Hatcher Group Limited — Share Issue/Capital Change 2025

Apr 28, 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)

RESULTS OF THE RIGHTS ISSUE ON THE BASIS OF THREE (3) RIGHTS SHARES FOR EVERY ONE (1) SHARE HELD ON RECORD DATE

Reference is made to the prospectus of the Company dated 28 March 2025 (the “Prospectus”) and the announcement of the Company dated 17 April 2025 in relation to the number of Unsubscribed Rights Shares (the “Announcement”). Unless otherwise defined, capitalised terms used herein shall have the same meaning as those defined in the Prospectus.

RESULTS OF THE RIGHTS ISSUE

The Board is pleased to announce that as all the conditions with respect to the Rights Issue and the Underwriting Agreement had been fulfilled and the Underwriting Agreement was not terminated by the Underwriter, the Rights Issue became unconditional on Thursday, 24 April 2025.

As disclosed in the Announcement, as at 4:00 p.m. on Monday, 14 April 2025, being the latest time for acceptance of and payment for the Rights Shares, a total of 6 valid applications and acceptances under the PAL in respect of a total of 63,352,157 Rights Shares had been received, representing 49.3% of the total number of the Rights Shares available for subscription under the Rights Issue. The Rights Issue was undersubscribed by 65,099,923 Rights Shares, representing 50.7% of the total number of the Rights Shares available for subscription under the Rights Issue.

RESULTS OF THE UNDERWRITING AGREEMENT

As disclosed in the Announcement, as there are fewer than 88,452,080 Unsubscribed Rights Shares, the Underwriter will take up the 65,099,923 Unsubscribed Rights Shares in full and there will be no Unsubscribed Right Shares to be placed in the Placing.

The Board is pleased to announce that as at 4:00 p.m. on Thursday, 24 April 2025, being the latest time for terminating the Underwriting Agreement and for the Rights Issue to become unconditional, the Underwriter has taken up all 65,099,923 Unsubscribed Rights Shares in accordance to the terms of the Underwriting Agreement.

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The gross proceeds raised from the Rights Issue were approximately HK$32.1 million and the net proceeds from the Rights Issue after deducting the expenses were approximately HK$31.1 million. As disclosed in the Prospectus, the Company intends to apply the net proceeds from the Rights Issue as to (i) approximately HK$21.8 million in development of the gaming and entertainment business; and (ii) HK$9.3 million as general working capital of the Group.

EFFECT OF THE RIGHTS ISSUE ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

The following table sets out the shareholding structures of the Company immediately before and after completion of the Rights Issue (the "Completion"):

Substantial Shareholders and Directors	Immediately before Completion		Immediately after Completion
	Number of Shares	Approximate %	Number of Shares	Approximate %
Tanner Enterprises (Note 1)	4,549,200	10.62%	83,296,723	48.63%
Mr. Li Man Keung Edwin (Note 1)	2,049,600	4.79%	7,398,400	4.32%
Mr. Yeung Chun Yue David (Note 2)	1,520,000	3.55%	5,280,000	3.08%
Mr. Hui Ringo Wing Kun (Note 3)	900,000	2.10%	2,308,000	1.35%
Mr. Gan Fanglun	7,416,000	17.32%	28,824,000	16.83%
Public Shareholders	26,382,560	61.62%	44,162,317	25.79%
Total	42,817,360	100.00%	171,269,440	100.00%

Notes:

1. Immediately after Completion, 83,296,723 Shares are held by Tanner Enterprises Group Limited which is wholly owned by Mr. Li Man Keung Edwin, an executive Director. Mr. Li Man Keung Edwin also directly holds 7,398,400 Shares. The aggregate Shares beneficially owned by Mr. Li Man Keung Edwin is 90,695,123 Shares.
2. Immediately after Completion, 5,280,000 Shares are held by Great Win Global Limited, which is wholly owned by Mr. Yeung Chun Yue David, an executive Director.
3. Immediately after Completion, 2,308,000 Shares are held by Bright Music Limited, which is wholly owned by Mr. Hui Ringo Wing Kun, an executive Director.

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DESPATCH OF SHARE CERTIFICATES

The share certificates for the fully-paid Rights Shares are expected to be posted by Tuesday, 29 April 2025 to those entitled thereto by ordinary post at their own risks.

COMMENCEMENT OF DEALINGS IN THE RIGHTS SHARES

Dealings in the fully-paid Rights Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Wednesday, 30 April 2025.

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

Hong Kong, 28 April 2025

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

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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

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