Hatcher Group Limited — M&A Activity 2025

Jul 4, 2025

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)

DISCLOSABLE AND EXEMPTED CONNECTED TRANSACTION IN RELATION TO THE DISPOSAL OF 100% EQUITY INTEREST IN A SUBSIDIARY

THE DISPOSAL

The Board is pleased to announce that on 4 July 2025 (after trading hours), the Company entered into the Sale and Purchase Agreement with the Purchaser, pursuant to which the Company has conditionally agreed to sell, and the Purchaser has conditionally agreed to purchase, the Sale Shares, representing the entire issued share capital of the Target Company, at a consideration of HK$3,500,000, comprising (i) HK$3,000,000 which shall be satisfied by way of offsetting an amount due to the Target Company of HK$3,000,000 by the Group and (ii) HK$500,000 to be paid and settled in cash.

Upon Completion, the Target Company will cease to be a subsidiary of the Company and its financial results will no longer be consolidated with the financial statements of the Group.

GEM LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under the GEM Listing Rules) of the Disposal is more than 5% but all of them are less than 25%, the Disposal constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements but exempted from the shareholders’ approval requirement under Chapter 19 of the GEM Listing Rules.

In view of the fact that (i) the Purchaser is a connected person of the Company at the subsidiary level; (ii) the Board (including the independent non-executive Directors) has approved the Disposal; and (iii) the independent non-executive Directors have confirmed that the Disposal is on normal commercial terms and its terms are fair and reasonable and in the interests of the Company and the Shareholders as a whole, the Disposal is subject to the reporting and announcement requirements, and is exempted from the circular, independent financial advice and independent shareholders’ approval requirements under Rule 20.99 of the GEM Listing Rules.

None of the Directors have any material interest in the Sale and Purchase Agreement and the transactions contemplated thereunder and hence no Director was required to abstain from voting on the relevant resolutions of the Board approving the same.

— 1 —

---

— 2 —

INTRODUCTION

The Board is pleased to announce that on 4 July 2025 (after trading hours), the Company entered into the Sale and Purchase Agreement with the Purchaser, pursuant to which the Vendor has conditionally agreed to sell, and the Purchaser has conditionally agreed to purchase, the Sale Shares, representing the entire issued share capital of the Target Company, at a consideration of HK$3,500,000, comprising (i) HK$3,000,000 which shall be satisfied by way of offsetting an amount due to the Target Company of HK$3,000,000 by the Group and (ii) HK$500,000 to be paid and settled in cash.

THE SALE AND PURCHASE AGREEMENT

The principal terms of the Sale and Purchase Agreement are as follows:

Date:

4 July 2025

Parties:

(a) the Company, and
(b) the Purchaser

The Purchaser is a director of the Target Company, being a wholly-owned subsidiary of the Company.

Assets to be disposed of

The Sale Shares representing the entire issued share capital of the Target Company. As at the date of this announcement, the Target Company is owned as to 100% by the Company.

Conditions Precedent

Pursuant to the Sale and Purchase Agreement, the obligations of the parties to the Sale and Purchase Agreement to complete the transaction are conditional upon fulfillment, waiver or release (if applicable), among others, of the following conditions:

(i) there does not exist any material adverse changes to the Target Company, or events or circumstances that would prevent the transactions contemplated under the Sale and Purchase Agreement from being continued or proceed; and
(ii) compliance with all other applicable laws, rules and regulations for the transactions contemplated under the Sale and Purchase Agreement.

---

The Purchaser may waive any of the above conditions precedent by giving notice in writing to the Company.

The Company and the Purchaser shall use (to the extent they are able) their respective best endeavours to procure the fulfilment of the conditions set out in the Sale and Purchase Agreement on or before the Long Stop Date. If any of the conditions precedent in the Sale and Purchase Agreement shall not have been fulfilled (or waived, where applicable) in all respects prior to the Long Stop Date, the Sale and Purchase Agreement shall be terminated automatically and of no further effect and all liabilities and obligations of the Parties shall cease and determine provided that such termination shall be without prejudice to any rights or remedies of the Parties hereto which shall have accrued prior to such termination.

Consideration

The Consideration was determined after arm's length negotiations between the Company and the Purchaser with reference to, among other things, (i) the audited financial information of the Target Company as at 30 September 2024; and (ii) the unaudited net asset value of the Target Company as at 31 March 2025.

Pursuant to the Sale and Purchase Agreement, the Consideration for the Sale Shares payable by the Purchaser to the Vendor shall be HK$3,500,000, comprising (i) HK$3,000,000 which shall be satisfied by way of offsetting an amount due to the Target Company of HK$3,000,000 by the Group and (ii) HK$500,000 to be paid and settled in cash within 7 Business Days from the date of the Sale and Purchase Agreement.

Completion

Upon Completion, the Group will no longer hold any equity interest in the Target Company. The Target Company will cease to be a subsidiary of the Company and its financial results will no longer be consolidated into the financial statements of the Group.

INFORMATION ON THE PURCHASER

The Purchaser is an individual and a Hong Kong resident.

As at the date of this announcement, the Purchaser is a director of the Target Company, being a wholly owned subsidiary of the Company. Therefore, the Purchaser is a connected person of the Company at the subsidiary level under Chapter 20 of the GEM Listing Rules.

INFORMATION ON THE TARGET COMPANY

The Target Company, being a wholly-owned subsidiary of the Company, is a company incorporated under the laws of Hong Kong and is principally engaged in the provision of business consulting services.

