Hatcher Group Limited — Capital/Financing Update 2024

Nov 5, 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.

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

FURTHER SUPPLEMENTAL ANNOUNCEMENT AND CLARIFICATION

IN RELATION TO

(1) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL;

(2) PROPOSED CHANGE IN BOARD LOT SIZE;

(3) PROPOSED RIGHTS ISSUE ON THE BASIS OF THREE (3) RIGHTS SHARES FOR EVERY ONE (1) SHARE HELD ON THE RECORD DATE;

(4) CONNECTED TRANSACTION IN RELATION TO THE UNDERWRITING AGREEMENT;

(5) APPLICATION FOR WHITEWASH WAIVER;

(6) PROPOSED SUBSCRIPTION OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE; AND

(7) PROPOSED CAPITAL REDUCTION

Financial Adviser to the Company

==> picture [12 x 12] intentionally omitted <==

Underwriter to the Rights Issue Tanner Enterprises Group Limited

Placing Agent Redbridge Global Strategies Limited

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SUPPLEMENTAL ANNOUNCEMENT

This announcement is supplemental to the announcement of the Company dated 23 September 2024, the holding announcement of the Company dated 27 September 2024 and the supplemental and delay in despatch announcement of the Company dated 14 October 2024, being collectively the Previous Announcements.

The purpose of this announcement is to clarify and provide further information relevant to the subject matter of the Previous Announcements.

Save as set out below there is no change of terms or structure of the proposed increase in authorised share capital, proposed Change in Board Lot Size, Rights Issue, application for Whitewash Waiver or CB Subscription referred to in the Previous Announcements.

COMPLIANCE WITH RULE 12.1 OF THE TAKEOVERS CODE

As disclosed in the supplemental and delay in despatch announcement dated 14 October 2024, the Previous Announcement of 23 September 2024 constituted a “document” for the purposes of the Takeovers Code and the Previous Announcement should have been submitted to the Executive for vetting before it was published, in compliance with Rule 12.1 of the Takeovers Code. Due to an inadvertent oversight of the relevant requirement, the Company and VBG Capital Limited, the financial adviser of the Company, did not submit the Previous Announcement in advance to the Executive for comment. The Company will in future carefully observe and comply with other relevant requirements under the Takeovers Code in this regard.

DELAY IN DESPATCH OF CIRCULAR

As disclosed in the announcement dated 23 September 2024, the Circular containing, among other matters, further information in relation to the Rights Issue and other information relating to the Group was expected to be despatched by the Company on or before Monday, 14 October 2024. As additional time was required for the Company to prepare this announcement and will be required to prepare and finalise certain information to be contained in the Circular, the date of despatch of the Circular is expected to be postponed to a date falling on or before Monday, 11 November 2024 and the Company has applied for a waiver of Rule 8.2 of the Takeovers Code in that respect. The waiver was granted by the Executive on 21 October 2024.

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

Conditions of the Increase in Authorised Share Capital

Completion of the Increase in Authorised Share Capital is subject to the passing of an ordinary resolution by the Shareholders at the EGM, and will not be conditional on completion of the Rights Issue and the CB Subscription Agreement.

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PROPOSED CHANGE IN BOARD LOT SIZE

Conditions of the change in board lot size

The proposed change in board lot size will not be conditional on completion of the Rights Issue and the CB Subscription Agreement.

PROPOSED RIGHTS ISSUE AND REVISED TIMETABLE

Conditions of the Rights Issue

Completion of the Rights Issue is not conditional on completion of the CB Subscription Agreement, or vice versa.

No irrevocable undertaking

As at the date of this announcement, no irrevocable undertaking regarding whether to take up or reject the Rights Issue has been provided by any Directors or substantial shareholders or the Underwriter.

The Placing Agreement

The Placing of a maximum of 40,000,000 Unsubscribed Rights Shares will be subject to the Underwriter having taken up 88,452,080 Unsubscribed Rights Shares which is the maximum number it may be required to take up under the Underwriting Agreement.

If there are fewer than 88,452,080 Unsubscribed Rights Shares, the Underwriter will take them up in full and there will be no Unsubscribed Right Shares to be placed in the Placing.

If there are more than 88,452,080 Unsubscribed Rights Shares but less than 128,452,080 Unsubscribed Rights Shares, the Underwriter will take up 88,452,080 Unsubscribed Rights Shares and the remaining Unsubscribed Rights Shares will be subject to the Placing.

Conditions precedent to the Underwriting Agreement and the Rights Issue

The completion of the Rights Issue and the obligations of the Underwriter under the Underwriting Agreement are conditional on:

• (a) passing by the Shareholders of ordinary resolutions to approve the Rights Issue and the Underwriting Agreement and the transactions contemplated thereunder;

• (b) the Listing Committee granting or agreeing to grant (subject to allotment) and not having withdrawn or revoked the listing of and permission to deal in the Rights Shares (in their nil-paid and fully-paid forms);

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• (c) the Executive granting the Whitewash Waiver and the satisfaction of all conditions (if any) attached to the Whitewash Waiver;

• (d) the delivery to the Stock Exchange for authorisation and the registration with the Registrar of Companies in Hong Kong respectively of one copy of each of the Prospectus Documents duly signed by all the Directors (or by their agents duly authorised in writing) as having been approved by resolution of the Directors (together with any other documents required by applicable law or regulation to be annexed thereto) by no later than the Prospectus Posting Date;

• (e) the posting of the Prospectus Documents to the Non-Qualifying Shareholders by no later than the Prospectus Posting Date and the posting of the Prospectus and a letter to the Non-Qualifying Shareholders, if any, for information purpose only explaining the circumstances in which they are not permitted to participate in the Rights Issue by no later than the Prospectus Posting Date;

• (f) the compliance with the requirements under the applicable laws and regulations of Hong Kong and Cayman Islands;

• (g) the representations, warranties of the Company referred to in the Underwriting Agreement remaining true and accurate and not misleading in all material respects at all times;

• (h) there being no breach of the undertakings and obligations of the Company under the terms of the Underwriting Agreement; and

• (i) the Underwriting Agreement not being terminated by the Underwriter pursuant to the terms hereof on or before the Latest Time for Termination.

