Hatcher Group Limited — Proxy Solicitation & Information Statement 2025

Jan 24, 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)

CLARIFICATION ANNOUNCEMENT

Reference is made to the circular of Hatcher Group Limited (the "Company") dated 10 January 2025 (the "Circular") in relation to, among other things, the Share Consolidation, the Change in Board Lot, the Rights Issue, the Underwriting Agreement, the Whitewash Waiver. Unless otherwise stated, capitalised terms used in this announcement shall have the same meanings as defined in the Circular.

The Company would like to provide further disclosure of certain information in accordance with the Takeovers Code as below, which should have been included in the Circular:

1. APPLICATION FOR WHITEWASH WAIVER

The Company hereby clarifies that the third paragraph under the section headed "TAKEOVERS CODE IMPLICATIONS AND APPLICATION FOR WHITEWASH WAIVER" on pages 46 and 47 in the Circular as follows, with relevant corrections being underlined:

"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, Mr. Hui Ringo Wing Kun and Mr. Michael Stockford) 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 Executive is minded to grant the Whitewash Waiver, 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."

— 1 —

---

Hong Kong, 24 January 2025

2. SHARE CAPITAL

The Company hereby supplements the following information under the section headed “2. SHARE CAPITAL” of Appendix III on page III-3 in the Circular as follows:

Since 30 September 2024, being the date to which the latest audited financial statements of the Company were made up, and up to the Latest Practicable Date, the Company did not issue any Shares.

3. INFORMATION OF TANNER ENTERPRISES

The Company hereby supplements the following information under the section headed “17. MISCELLANEOUS” of Appendix III on page III-18 in the Circular as follows:

As at the Latest Practicable Date, the registered office of Tanner Enterprises was situated at 4th Floor, Water’s Edge Building, Meridian Plaza, Road Town, Tortola, British Virgin Islands and the correspondence address of Mr. Li Man Keung Edwin, the sole director and sole shareholder of the Underwriter, was 21/F., Grand Millennium Plaza, 181 Queen’s Road Central, Hong Kong.

Save as disclosed above, all other information and contents stated in the Circular shall remain unchanged. This clarification announcement is supplemental to and should be read in conjunction with the Circular.

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

— 2 —

---

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.

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 purpose only

— 3 —