— 3 —

---

For the two years ended 30 September 2023 and 2024, the audited financial information of the Target Company is as follows:

	For the year ended
	30 September
	2024	2023
	HK$	HK$
Revenue	11,523,235	13,675,511
Profit before tax	2,332,528	1,858,529
Profit for the year	2,094,149	1,696,926

As at 31 March 2025, the unaudited net asset value of the Target Company amounted to approximately HK$163,000.

REASONS FOR ENTERING INTO THE SALE AND PURCHASE AGREEMENT

The Target Company’s financial performance is heavily dependent on the Purchaser’s involvement, with a substantial portion of its revenue and profit directly attributable to his contributions.

With consideration that the Purchaser has expressed his intention to resign as a director from the Target Company to focus on personal matters, the Board has determined that the Target Company’s profitable operations cannot be sustained, and continuing ownership in the Target Company would likely result in financial losses in the foreseeable future.

After arm’s length negotiations between the Company and the Purchaser, the management buyout solution was adopted as the Directors believe this would provide an orderly exit in the interest of the Company and its Shareholders as a whole while avoiding future loss arising from the continued operation of the Target Company. The Board concluded that while the Disposal is not in the ordinary course of business of the Company, the terms and conditions of the Sale and Purchase Agreement are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

FINANCIAL EFFECT OF THE DISPOSAL

Upon Completion, the Target Company will cease to be a subsidiary of the Company, and the profit and loss, as well as the assets and liabilities of the Target Company will no longer be consolidated into the consolidated financial statements of the Group.

— 4 —

---

Based on the unaudited financial information of the Target Company as at 31 March 2025, it is estimated that the Group will record a gain on disposal of approximately HK$3,333,700 from the Disposal. Such gain is calculated as the difference between the consideration of the Disposal and the unaudited consolidated net asset value of the Target Company as at the Completion Date, after offsetting an amount of HK$3,000,000 due to the Target Company by the Group. Shareholders should note that the actual amount of gain on the Disposal to be recorded by the Company will be subject to review and audit by the auditors of the Company.

GEM LISTING RULES IMPLICATION

As one or more of the applicable percentage ratios (as defined under the GEM Listing Rules) of the Disposal is more than 5% but all of them are less than 25%, the Disposal constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements but exempted from the shareholders’ approval requirement under Chapter 19 of the GEM Listing Rules.

As at the date of the Sale and Purchase Agreement, the Purchaser is a director of the Target Company and hence a connected person of the Company at the subsidiary level under Chapter 20 of the GEM Listing Rules. Accordingly, the Disposal also constitutes a connected transaction of the Company under Chapter 20 of the GEM Listing Rules.

In view of the fact that (i) the Purchaser is a connected person of the Company at the subsidiary level; (ii) the Board (including the independent non-executive Directors) has approved the Disposal; and (iii) the independent non-executive Directors have confirmed that the Disposal is on normal commercial terms and its terms are fair and reasonable and in the interests of the Company and the Shareholders as a whole, the Disposal is subject to the reporting and announcement requirements, and is exempted from the circular, independent financial advice and independent shareholders’ approval requirements under Rule 20.99 of the GEM Listing Rules.

None of the Directors have any material interest in the Sale and Purchase Agreement and the transactions contemplated thereunder and hence no Director was required to abstain from voting on the relevant resolutions of the Board approving the same.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following terms have the meanings as respectively ascribed below:

“Board” the board of Directors

“Business Day” a day (other than a Saturday, Sunday and public holiday) on which licensed banks in Hong Kong are open for business throughout their normal business hours

— 5 —

---

"Company"
Hatcher Group Limited, a company incorporated in the Cayman Islands with limited liability whose issued Shares are listed on the GEM Board of the Stock Exchange (Stock Code: 8365)

"Completion"
the completion of the Disposal in accordance with the Sale and Purchase Agreement

"Consideration"
the consideration of HK$3,500,000 for the Sale Shares payable by the Purchaser to the Company under the Sale and Purchase Agreement

"Director(s)"
the director(s) of the Company

"Disposal"
the disposal of the Sale Shares by the Company to the Purchaser pursuant to the terms of the Sale and Purchase Agreement

"Group"
the Company and its subsidiaries

"HK$"
Hong Kong Dollar, the lawful currency of Hong Kong

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China

"GEM Listing Rules"
the Rules Governing the Listing of Securities on GEM of the Stock Exchange

"Long Stop Date"
30 September 2025 or such other date as agreed in writing by the parties to the Sale and Purchase Agreement

"Purchaser"
Lau Man Kei, a director of the Target Company

"Sale and Purchase Agreement"
the sale and purchase agreement dated 4 July 2025 entered into between the Company and the Purchaser in relation to the Disposal

"Sale Shares"
100% of the issued share capital of the Target Company held by the Company as at the date of this announcement

"Share(s)"
the ordinary share(s) of HK$0.25 each in the share capital of the Company

"Shareholder(s)"
holder(s) of the Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

— 6 —

---

— 7 —

“Target Company”

APEC Business Consultancy Limited, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company

“%”

per cent

By order of the Board

Hatcher Group Limited

Hui Ringo Wing Kun

Executive Director

Hong Kong, 4 July 2025

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

Non-executive Director:

Ms. Chan Hiu Shan

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 purposes only