Other than conditions (g) to (i) which can be waived in whole or in part by the Underwriter by notice in writing to the Company prior to the Latest Time for Termination, all other conditions above cannot be waived. In the event any of the said conditions is not fulfilled or waived, the Underwriting Agreement shall terminate (save in respect of any rights and obligations accrued under the Underwriting Agreement prior to such termination) and neither the Company nor the Underwriter shall have any claim against the other for costs, damages, compensation or otherwise save for any antecedent breach, and the Rights Issue will not proceed.

The long stop date of the Underwriting Agreement (by which date all conditions to the Underwriting Agreement must have been fulfilled or (where permitted) waived) is 30 April 2025, or such other date as the Underwriter and the Company may agree in writing.

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Revised expected timetable for the Rights Issue

Set out below is the revised timetable for the Rights Issue. This is indicative only.

Event	Date and Time
Despatch of the Circular together with notice of EGM and proxy form	Monday, 11 November 2024
for EGM
Latest time for lodging transfer documents of the Shares to qualify for	4:30 p.m. on
attendance and voting at the EGM	Friday, 29 November 2024
Closure of register of members of the Company for determining the	Monday, 2 December 2024 to
identity of the Shareholders entitled to attend and vote at the EGM	Friday, 6 December 2024
	(both dates inclusive)
Latest time for lodging proxy forms for the EGM	11:00 a.m. on Wednesday,
	4 December 2024
Record date for attendance and voting at the EGM	Friday, 6 December 2024
Date and time of the EGM to approve the proposed Rights Issue	11:00 a.m. on Friday,
	6 December 2024
Announcement of the poll results of the EGM	Friday, 6 December 2024
Register of members of the Company re-opens	Monday, 9 December 2024
The following conditional on the implementation of the Change in	Board Lot Size and the Rights
Issue and therefore the dates are tentative only:
Last day of dealings in the Shares on a cum-rights basis relating	Tuesday, 10 December 2024
to the Rights Issue
Effective date of the Change in Board Lot Size, from 5,000 Shares	Wednesday, 11 December 2024
each to 10,000 Shares each
Designated broker starts to stand in the market to provide matching	9:00 a.m. on Wednesday,
services for odd lots of Shares	11 December 2024
First day of dealings in the Shares on an ex-rights basis relating to the	Wednesday, 11 December 2024
Rights Issue

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Date and Time

Event

Latest time for the Shareholders to lodge transfer documents of the	4:30 p.m. on
Shares in order to be qualified for the Rights Issue	Thursday, 12 December 2024
Closure of register of members to determine the entitlements to the	Friday, 13 December 2024 to
Rights Issue (both dates inclusive)	Thursday, 19 December 2024
	(both dates inclusive)
Record date for the Rights Issue	Thursday, 19 December 2024
Register of members of the Company re-opens	Friday, 20 December 2024
Despatch of the Prospectus Documents (including the PAL and	Friday, 20 December 2024
Prospectus), and in case of the Non-Qualifying Shareholders,
the Prospectus only
First day of dealings in nil-paid Rights Shares	Tuesday, 24 December 2024
Latest time for splitting the PAL	4:00 p.m. on Monday,
	30 December 2024
Last day of dealings in nil-paid Rights Shares	Friday, 3 January 2025
Designated broker ceases to provide matching services for odd lots of	4:00 p.m. on Friday,
Shares	3 January 2025
Latest time for acceptance of and payment for the Rights Shares	4:00 p.m. on Wednesday,
	8 January 2025
Announcement of the number of Unsubscribed Rights Shares subject	Thursday, 16 January 2025
to the Compensatory Arrangements
Commencement of placing of Unsubscribed Rights Shares by the	Friday, 17 January 2025
Placing Agent
Latest time for placing of the Unsubscribed Rights Shares by the	Tuesday, 21 January 2025
Placing Agent
Latest time for terminating the Underwriting Agreement and for the	4:00 p.m. on Tuesday,
Rights Issue to become unconditional	21 January 2025

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Date and Time

Event

Announcement of results of the Rights Issue published on the Thursday, 23 January 2025 respective websites of the Stock Exchange and the Company Despatch of share certificates for fully-paid Rights Shares and Tuesday, 28 January 2025 completion of placing or subscription of any Unsubscribed Rights Share Despatch of refund cheques, if any, if the Rights Issue is terminated Tuesday, 28 January 2025 Commencement of dealings in fully-paid Rights Shares 9:00 a.m. on Monday, 3 February 2025 Payment of Net Gain to relevant No Action Shareholders (if any) or Thursday, 6 February 2025 Non-Qualifying Shareholders (if any) The following events are conditional on the fulfilment of the conditions for the implementation of the Capital Reduction and Sub-division and therefore the dates are tentative Expected effective date of the Capital Reduction and the Sub-division Before 9:00 a.m. on Friday, 7 February 2025 Commencement of dealing in the New Ordinary Shares 9:00 a.m. on Friday, 7 February 2025 First day of free exchange of existing share certificates for new Friday, 7 February 2025 certificates for the New Ordinary Shares Last day of free exchange of existing share certificates for new Friday, 7 March 2025 certificates for the New Ordinary Shares

Takeovers Code Rule 26

Any Shareholder, together with parties acting in concert with it (if any), who as a result of the Rights Issue collectively hold 30% or more of the voting rights in the Company will, subject to any waiver which may be applied for and granted by the SFC, be obliged to make a mandatory general offer under Rule 26.1 of the Takeovers Code for all the Shares not already held by it.

