Hatcher Group Limited — Share Issue/Capital Change 2025

Apr 17, 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)

(1) RESULTS OF VALID ACCEPTANCE OF RIGHTS SHARES; AND (2) COMPENSATORY ARRANGEMENTS

Reference is made to the prospectus of the Company dated 28 March 2025 (the "Prospectus"). Unless otherwise defined, capitalised terms used herein shall have the same meaning as those defined in the Prospectus.

RESULTS OF VALID APPLICATIONS AND ACCEPTANCE OF RIGHTS SHARES

The Board announces that 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.

NUMBER OF UNSUBSCRIBED RIGHTS SHARES UNDER COMPENSATORY ARRANGEMENTS

Pursuant to Rule 10.31(1)(b) of the GEM Listing Rules, the Company has made arrangements to dispose of the 65,099,923 Unsubscribed Rights Shares. It was disclosed in the Prospectus that the Company had entered the Placing Agreement with the Placing Agent on 23 September 2024 (after trading hours) pursuant to which the Placing Agent has agreed to procure places, on a best effort basis, to subscribe for up to 40,000,000 Unsubscribed Rights Share with consideration that a maximum of 88,452,080 Unsubscribed Rights Shares have been fully taken up by the Underwriter. The Placing of a maximum of 40,000,000 Unsubscribed Rights Shares will be subject to the Underwriter having taken up 88,452,080 Unsubscribed Rights Shares which is the maximum number it may be required to take up under the Underwriting Agreement.

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.

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Further announcement will be made by the Company on Monday, 28 April 2025 with regard to the allotment results of the Rights Issue.

WARNING OF THE RISKS OF DEALING IN THE SHARES

Shareholders and potential investors of the Company should note that the proposed Rights Issue is conditional upon, among others, the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with the terms thereof (a summary of which is set out in the sections headed "Conditions of the Rights Issue and the Underwriting Agreement" and "Termination of the Underwriting Agreement" in the Prospectus). Accordingly, the Rights Issue may or may not proceed. Any Shareholder or other person dealing in the Shares up to the date on which all the conditions to which the Rights Issue are fulfilled or waived (as applicable) (and the date on which the Underwriter's right of termination of the Underwriting Agreement ceases) will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed.

By Order of the Board

Hatcher Group Limited

Hui Ringo Wing Kun

Executive Director

Hong Kong, 17 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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