Hatcher Group Limited — Proxy Solicitation & Information Statement 2025

Jan 20, 2025

HATCHER GROUP LIMITED

亦辰集團有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8365)

REVISED FORM OF PROXY

I/We $^{(Note 1)}$

of

being the registered holder(s) of $^{(Note 2)}$ ordinary share(s) of HK$0.25 each in the capital of

Hatcher Group Limited (the "Company") hereby appoint the Chairman of the Meeting or $^{(Note 3)}$

of

as my/our proxy, to act for me/us and on my/our behalf at the extraordinary general meeting (the "Meeting") of the Company to be held at 21/F., Low Block, Grand Millennium Plaza, 181 Queen's Road Central, Hong Kong on Friday, 21 February 2025 at 3:00 p.m. and at any adjournment thereof and in particular (but without limitation) to attend the Meeting and to vote for me/us and in my/our name(s) in respect of the resolutions set out in the Revised Notice of EGM dated 20 January 2025 (the "Revised Notice of EGM") convening the Meeting as indicated below or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS		FOR $^{(Note 4)}$	AGAINST $^{(Note 4)}$
1.	To approve the proposed Increase in Authorised Share Capital as set out in the Revised Notice of EGM.
2.	To approve the Rights Issue, the Underwriting Agreement, the Placing Agreement and the transactions contemplated thereunder as set out in the Revised Notice of EGM.
3.	To approve the CB Subscription Agreement and the transactions contemplated thereunder as set out in the Revised Notice of EGM.
SPECIAL RESOLUTIONS		FOR $^{(Note 4)}$	AGAINST $^{(Note 4)}$
4.	To approve the Capital Reduction and Sub-division as set out in the Revised Notice of EGM.
5.	To approve the Whitewash Waiver and the transactions contemplated thereunder as set out in the Revised Notice of EGM.

Dated: _____
Shareholder's signature $^{(Note 5)}$

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s). If no number is inserted, this revised form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
3. If any proxy other than the Chairman of the meeting is preferred, delete the words "the Chairman of the meeting or" and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK $(^{}/\text{)}'$ THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK $(^{}/\text{)}'$ THE BOX MARKED "AGAINST". Failure to tick a box will entitle your proxy to cast vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the Notice.
5. In order to be valid, the revised form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practise in Hong Kong), must be deposited with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time fixed for holding the EGM (i.e. not later than 3:00 p.m. on Wednesday, 19 February 2025) or any adjournment thereof.
6. This revised form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must either be executed under its common seal or under the hand of an officer or attorney or other person duly authorised.
7. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the meeting, personally or by proxy, then one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
8. The proxy need not be a member of the Company but must attend the meeting in person to represent you.
9. Any alteration made to this form should be initialled by the person who signs the form.
10. Completion and return of this revised form of proxy will not preclude you from attending and voting in person at the EGM should you wish.

PERSONAL INFORMATION COLLECTION STATEMENT

"Personal Data" in this revised form of proxy has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (the "PDPO"), which includes your and your proxy's name and address.

Your and your proxy's Personal Data provided in this revised form of proxy will be used in collection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the Extraordinary General Meeting. The supply of your and your proxy's Personal Data is on a voluntary basis. However, we may not be able to process your request unless you provide us with your and your proxy's Personal Data.

Your and your proxy's Personal Data will be disclosed or transferred to the Company's branch share registrar and transfer office in Hong Kong and/or other companies or bodies for the purpose stated above, or when it is required to do so by law, for example, in response to a court order or a law enforcement agency's request, and will be retained for such period as may be necessary for our verification and record purpose.

By providing your proxy's Personal Data in this revised form of proxy, you should have obtained the express consent (which has not been withdrawn in writing) from your proxy in using his/her Personal Data provided in this revised form of proxy and that you have informed your proxy of the purpose for and the manner in which his/her Personal Data may be used.

You/your proxy have/has the right to request access to and/or correction of your/your proxy's Personal Data respectively in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your/your proxy's Personal Data should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.

• For identification purpose only