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Reasons for and benefits of the Rights Issue and use of proceeds

Pursuant to ongoing development strategies of the Group, the Group has been undergoing a diversified expansion from its SFC-licensed businesses to the inclusion of providing ESG advisory, business consultancy services, corporate secretarial services, accounting and taxation services, risk management and internal control advisory services and human resources services in Hong Kong.

Following 2023, the Group continued to seek and profit from potential investment targets, including but not limited to entering into strategic cooperations with payment gateway providers, AI algorithm developers, big data platforms and other integrated solutions providers.

The Board considers that it is in the interests of the Company and its shareholders to continue its diversified expansion and investing in gaming and entertainment businesses taking into consideration forecast increase in the global online game industry.

According to publicly available-information, the global mobile online game industry was valued at approximately US$108.2 billion in 2022 and is projected to grow annually at a compound annual growth rate (CAGR) of approximately 13.6% during the period from 2023 to 2030, reaching approximately US$339.5 billion by 2030. In particular, the following sets forth the forecast market growth of the mobile online game industry by specific region or country.

• (a) Japan: The Japan mobile online game industry is projected to generate revenue of approximately US$16.77 billion in 2024 and is expected to exhibit an annual growth rate of approximately 5.73% between 2024 and 2028, reaching approximately US$20.96 billion by 2028;

• (b) United States: The United States mobile online game industry is projected to generate revenue of approximately US$19.61 billion in 2024 and is expected to exhibit an annual growth rate of approximately 6.77% between 2024 and 2027, reaching approximately US$23.87 billion by 2027;

• (c) Europe: The Europe mobile online game industry is projected to generate revenue of approximately US$8.23 billion in 2024 and is expected to exhibit an annual growth rate of approximately 6.71% between 2024 and 2027, reaching approximately US$10.0 billion by 2027; and

• (d) Southeast Asia: The Southeast Asia mobile online game industry is projected to generate revenue of approximately US$3.14 billion in 2024 and is expected to exhibit an annual growth rate of approximately 7.40% between 2024 and 2027, reaching approximately US$3.89 billion by 2027.

Based on the above, the Board considers that the Group will be able to benefit from the potential growth by investing in the gaming and entertainment business.

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With reference to the voluntary announcement of the Company dated 26 September 2024, the Company and Chromatic Media Ltd., an investment holding company principally engaged in the development and operations of its social gaming platform (the “ Target Company ”), entered into a non-legally binding letter of intent to which the Company intends to invest approximately US$5.0 million in the establishment of a wholly-owned subsidiary to be incorporated in a gaming-friendly jurisdiction and the strategic cooperation with the Target Company following the Company’s development in the gaming industry, subject to the legal due diligence to be conducted prior to entering into any potential transaction.

As mentioned in announcement of the Company dated 23 September 2024, the net proceeds from the Rights Issue after deducting the estimated expenses in relation to the Rights Issue are estimated to be not more than (i) approximately HK$31.1 million (assuming no change in the number of Shares in issue on or before the Record Date); or (ii) approximately HK$32.0 million (assuming no change in the number of Shares in issue on or before the Record Date other than the new Shares to be allotted and issued pursuant to the full exercise of the outstanding options to subscribe for Shares granted under the share option scheme adopted by the Company on 4 May 2017.

By way of clarification of the announcement of the Company dated 23 September 2024, a portion of the estimated net proceeds of Rights Issue, being approximately HK$21.8 million, is expected to be utilised in development of the gaming and entertainment business, and the remaining net proceeds, being approximately HK$9.3 million, are expected to be used as general working capital in following manner:

Intended use of the net proceeds of Rights Issue Establishment of a wholly-owned subsidiary to be incorporated in a gaming– friendly jurisdiction and the hiring of operational staff for the gaming platform Marketing expense for capturing new customers to take part in the gaming platform General working capital Total	Net proceeds to be used HK$5.4 million HK$15.4 million HK$9.3 million HK$31.1 million

The size of the fundraising was determined based on the estimated budget for the Company to invest in the gaming and entertainment business, and divided in proportion to the details of the plan as disclosed above.

The Company has no intention to dispose of, downsize or terminate any of its existing businesses.

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PROPOSED SUBSCRIPTION OF THE CONVERTIBLE BONDS UNDER SPECIFIC MANDATE AND INFORMATION ON THE CB SUBSCRIBER

The ultimate beneficial owner of the CB Subscriber is Dr. Zhe Zhang, who is the founder and CEO of SIFT Capital Partners Limited, a corporation licensed to carry out type 9 (asset management) activities under the SFO. The assets under management of the CB Subscriber are approximately US$21.0 million.

At the date of this announcement, Dr. Zhe Zhang, being the ultimate beneficial owner of the CB Subscriber, (i) had no relationship with Tanner Enterprises or Mr. Li Man Keung Edwin; (ii) was not a concert party with Tanner Enterprises, Mr. Li Man Keung Edwin, Mr. Yeung Chun Yue, Mr. Hui Ringo Wing Kun or any parties acting in concert with any of them; and (iii) did not hold any Shares in the Company.

