Hatcher Group Limited — Capital/Financing Update 2024

Oct 14, 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)

SUPPLEMENTAL ANNOUNCEMENT IN RELATION TO THE PROPOSED RIGHTS ISSUE AND THE APPLICATION FOR THE WHITEWASH WAIVER

AND

DELAY IN DESPATCH OF CIRCULAR

IN RESPECT OF

(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

As additional time is required by the Company to issue the Supplemental Announcement and prepare information to be set out in the Circular, the Company has applied to the Executive for a waiver from strict compliance with Rule 8.2 of the Takeovers Code for an extension of time for the despatch of the Circular from 14 October 2024 to a date falling on or before 11 November 2024 and the Executive has indicated that it is minded to grant its consent.

The timetable for the Rights Issue as set out in the Previous Announcements will be revised and announced.

Reference is made to the announcements of the Company dated 23 September 2024 and 27 September 2024 (the “ Previous Announcements ”). Unless the context requires otherwise terms defined in the Previous Announcements, are used in this announcement with those defined meanings.

The Company is in the process of preparing an announcement (the “ Supplemental Announcement ”) containing information required to be disclosed pursuant to the Takeovers Code that should have been

— 1 —

but was not disclosed in the Previous Announcements. The Supplemental Announcement will be issued as soon as practicable. Pursuant to Rule 8.2 of the Takeovers Code, the Circular be despatched by the Company to the Shareholders within 21 days after the date of the first of the Previous Announcements i.e. on or before 14 October 2024.

Additional time is required by the Company to finalise the Supplemental Announcement which will be issued as soon as practicable and to prepare certain information to be set out in the Circular, including but not limited to (i) the indebtedness statement of the Group, (ii) the statement of no material change to the financial or trading position or outlook of the Group required under the Takeovers Code, (iii) the letter of advice from the independent financial adviser (to be appointed) to the Independent Board Committee and the Independent Shareholders, (iv) details of the whitewash waiver referred to in the Previous Announcements (the “Whitewash Waiver”) including the expected timetable and (v) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Whitewash Waiver. The Company has applied to the Executive for a waiver from strict compliance with Rule 8.2 of the Takeovers Code for an extension of time for the despatch of the Circular from 14 October 2024 to a date falling on or before 11 November 2024 and the Executive has indicated that it is minded to grant such consent.

The timetable for the Rights Issue as set out in the Previous Announcements will be revised. The Supplemental Announcement will be issued by the Company as soon as practicable.

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

Hong Kong, 14 October 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.

— 2 —

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

— 3 —