500,000 Shares are held by Bright Music Limited, which is wholly owned by Mr. Hui Ringo Wing Kun, an executive Director.

By Order of the Board Hatcher Group Limited Hui Ringo Wing Kun Executive Director

Hong Kong, 17 April 2023

As at the date of this announcement, the Directors are:

Executive Directors:

• Mr. Li Man Keung Edwin (Executive Chairman)

• Mr. Hui Ringo Wing Kun

• Mr. Yeung Chun Yue David (Vice Chairman)

Independent Non-executive Directors:

• Mr. William Robert Majcher

• Mr. Ho Lik Kwan Luke

• Mr. Lau Pak Kin Patric

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited 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 will be published on the Company’s website at www.hatcher-group.com.

• for identification purpose only

— 2 —