Mr. Michael Stockford is the sole ultimate beneficial owner of Redbridge Capital Management Limited, which is the investment manager of the CB Subscriber.

As at the date of the announcement of the Company dated 23 September 2024, Mr. Michael Stockford (i) has no relationship with Tanner Enterprises or Mr. Li Man Keung Edwin; (ii) is not a concert party with Tanner Enterprises, Mr. Li Man Keung Edwin, Mr. Yeung Chun Yue, Mr. Hui Ringo Wing Kun or any parties acting in concert with any of them; and (iii) does not hold any of the Shares in the Company.

CB Subscription

With reference to the section under “Conditions of the Subscription Agreement” of the announcement of the Company dated 23 September 2024, the CB Subscription is conditional, among others, all necessary consents and approvals required to be obtained on the part of the Company and on the part of the Subscriber respectively in respect of the CB Subscription Agreement and the transactions contemplated thereunder having been obtained.

Despite no additional consents and approvals other than the respective board resolutions of the Company and the CB Subscriber is necessary as at the date of this announcement, neither the CB Subscriber or the Company should be constrained by the addition of any consents and approvals should any party deem necessary for the completion of the CB Subscription.

The CB Subscription is not conditional on the completion of the Rights Issue or the Placing.

The net proceeds from the CB Subscription are expected to be approximately HK$5,670,000. The Company intends to apply the net proceeds from the CB Subscription as general working capital of the Group.

Pursuant to the ongoing development strategies, the Directors anticipate the Company will be able to create synergy with the CB Subscriber by utilizing its financial expertise and building from the Subscriber’s network of contacts and they consider that (i) the net proceeds from the Subscription will help the Group with its potential growing operation and administrative expenses; and (ii) acquisition of the Conversion Shares will act as an incentive for the Subscriber to contribute to the continuous growth of the Group.

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EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below is the shareholding structure of the Company (i) as at the date of this announcement and as expected; (ii) immediately after completion of the Rights Issue assuming all Qualifying Shareholders take up their respective entitlements; (iii) immediately after completion of the Rights Issue assuming no Qualifying Shareholders take up their respective entitlements and the maximum Unsubscribed Rights Shares are taken up by the Underwriter and remaining Unsubscribed Rights Shares are placed under the Compensatory Arrangements; (iv) immediately after completion of the Rights Issue assuming the maximum Unsubscribed Rights Shares is taken up by the Underwriter and none of the remaining Unsubscribed Rights Shares are placed under the Compensatory Arrangements; and (iv) immediately after full conversion of the Convertible Bonds at the initial Conversion Price (assuming that there are no other changes to the shareholding structure of the Company from the date of this announcement up to the full conversion of the Convertible Bonds):

Substantial Shareholders and Directors Tanner Enterprises (Note 1) Mr. Li Man Keung Edwin (Note 1) Mr. Yeung Chun Yue David (Note 2) Mr. Hui Ringo Wing Kun (Note 3) Total Shares held by Tanner Enterprises and concert parties Public Shareholders Mr. Gan Fanglun Placees CB Subscriber Other public shareholders Total	As at the date of this Announcement Number of Shares Approximate % 4,549,200 10.62% 2,049,600 4.79% 1,520,000 3.55% 900,000 2.10% 9,018,800 21.06% 7,416,000 17.32% – 0.00% – 0.00% 26,382,560 61.62% 42,817,360 100.00%	Assuming all Qualifying Shareholders take up their respective entitlements Assuming no Qualifying Shareholders take up their respective entitlements under the Rights Issue and the Unsubscribed Rights Shares and the NQS Unsold Rights Shares are underwritten by the Underwriter and placed under the Compensatory Arrangements Number of Shares Approximate % Number of Shares Approximate % 18,196,800 10.62% 93,001,280 54.30% 8,198,400 4.79% 2,049,600 1.20% 6,080,000 3.55% 1,520,000 0.89% 3,600,000 2.10% 900,000 0.53% 36,075,200 21.06% 97,470,880 56.91% 29,664,000 17.32% 7,416,000 4.33% – 0.00% 40,000,000 23.36% – 0.00% – 0.00% 105,530,240 61.62% 26,382,560 15.40% 171,269,440 100.00% 171,269,440 100.00%	Assuming the maximum Unsubscribed Shares and the NQS Unsold Rights Shares are underwritten by the Underwriter and no Unsubscribed Rights Shares are placed under the Compensatory Arrangements Number of Shares Approximate % 93,001,280 70.85% 2,049,600 1.56% 1,520,000 1.16% 900,000 0.69% 97,470,880 74.25% 7,416,000 5.65% – 0.00% – 0.00% 26,382,560 20.10% 131,269,440 100.00%	Immediately upon full conversion of the Convertible Bonds at the initial Conversion Price (Note 4) Number of Shares Approximate % 93,001,280 49.14% 2,049,600 1.08% 1,520,000 0.80% 900,000 0.48% 97,470,880 51.50% 7,416,000 3.92% 40,000,000 21.13% 18,000,000 9.51% 26,382,560 13.94% 189,269,440 100.00%	Immediately upon full conversion of the Convertible Bonds at the initial Conversion Price (Note 4) Number of Shares Approximate % 93,001,280 49.14% 2,049,600 1.08% 1,520,000 0.80% 900,000 0.48% 97,470,880 51.50% 7,416,000 3.92% 40,000,000 21.13% 18,000,000 9.51% 26,382,560 13.94% 189,269,440 100.00%
					100.00%

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Notes:

1. 4,549,200 Shares are held by Tanner Enterprises which is wholly owned by Mr. Li Man Keung Edwin, an executive Director. Mr. Li Man Keung Edwin also directly holds 2,049,600 Shares. The aggregate Shares beneficially owned by Mr. Li Man Keung Edwin is 6,598,800 Shares.

