Hatcher Group Limited — Share Issue/Capital Change 2024

Jan 5, 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)

ADJUSTMENTS TO THE SHARE OPTIONS

Reference is made to the circular (the “ Circular ”) of Hatcher Group Limited (the “ Company ”) dated 8 December 2023 in relation to the Share Consolidation, and the Company’s announcement dated 3 January 2024 in relation to the poll results of the EGM of the Company held on 3 January 2024. Unless the context otherwise states, terms used in this announcement shall have the same meanings as defined in the Circular.

ADJUSTMENTS TO THE SHARE OPTIONS

As at the effective date of the Share Consolidation, there are 44,280,000 outstanding share options (“ Share Options ”) entitling the holders thereof to subscribe for up to an aggregate of 44,280,000 Existing Shares under the Share Option Scheme. As of the date of this announcement (“ Effective Date ”), the following adjustments will be made to the exercise price of the Share Options and the number of Consolidated Shares falling to be issued upon the exercise of the Share Options in accordance with (i) the terms and conditions of the Share Option Scheme; (ii) Rule 23.03(13) of the GEM Listing Rules and (iii) Note Immediately After the Rule attached to the Frequently Asked Question No. 072–2020 issued by the Stock Exchange on 6 November 2020 (the “ Supplementary Guidance ”).

					Immediately before the	Immediately before the	Immediately	after the
					Effective Date		Effective	Date
						Number of		Number of
						Existing		Consolidated
						Shares to be		Shares to be
					Exercise	issued upon	Exercise	issued upon
			Exercise Period		price per	full exercise of	price per	full exercise
					Existing	the Share	Consolidated	of the Share
	Date of Grant	From		To	Share	Options	Share	Options
30	December 2022	30 December 2022	29 December	2032	HK$0.88	44,280,000	HK$22.00	1,771,200

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The above adjustments in relation to the Share Options will take effect on the Effective Date. Save for the above adjustments, all other terms and conditions of the outstanding Share Options remain unchanged.

The independent financial advisor appointed by the Company has confirmed to the Directors in writing that the adjustments made to the exercise prices of the Share Options and the number of Consolidated Shares falling to be issued upon the exercise of the Share Options are in accordance with the terms of the Share Option Scheme, Rule 23.03(13) of the GEM Listing Rules and the Supplementary Guidance.

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

Hong Kong, 5 January 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)

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 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 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 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 announcement will also be published and remains on the Company’s website at www.hatcher-group.com.

* for identification purpose only

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