Hatcher Group Limited — Capital/Financing Update 2024

Nov 15, 2024

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.

HATCHER GROUP LIMITED 亦辰集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8365)

APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

Reference is made to the announcement of the Company dated 23 September 2024, the holding announcement of the Company dated 27 September 2024, the supplemental announcement of the Company dated 14 October 2024, the further supplemental and clarification announcement of the Company dated 5 November 2024 and the further delay in despatch announcement dated 11 November 2024 (the “ Previous Announcements ”). Unless the context requires otherwise, capitalised terms in this announcement shall have the same meanings as defined in the Previous Announcements.

The Board is pleased to announce that Pelican Financial Limited, a corporation licensed to carry out Type 6 (advising on corporate finance) regulated activities under the SFO, has been appointed as the Independent Financial Adviser to advise the Independent Board Committee as to whether the Rights Issue, the Underwriting Agreement, the Whitewash Waiver, the CB Subscription and the transactions contemplated thereunder (the “ Proposed Transactions ”) are fair and reasonable and make recommendations as to voting. Such appointment has been approved by the Independent Board Committee pursuant to Rule 2.1 of the Takeovers Code.

A letter of advice from the Independent Financial Advisor to the Independent Board Committee in respect to the Rights Issue, the Underwriting Agreement, the Whitewash Waiver, and the CB Subscription will be included in the Circular to be despatched to the Shareholders in due course and in compliance with the requirements of the Takeovers Code and other applicable laws and regulations.

WARNINGS:

Shareholders and potential investors of the Company should note that the Rights Issue is conditional upon, among others, the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with the terms thereof. Accordingly, the Rights Issue may or may not proceed.

Any Shareholder or other person dealing in the Shares and/or the nil-paid Rights Shares up to the date on which all the conditions to which the Rights Issue are fulfilled (and the date on which the Underwriter’s right of termination of the Underwriting Agreement ceases) will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed.

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Shareholders and potential investors are advised to exercise caution when dealing in the Shares and/or the nil-paid Rights Shares. Any party who is in any doubt about his/her/its position or any action to be taken is recommended to consult his/her/its own professional adviser(s).

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

Hong Kong, 15 November 2024

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) Mr. Michael Stockford

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.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any such statement contained in this announcement misleading.

• for identification purposes only

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