2. 1,520,000 Shares are held by Great Win Global Limited, which is wholly owned by Mr. Yeung Chun Yue David, an executive Director.

3. 900,000 Shares are held by Bright Music Limited, which is wholly owned by Mr. Hui Ringo Wing Kun, an executive Director.

4. It will be a term of the Convertible Bonds that the conversion rights attached to them cannot be exercised to the extent that the public float of the Company will be less than 25% of the issued share capital of the Company following such exercise, or such exercise will result in the Company being in breach of any provision of the GEM Listing Rules.

The above table is for illustration purposes only and the actual changes in the shareholding structure of the Company upon completion of the Rights Issue may be different for various reasons, including the results of the Rights Issue.

TAKEOVERS CODE IMPLICATIONS AND APPLICATION FOR WHITEWASH WAIVER

As at the date of the Previous Announcement, the Underwriter and parties acting in concert with it for the purposes of the Takeovers Code (being Mr. Li Man Keung Edwin, Mr. Yeung Chun Yue David and Mr. Hui Ringo Wing Kun), taken together, in aggregate, hold 9,018,800 Shares, representing approximately 21.06% of the issued share capital of the Company.

Assuming (i) there is no change in the number of issued Shares from 23 September 2024, being the date of the announcement of the Company dated 23 September 2024, up to and including the closing date of the Rights Issue; (ii) none of the Qualifying Shareholders take up their entitlements under the Rights Issue; and (iii) a maximum of 88,452,080 Unsubscribed Rights Shares are taken up by Tanner Enterprise, the aggregate shareholding of the concert party comprising Mr. Li Man Keung Edwin, Tanner Enterprises, Mr. Yeung Chun Yue David and Mr. Hui Ringo Wing Kun, upon the close of the Rights Issue will increase from the current level of approximately 21.06% to approximately 56.91% of the issued share capital of the Company as enlarged by the issue of the Rights Shares. Tanner Enterprises will, in the absence of the Whitewash Waiver, be obliged to make a mandatory cash offer for all issued Shares not already owned or agreed to be acquired by it pursuant to Rule 26.1 of the Takeovers Code.

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If the Whitewash Waiver is granted by the Executive and approved by Independent Shareholders, and all 88,452,080 Underwritten Shares are taken up by Tanner Enterprises pursuant to the Underwriting Agreement the aggregate voting rights in the Company held by Tanner Enterprises immediately afterwards will represent approximately 54.30% of all voting rights (assuming no change in the number of Shares in issue on or before the Record Date) and the aggregate voting rights in the Company held by Mr. Li Man Keung Edwin and parties acting in concert with him (being Tanner Enterprises, Mr. Yeung Chun Yue David and Mr. Hui Ringo Wing Kun) will exceed 50% of the voting rights of the Company. Tanner Enterprises may further increase its holding of voting rights of the Company without incurring any further obligation under Rule 26 of the Takeovers Code to make a general offer. An application has been made by Tanner Enterprises to the Executive for the Whitewash Waiver pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code. The Whitewash Waiver, if granted by the Executive, will be subject to, among other things, the approval of the Independent Shareholders at the EGM by way of poll. Under the Takeovers Code, the resolution in relation to the Whitewash Waiver must be approved by at least 75% of the independent votes that are cast either in person or by proxy by the Independent Shareholders at the EGM by way of poll.

The Rights Issue, the Underwriting Agreement and the transactions contemplated thereunder will be subject to, among other things, the approval by more than 50% of the Independent Shareholders at the EGM by way of poll.

The Executive may or may not grant the Whitewash Waiver. It is a condition precedent to the Rights Issue that the Whitewash Waiver is granted by the Executive. The Rights Issue will not proceed if the Whitewash Waiver is not granted by the Executive or if any other condition precedent under the Underwriting Agreement is not fulfilled.

The Company believes that the Rights Issue, the Underwriting Agreement and the transactions contemplated thereunder and the Whitewash Waiver would not give rise to any concerns in relation to compliance with other applicable rules or regulations (including the GEM Listing Rules). If a concern should arise after the release of this announcement, the Company will endeavour to resolve the matter to the satisfaction of the relevant authority as soon as possible in any event before the despatch of the Circular. The Company notes that the Executive may not grant the Whitewash Waiver if the Rights Issue, the Underwriting Agreement and the transactions contemplated thereunder do not comply with applicable rules and regulations.

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CONFIRMATIONS BY THE UNDERWRITER AND PARTIES ACTING IN CONCERT WITH IT, ETC.

Each of Tanner Enterprises, Mr. Li Man Keung Edwin, Mr. Yeung Chun Yue David, Mr. Hui Ringo Wing Kun and Mr. Michael Stockford has confirmed that none of them and persons acting in concert with any of them has acquired any voting rights in the Company nor dealt in any securities of the Company and there have been no disqualifying transactions as stipulated under paragraph 3 of Schedule VI to the Takeovers Code, in the six-month period preceding the date of the Previous Announcement dated 23 September 2024 and up to and including the date of this announcement.

