Hatcher Group Limited — Proxy Solicitation & Information Statement 2025

Jan 10, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

HATCHER GROUP LIMITED

亦辰集團有限公司*

(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8365)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of Hatcher Group Limited (the “Company”) will be held at 21/F., The Grand Millennium Plaza, 181 Queen’s Road Central, Hong Kong on Tuesday, 28 January 2025 at 11:00 a.m. (Hong Kong time), or at any adjournment thereof, for the purpose of considering and, if thought fit, passing (with or without amendment) the following resolutions:

ORDINARY RESOLUTIONS

1. “THAT”

(a) the authorised share capital of the Company be and is hereby increased from HK$20,000,000 divided into 80,000,000 Shares to HK$100,000,000 divided into 400,000,000 Shares by the creation of an additional 320,000,000 new Shares (the “Increase in Authorised Share Capital”) and to do all things and execute all document in connection with or incidental to the Increase in Authorised Share Capital.

(b) the directors of the Company be and are hereby authorised to execute all such documents, instruments and agreements and to do all such acts or things they consider necessary, desirable or expedient to give effect to or in connection with the matters contemplated in and for completion of the Increase in Authorised Share Capital.”

2. “THAT”

subject to the passing of the resolution numbered 5 in the notice of this meeting:

(a) the Underwriting Agreement dated 23 September 2024 (“Underwriting Agreement”) signed between the Company and Tanner Enterprises Group Limited (“Underwriter”) (a copy of the Underwriting Agreement marked “A” has been produced to this Meeting and initialled by the chairman of this Meeting for the purpose of identification), and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

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(b) the issue by way of rights issue (“Rights Issue”) of not less than 128,452,080 new ordinary shares of the Company (“Rights Shares” and each a “Right Share”), on the basis of three Rights Shares for every one existing ordinary share of the Company held on Thursday, 13 February 2025 (or such other date as may be agreed between the Company and the Underwriter for determining entitlements of shareholders of the Company (“Shareholders”) to participate in the Rights Issue) (“Record Date”), at a subscription price of HK$0.25 per Rights Share (“Rights Subscription Price”) to Shareholders whose names appear on the register of members of the Company at the close of business on the Record Date, on the terms and conditions summarised in the Circular (a copy of the Circular marked “B” has been produced to this Meeting and initialled by the chairman of this Meeting for the purpose of identification) and such other terms and conditions as may be determined by the Directors, be and is hereby approved;

(c) the placing agreement dated 23 September 2024 (“Placing Agreement”) entered into between the Company and Redbridge Global Strategies Limited (“Placing Agent”) in relation to the placing of the Unsubscribed Rights Shares and/or the NQS Unsold Rights Shares as defined in the Circular (as the case may be) at the placing price of not less than the Rights Subscription Price on a best effort basis (a copy of the Placing Agreement marked “C” has been produced to this Meeting and initialled by the chairman of this Meeting for the purpose of identification), and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

(d) the board of Directors (“Board”) or a committee thereof be and is hereby authorised to allot and issue the Rights Shares in accordance with the terms set out in the Circular;

(e) the Board or a committee thereof appointed by the Board be and is hereby authorised to make such other exclusions or other arrangements in relation to the Non-Qualifying Shareholders as it may deem necessary or expedient having regard to any restrictions or obligations under the Articles of Association of the Company or the laws of, or the rules and regulations of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong, and generally to do such things or make such arrangements as it may think fit to effect the Rights Issue; and

(f) any one or more Director(s) be and is/are hereby authorised to do all such acts and things, to sign and execute all such further documents or deeds and to take such steps as he/they may in his/their absolute discretion consider necessary, appropriate, desirable or expedient to carry out or to give effect to or in connection with the Rights Issue, the Underwriting Agreement, the Placing Agreement and any transactions contemplated thereunder.”

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1. “THAT

(a) the subscription agreement for convertible bonds (the “CB Subscription Agreement”) dated 23 September 2024 and entered into between the Company as issuer and Redbridge Capital Global Opportunities OFC (the “CB Subscriber”) as subscriber in relation to the issue of convertible bonds (the “Convertible Bonds”) in the principal amount of HK$5,670,000 by the Company (a copy of the CB Subscription Agreement having been produced to the EGM and marked “D” and initialed by the chairman of the EGM for the purpose of identification), and the transactions contemplated thereunder (including but not limited to the issue of Bonds and the allotment and issue of the conversion Shares (the “Conversion Shares”) upon exercise of conversion rights attaching to the Convertible Bonds) be and are hereby approved, confirmed and ratified;

(b) the board of Directors be and is hereby granted a specific mandate to allot and issue the Conversion Shares upon exercise of the conversion rights attached to the Convertible Bonds in accordance with the terms and conditions of the Convertible Bonds; and

(c) any one or more Director(s) and/or the company secretary of the Company be and is/ are hereby authorised to implement and take all steps and do all acts and things and execute all such documents (including under seal, where applicable) which he/she/they consider(s) necessary, desirable or expedient to give effect to the CB Subscription Agreement and the transactions contemplated thereunder.”

