Hatcher Group Limited — Share Issue/Capital Change 2024

Nov 29, 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)

FURTHER 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

Reference is made to the announcements of the Company dated 23 September 2024, the holding announcement of the Company dated 27 September 2024, the supplemental announcement of the Company dated 14 October 2024, the further supplemental and clarification announcement of the Company dated 5 November 2024, further delay in despatch of circular announcement of the Company dated 11 November 2024 and revised expected timetable announcement dated 15 November 2024 (the "Previous Announcements"). Unless the context requires otherwise terms defined in the Previous Announcements, are used in this announcement with those defined meanings.

FURTHER DELAY IN DESPATCH OF CIRCULAR

As disclosed in the Previous Announcements, the Circular containing, among other matters, further information in relation to the Rights Issue and other information relating to the Group was expected to be despatched by the Company on or before Friday, 29 November 2024.

Additional time is required by the Company to finalise certain information to be set out in the Circular, including but not limited to (i) the indebtedness statement of the Group; and (ii) the letter of advice from the Independent Financial Adviser. 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 29 November 2024 to a date falling on or before 20 December 2024 and the Executive has indicated that it is minded to grant such consent.

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The timetable for the Rights Issue as set out in the Previous Announcements will be revised and the revised timetable 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, 29 November 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.

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

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