Each of Tanner Enterprises, Mr. Li Man Keung Edwin, Mr. Yeung Chun Yue David, Mr. Hui Ringo Wing Kun and Mr. Michael Stockford has confirmed that as at the date of this announcement,

• (a) save for (i) 6,598,800 Shares, representing approximately 15.41% of the issued share capital of the Company owned by Mr. Li Man Keung Edwin or Tanner Enterprises, a company controlled by Mr. Li Man Keung Edwin; (ii) 1,520,000 Shares, representing approximately 3.55% of the issued share capital of the Company owned by Mr. Yeung Chun Yue David; (iii) 900,000 Shares, representing approximately 2.10% of the issued share capital of the Company owned by Mr. Hui Ringo Wing Kun, they and persons acting in in concert with any of them do not hold, control or have direction over any Shares, convertible securities, warrants or options of the Company or any outstanding derivatives in respect of relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company;

• (b) they and persons acting in concert with any of them have not received any irrevocable commitment or arrangements to vote in favour of or against the resolutions in respect of the Rights Issue, the Underwriting Agreement, the Whitewash Waiver and the CB Subscription;

• (c) there is no borrowing or lending of any relevant securities (as defined in Note 4 of Rule 22 of the Takeovers Code) of the Company by them and persons acting in concert with them.

• (d) save for the Underwriting Agreement, there is no arrangement of the type referred to in Note 8 to Rule 22 of the Takeovers Code (whether by way of option, indemnity or otherwise) in relation to the Shares which might be material to the Rights Issue, the Underwriting Agreement, the Whitewash Waiver and the CB Subscription;

• (e) other than those referred to in the section headed “Conditions precedent of the Underwriting Agreement” in this announcement, there is no agreement or arrangement to which any of them or any person acting in concert with them is a party which related to the circumstances in which any of them may or may not invoke or seek to invoke a precondition or a condition to the Rights Issue, the Underwriting Agreement, the Whitewash Waiver and the CB Subscription;

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• (f) none of them has dealt in any relevant securities of the Company in the 6-month period preceding this announcement; and

• (g) none of them has entered into any derivative in respect of the relevant securities in the Company which are outstanding.

As at the date of this announcement:

• (a) apart from commission in respect of Rights Shares and underwritten by the Underwriter, the Company has not paid and will not pay any consideration, compensation or benefit in whatever form to the Underwriter, Li Man Keung Edwin and parties acting in concert with either of them in connection with the Rights Issue and the Underwriting Agreement;

• (b) apart from the Underwriting Agreement, there is no understanding, arrangement or special deal between any member of the Group on the one hand, and the Underwriter, Li Man Keung Edwin and parties acting in concert with either of them on the other hand; and

• (c) there is no understanding, arrangement or agreement or special deal between (i) any Shareholders (excluding the Underwriter, Li Man Keung Edwin and parties acting in concert with any of them who are Shareholders); and (ii)(x) the Underwriter, Li Man Keung Edwin and parties acting in concert with either of them; or (y) the Company, its subsidiaries or associated companies.

INFORMATION ON MR. MICHAEL STOCKFORD AND RELATIONSHIP WITH THE PLACING AGENT AND CB SUBSCRIBER

Tanner Enterprises, Mr. Li Man Keung Edwin, Mr. Yeung Chun Yue, Mr. Hui Ringo Wing Kun are presumed to be acting in concert in respect of the Company under Class 6 (directors of the Company (together with their close relatives, related trusts and companies controlled by such directors, their close relatives and related trusts)) in the definition of “acting in concert” in the Takeovers Code. The Placing Agent has confirmed that it and its ultimate beneficial owners and their concert parties do not own any Shares and are not acting in concert with Tanner Enterprises and its concert parties.

Mr. Michael Stockford’s appointment as an executive director of the Company announced in the announcement of the Company dated 23 September 2024 took effect from 1 October 2024. He has advised the Company that neither he nor any companies controlled by him nor any party acting in concert with him is a shareholder of the Company.

Mr. Michael Stockford has advised the Company that he beneficially owns approximately 34.0% of Redbridge Global Strategies Limited, being the Placing Agent, and the that remaining 66% is beneficially owned by two Independent Third Parties, namely Mr. Panagiotis Georgiou and Mr. Ignacio Infante who are both businessmen based in Europe and investors in the capital markets in Asia. As at the date of this announcement, none of Redbridge Global Strategies Limited, Mr. Michael Stockford, Mr. Panagiotis Georgiou or Mr. Ignacio Infante beneficially owns any Shares of the Company.

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Mr. Stockford is the sole ultimate beneficial owner of Redbridge Capital Management Limited, which is the investment manager of the CB Subscriber.

Mr. Michael Stockford has advised the Company that neither the Placing Agent nor Mr. Michael Stockford has any side arrangements, agreements, understanding or undertaking (whether formal or informal and whether express or implied) with the Company. There will be no placing commission payable by the Company to the Placing Agent and the engagement of the Placing Agent is a connected transaction for the Company that is fully exempt under the “de minimis” provisions in Chapter 20 of the GEM Listing Rules.

Mr. Michael Stockford became an executive Director of the Company on 1 October 2024. Mr. Michael Stockford (i) has no other relationship with Tanner Enterprises or Mr. Li Man Keung Edwin; (ii) is not acting in concert with Tanner Enterprises, Mr. Li Man Keung Edwin, Mr. Yeung Chun Yue, Mr. Hui Ringo Wing Kun or any parties acting in concert with any of them in respect of the Company; and (iii) did not hold any Shares in the Company at the date of the CB Subscription Agreement and does not hold any at the date of this announcement. At the time the CB Subscription Agreement was executed, Mr. Stockford was not a connected person of the Company.