1. “THAT subject to and conditional upon (i) an order being made by the Grand Court of the Cayman Islands (“Court”) confirming the Capital Reduction (as defined below); (ii) the compliance with any conditions which the Court may impose in relation to the Capital Reduction (as defined below); (iii) the registration by the Registrar of Companies of the Cayman Islands of a copy of the order of the Court confirming the Capital Reduction (as defined below) and the minute approved by the Court containing the particulars required under the Companies Act with respect to the Capital Reduction (as defined below); and (iv) The Stock Exchange of Hong Kong Limited (“Stock Exchange”) granting the listing of, and permission to deal in, the New Shares (as defined below) arising from the Capital Reduction (as defined below) and the Sub-division (as defined below), with effect from the date on which the aforesaid conditions are fulfilled (“Effective Date”):

(a) the issued and paid-up share capital of the Company be reduced (“Capital Reduction”) by reducing the par value of each existing ordinary share with a par value of HK$0.25 of the Company in issue on the Effective Date from HK$0.25 each to HK$0.01 each by cancelling the paid-up share capital to the extent of HK$0.24 on each existing ordinary share in issue on the Effective Date so that following the Capital Reduction each such issued existing ordinary share with a par value of HK$0.25 shall be treated as one fully paid-up ordinary share with a

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par value of HK$0.01 (“New Shares”) in the share capital of the Company and any liability of the holders of such shares to make any further contribution to the capital of the Company on each such share shall be treated as satisfied and that the amount of issued share capital thereby cancelled be made available for issue of new shares of the Company;

(b) immediately following the Capital Reduction becoming effective, each of the then authorised but unissued existing ordinary shares with a par value of HK$0.25 be subdivided into 25 unissued New Shares with a par value of HK$0.01 each in the share capital of the Company (“Sub-division”) such that the authorised share capital after the Increase in Authorised Share Capital of the Company of HK$100,000,000 divided into 400,000,000 ordinary shares of par value HK$0.25 each shall become HK$4,000,000 divided into 400,000,000 ordinary shares of par value HK$0.01 each, following the Capital Reduction and Sub-division becoming effective;

(c) the credit arising from the Capital Reduction shall be applied towards offsetting the accumulated losses of the Company as at the effective date of the Capital Reduction in a manner as permitted by all applicable laws and the memorandum and articles of association of the Company and as the board of directors of the Company considers appropriate;

(d) each of the New Shares arising from the Capital Reduction and Sub-division shall rank pari passu in all respects with each other and have rights and privileges and be subject to the restrictions contained in the memorandum and articles of association of the Company; and

(e) the directors of the Company be and are hereby authorised to do all such acts and things and execute all such documents, which are ancillary to the Capital Reduction and the Sub-division and of administrative nature, on behalf of the Company, including under seal where applicable, as they may consider necessary or expedient to give effect to the Capital Reduction and the Sub-division.”

SPECIAL RESOLUTION

5. “THAT

(a) subject to the granting of a waiver (“Whitewash Waiver”) by the Executive Director of the Corporate Finance Division of the Securities and Futures Commission of Hong Kong or any of his delegate(s) pursuant to Note 1 of the Notes on dispensations from Rule 26 of the Code of Takeovers and Mergers (“Takeovers Code”) waiving the obligation of the Underwriter to make a general offer under the Takeovers Code for all shares of the Company not already owned or agreed to be acquired by the Underwriter and parties acting in concert with it which would arise under Rule 26 of the Takeovers Code as a result of the fulfillment of the underwriting obligations by the Underwriter pursuant to the Underwriting Agreement, the Whitewash Waiver be and is hereby approved, confirmed and ratified; and

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(b) any one or more Director(s) be and is/are hereby authorised to do all such acts and things, to sign and execute all such further documents or deeds and to take such steps as he/they may in his/their absolute discretion consider necessary, appropriate, desirable or expedient to carry out or to give effect to or in connection with any matters relating to the Whitewash Waiver and the transactions contemplated thereunder.”

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

Hong Kong, 10 January 2025

Registered office:
Cricket Square, Hutchins Drive
P.O. Box 2681, Grand Cayman
KY1-1111, Cayman Islands

Principal place of business in Hong Kong:
21/F, Grand Millennium Plaza,
181 Queen’s Road Central,
Sheung Wan,
Hong Kong

Notes:

(1) Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member of the Company who is an individual or a member of the Company which is a corporation shall be entitled to exercise the same powers on behalf of the member of the Company which he or they represent as such member of the Company could exercise.

(2) Where The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof, it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the fact.

(3) To be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy thereof must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event no later than 48 hours before the time appointed for holding the EGM, i.e. 11:00 a.m. on Sunday, 26 January 2025 (Hong Kong time), or any adjournment thereof.

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(4) The register of members of the Company will be closed from Wednesday, 22 January 2025 to Tuesday, 28 January 2025, both days inclusive, to determine the eligibility of the Shareholders to attend and vote at the Meeting. The record date for determining the entitlement of the Shareholders to attend and vote at the Meeting will be Tuesday, 28 January 2025. All transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration no later than 4:30 p.m. on Tuesday, 21 January 2025 (Hong Kong time).

(5) Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

(6) Where there are joint holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

(7) The voting at the Meeting shall be taken by way of poll.

(8) If Typhoon Signal No. 8 or above, or a “black” rainstorm warning or “extreme conditions” announced by the Government of Hong Kong is/are in effect any time after 9:00 a.m. on the date of the EGM, the meeting will be postponed. The Company will publish an announcement on the website of the Company at www.hatcher-group.com and on the website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and venue of the rescheduled meeting.

As at the date of this notice, the Directors are:

Executive Directors
Mr. Li Man Keung Edwin (Executive Chairman)
Mr. Hui Ringo Wing Kun (Chief Executive Officer)
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

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This notice, 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 notice 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 notice misleading.

This notice will remain on the Stock Exchange’s website at www.hkexnews.hk on the “Latest Listed Company Information” page for at least 7 days from the date of its posting. This notice will also be published and remains on the Company’s website at www.hatcher-group.com.

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