The Company has been advised separately by Tanner Enterprises and the Placing Agent that they are not acting in concert.

Takeovers Code Rule 26.4

Rule 26.4 of the Takeovers Code, amongst other things, except with the consent of the Executive, no nominee of an offeror or persons acting in concert with it may be appointed to the board of the Company until the offer document has been posted. As none of Mr. Michael Stockford or any of his companies held any shares in the Company at the date of his appointment, and Mr. Michael Stockford is not acting in concert with any other person in respect of the Company as at the date of his appointment, the Company considers that Rule 26.4 of the Takeovers Code does not apply to Mr. Michael Stockford’s appointment as an executive director with.

As a result of the appointment of Mr. Michael Stockford as an executive director of the Company, Mr. Michael Stockford is presumed to be acting in concert with Mr. Li Man Keung Edwin, Mr. Yeung Chun Yue David and Mr. Hui Ringo Wing Kun as he will now falls within Class 6 (directors of the Company (together with their close relatives, related trusts and companies controlled by such directors, their close relatives and related trusts)) of those presumed to act in concert in the definition of “acting in concert” in the Takeovers Code.

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IMPLICATIONS UNDER THE GEM LISTING RULES AND THE TAKEOVERS CODE

As at the date of this announcement, (i) Mr. Li Man Keung Edwin holds directly and indirectly through Tanner Enterprises an aggregate of approximately 15.41% of the issued Shares; (ii) Mr. Yeung Chun Yue David indirectly holds through Great Win Global Limited approximately 3.55%; and (iii) Mr. Hui Ringo Wing Kun indirectly holds through Bright Music Limited approximately 2.10% of the issued Shares; and (iv) Mr. Michael Stockford does not directly or indirectly hold any Shares. Save for Mr. Li Man Keung Edwin’s, Mr. Yeung Chun Yue David’s and Mr. Hui Ringo Wing Kun’s interests in the Shares, no other Director or chief executive of the Company and their respective associates are interested in the Shares as at the date of this announcement.

The Company has no controlling shareholder, and the Directors (excluding the Independent NonExecutive Directors) and the chief executive of the Company, and their respective associates will be required to abstain from voting in favour of the proposed resolution approving the Rights Issue in accordance with Rule 10.29(1) of the GEM Listing Rules. Accordingly, Mr. Li Man Keung Edwin, Mr. Yeung Chun Yue David, Mr. Hui Ringo Wing Kun and Mr. Michael Stockford will abstain from voting in favour of the resolution to approve the Rights Issue and the transactions contemplated thereunder at the EGM.

Tanner Enterprises, Mr. Li Man Keung Edwin, Mr. Yeung Chun Yue David and Mr. Hui Ringo Wing Kun, parties acting in concert with any of them and shareholders who are interested in and involved in the Underwriting Agreement, the Whitewash Waiver and transactions contemplated thereunder will be required to abstain from voting in respect of the resolutions to approve the Underwriting Agreement and the Whitewash Waiver at the EGM.

As at the date of the CB Subscription Agreement, Mr. Michael Stockford was not a connected person of the Company. As he is now an executive Director and a connected person of the Company, the Board has agreed with the CB Subscriber to treat the CB Subscription Agreement as a connected transaction of the Company and it will be subject to approval of Independent Shareholders and other requirements of Chapter 20 of the GEM Listing Rules. Tanner Enterprises, Mr. Li Man Keung Edwin, Mr. Yeung Chun Yue David and Mr. Hui Ringo Wing Kun, the Placing Agent, Mr. Michael Stockford and parties acting in concert with any of them and shareholders who are materially interested in the CB Subscription Agreement will be required to abstain from voting in respect of the resolution to approve the CB Subscription Agreement at the EGM.

Accordingly, in accordance to the GEM Listing Rules and the Takeovers Code, all of the executive Directors and the Underwriter, namely Mr. Li Man Keung Edwin, Mr. Yeung Chun Yue David, Mr. Hui Ringo Wing Kun and Tanner Enterprises and their respective concert parties and associates who are involved in, or interested in, the Rights Issue, the Underwriting Agreement, the Whitewash Waiver and the CB Subscription will be required to abstain from voting in respect of the resolutions to approve the Rights Issue, the Underwriting Agreement, the Whitewash Waiver and the CB Subscription at the EGM. Save for the above, as at the date of this announcement, no other Shareholders is required to abstain from voting on the relevant resolutions at the EGM.

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The Directors (other than the Independent Non-Executive Directors who will form a view after receiving the advice of the Independent Financial Adviser) are of the view that the terms of the Rights Issue, the Underwriting Agreement, the Whitewash Waiver and the CB Subscription Agreement are on normal commercial terms and are fair and reasonable so far as the Company and the Shareholders are concerned and in the interests of the Company and the Shareholders as a whole.

The EGM will be convened for the Shareholders to consider and, if thought fit, approve the Rights Issue, the Underwriting Agreement, the Whitewash Waiver, the CB Subscription and the transactions contemplated thereunder amongst other things. The Circular containing, among other things, (i) further details of the Rights Issue, the Underwriting Agreement, the Whitewash Waiver and the CB Subscription; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Rights Issue, the Underwriting Agreement, the Whitewash Waiver and the CB Subscription; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders on them; and (iv) a notice convening the EGM, is expected to be despatched to the Shareholders on or before Monday, 11 November 2024.

ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE AND APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

The Company has established the Independent Board Committee, comprising (i) all the Independent Non- Executive (who have all confirmed that they have no direct or indirect interest in the Rights Issue, the Underwriting Agreement, the Whitewash Waiver, the CB Subscription and the transactions contemplated thereunder), to advise the Independent Shareholders in respect of the Rights Issue, the Underwriting Agreement, the Whitewash Waiver, the CB Subscription and the transactions contemplated thereunder on whether the terms are fair and reasonable and in the interest of the Company and the Independent Shareholders as a whole, and whose opinion will be set forth in the letter from the Independent Board Committee after considering the advice from the Independent Financial Adviser.

Pelican Financial Limited has been appointed with the approval of the Independent Board Committee pursuant to Rule 2.1 of the Takeovers Code to advise the Independent Board Committee and the Independent Shareholders as to whether the Rights Issue, the Underwriting Agreement, the Whitewash Waiver, the CB Subscription and the transactions contemplated thereunder are fair and reasonable and make recommendations as to voting. The advice of Pelican Financial Limited 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.

Pelican Financial Limited is a corporation licensed to carry out type 6 (advising on corporate finance) regulated activities under the SFO.

The Executive may or may not grant the Whitewash Waiver. If the Whitewash Waiver is not granted by the Executive, or if granted, is not approved by the Independent Shareholders, the Rights Issue will not become unconditional and will not proceed.

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WARNING OF THE RISKS OF DEALING IN THE SHARES AND NIL-PAID RIGHTS SHARES

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.

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).

DEFINITIONS

Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the announcement of the Company dated 23 September 2024, and the following terms have the following meanings in this announcement.

Unless otherwise specified, the following terms have the following meanings in this announcement and some of them are revisions to terms defined in the announcement of the Company dated 23 September 2024 and are materially different.

“Circular” the circular to be published by the Company containing, amongst other things, information about the proposed increase in authorised share capital, proposed Change in Board Lot Size, the Rights Issue, the application for Whitewash Waiver, the CB Subscription and transactions contemplated thereunder, and notice of the EGM

• “Convertible Bonds” the convertible bonds in the aggregate principal amount of HK$5,670,000 to be issued by the Company to the CB Subscriber pursuant to the CB Subscription Agreement

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• “Independent Board the independent board committee of the Board, comprising all the Committee” Independent Non-Executive Director; and (ii) all the independent nonexecutive Directors, has been formed in accordance with the requirements of the Takeovers Code for the purpose of giving recommendations to Independent Shareholders as to whether the Whitewash Waiver, and the transactions contemplated under the Rights Issue, and the Underwriting Agreement and the CB Subscription are fair and reasonable and as to voting

• “Independent Non-Executive the independent non-executive Directors, being Mr. William Robert Directors” Majcher, Mr. Ho Lik Kwan Luke and Mr. Lau Pak Kin Patric

• “Independent Financial Pelican Financial Limited, a corporation licensed to carry out type 6 Adviser” (advising on corporate finance) regulated activities under the SFO, appointed as the independent financial adviser with the approval of the Independent Board Committee pursuant to Rule 2.1 of the Takeovers Code and Rule 20.42 of the GEM Listing Rules (as the case may be) to advise the Independent Board Committee and the Independent Shareholders as to whether the Rights Issue, the Underwriting Agreement, the Whitewash Waiver and the transactions contemplated thereunder are fair and reasonable and make recommendations as to voting

• “Independent Shareholder(s)” all shareholders other than (i) the Underwriter, Mr. Li Man Keung Edwin, Mr. Yeung Chun Yue David, Mr. Hui Ringo Wing Kun and Mr. Michael Stockford, and parties acting in concert with any of them; and (ii) those shareholders who are materially interested or involved in the Whitewash Waiver and transactions contemplated under the Rights Issue, the Underwriting Agreement, Placing Agreement and CB Subscription Agreement, as the case may be

• “Latest Time for Acceptance” 4:00 p.m. on Thursday, 9 January 2025 or other time or date as may be agreed in writing between the Company and the Underwriter, being the latest time for acceptance of, and payment for, the Rights Shares

• “Latest Time for Termination”

• 4:00 p.m. on Tuesday, 21 January 2025 or such other time or date as the Underwriter may agree in writing with the Company, being the latest time for termination of the Underwriting Agreement

• “Previous Announcements” the announcements of the Company dated 23 September 2024, the holding announcement of the Company dated 27 September 2024, and the supplemental and delay in despatch announcement of the Company dated 14 October 2024

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• “Prospectus Posting Date”

Friday, 20 December 2024 or such other date as may be agreed in writing between the Underwriter and the Company, as the date of despatch of the Prospectus Documents

• “Record Date”

• Thursday, 21 November 2024 or such other date as may be agreed between the Company and the Underwriter in writing, as the date by reference to which entitlements of the Shareholders to participate in the Rights Issue will be determined

• “Whitewash Waiver”

• a waiver from the Executive pursuant to Note 1 on dispensations of Rule 26 of the Takeovers Code, in respect of the obligations of Tanner Enterprises to make a mandatory general offer for all the securities of the Company not already owned or agreed to be acquired by Tanner Enterprises, Mr. Li Man Keung Edwin and parties acting in concert with any of them which might otherwise arise as a result of the taking up of the Underwritten Shares under the Underwriting Agreement

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

Hong Kong, 5 November 2024

As at the date of this announcement, the Board comprises:

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

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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 will be published on the Company’s website at www.hatcher-group.com.

The Directors of the Company 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 statements in this announcement misleading.

• for identification purposes only

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