THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this prospectus or as to the action to be taken, you should consult your licensed securities dealer or other registered institution in securities, bank manager, solicitors, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hatcher Group Limited, you should at once hand this prospectus with the enclosed form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

A copy of each of the Prospectus Documents, together with the written consent referred to in the paragraph headed "Expert and Consent" in Appendix III to this prospectus, have been registered with the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). Neither the Securities and Futures Commission nor the Registrar of Companies in Hong Kong takes any responsibility as to the contents of any of the Prospectus Documents.

Subject to the grant of the listing of, and permission to deal in the Rights Shares on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Rights Shares on the Stock Exchange or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Hong Kong Exchanges and Clearing Limited, the Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, 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 prospectus.

This prospectus appears for information purposes only and does not constitute an invitation or offer to the Shareholders or any other persons to acquire, purchase, or subscribe for securities of the Company. Distribution of this prospectus into jurisdictions other than Hong Kong may be restricted by law. Persons who come into possession of this prospectus should acquaint themselves with and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This prospectus is for information purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

HATCHER GROUP LIMITED

亦辰集團有限公司*

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

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

Financial Adviser to the Company

建泉融資有限公司
VBG Capital Limited

Underwriter to the Rights Issue
Tanner Enterprises Group Limited

Placing Agent
Redbridge Global Strategies Limited

Capitalised terms used in this cover page shall have the same meanings as those defined in this prospectus.

It should be noted that the Underwriting Agreement contains provisions granting the Underwriter the right in its absolute discretion to terminate the obligations of the Underwriter thereunder on the occurrence of certain events. Such events are set out in the section headed "Termination of the Underwriting Agreement" of this prospectus. If the Underwriting Agreement is terminated by the Underwriter or does not become unconditional, the Rights Issue will not proceed.

Dealings in the Rights Shares in nil-paid form are expected to take place from Tuesday, 1 April 2025 to Wednesday, 9 April 2025 (both days inclusive). Any Shareholder or other person contemplating transferring, selling or purchasing the Shares and/or the Rights Shares in their nil-paid form is advised to exercise caution when dealing in the Shares and/or the nil-paid Rights Shares. The latest time for acceptance of and payment for the Rights Shares is at 4:00 p.m. on Monday, 14 April 2025. The procedures for application and payment for the Rights Shares are set out on pages 13 and 14 of this prospectus.

28 March 2025

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

— i —

CONTENTS

Page

Expected Timetable. ... iii
Definitions ... 1
Termination of the Underwriting Agreement ... 6
Letter from the Board. ... 8
Appendix I – Financial Information of the Group ... I-1
Appendix II – Unaudited Pro Forma Financial Information of the Group ... II-1
Appendix III – General Information ... III-1

— ii —

EXPECTED TIMETABLE

Set out below is the expected timetable for the Rights Issue, which is indicative only and has been prepared on the assumption that all the conditions of the Rights Issue will be fulfilled or waived (where permitted):

Event
Date and Time

Despatch of the Prospectus Documents (including the PAL and Prospectus), and in case of the Non-Qualifying Shareholders, the Prospectus only . . . . . . Friday, 28 March 2025

First day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tuesday, 1 April 2025

Latest time for splitting the PAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Thursday, 3 April 2025

Last day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 9 April 2025

Designated broker ceases to provide matching services for odd lots of Shares . . . 4:00 p.m. on Wednesday, 9 April 2025

Latest time for acceptance of and payment for the Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4:00 p.m. on Monday, 14 April 2025

Announcement of the number of Unsubscribed Rights Shares subject to the Compensatory Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 17 April 2025

Commencement of placing of Unsubscribed Rights Shares by the Placing Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 22 April 2025

Latest time for placing of the Unsubscribed Rights Shares by the Placing Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 24 April 2025

Latest time for terminating the Underwriting Agreement and for the Rights Issue to become unconditional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday, 24 April 2025

Announcement of results of the Rights Issue published on the respective websites of the Stock Exchange and the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 28 April 2025

Despatch of share certificates for fully-paid Rights Shares and completion of placing or subscription of any Unsubscribed Rights Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 29 April 2025

Despatch of refund cheques, if any, if the Rights Issue is terminated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 29 April 2025

Commencement of dealings in fully-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 30 April 2025

Payment of Net Gain to relevant No Action Shareholders (if any) or Non-Qualifying Shareholders (if any) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 7 May 2025

— iii —

EXPECTED TIMETABLE

All times and dates stated above refer to Hong Kong local times and dates. The expected timetable for the Rights Issue set out above and all dates and deadlines specified in this Prospectus are indicative only and may be subject to change. Any changes to the expected timetable will be announced in a separate announcement by the Company as and when appropriate.

EFFECT OF BAD WEATHER AND/OR EXTREME CONDITIONS ON THE LATEST TIME FOR ACCEPTANCE OF AND PAYMENT FOR THE RIGHTS SHARES AND FOR APPLICATION AND PAYMENT FOR RIGHTS SHARES

The Latest Time for Acceptance will be changed if a tropical cyclone warning signal no.8 or above, or "extreme conditions" are announced by the Government of the Hong Kong Special Administrative Region or a "black" rainstorm warning:

(i) is/are in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on the date of the Latest Time for Acceptance. Instead the Latest Time for Acceptance will be extended to 5:00 p.m. on the same day; or
(ii) is/are in force in Hong Kong at any time between 12:00 noon and 4:00 p.m. on the date of the Latest Time for Acceptance. Instead the Latest Time for Acceptance will be rescheduled to 4:00 p.m. on the next following Business Day which does not have either of those warnings in force in Hong Kong at any time between 9:00 a.m. and 4:00 p.m.

If the Latest Time for Acceptance is changed, the dates mentioned in the section headed "Expected timetable of the Rights Issue" above may be affected. The Company will notify the Shareholders by way of announcements on any change to the expected timetable as soon as practicable.

— iv —

DEFINITIONS

In this prospectus, the following terms have the following meanings unless the contract requires otherwise:

"acting in concert" the meaning ascribed thereto under the Takeovers Code

"associate(s)" the meaning ascribed thereto under the GEM Listing Rules

"Board" the board of Directors

"BVI" British Virgin Islands

"Business Day(s)" a day on which licensed banks in Hong Kong are generally open for business, other than a Saturday or a Sunday or a day on which a black rainstorm warning or tropical cyclone warning signal number 8 or above is issued in Hong Kong at any time between 9:00 a.m. and 12:00 noon and is not cancelled at or before 12:00 noon

"CCASS" the Central Clearing and Settlement System established and operated by HKSCC

"Circular" the circular of the Company dated 10 January 2025 containing, amongst other things, information about the Rights Issue, the Underwriting Agreement, the application for Whitewash Waiver, and transactions contemplated thereunder

"Company" Hatcher Group Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the GEM (Stock Code: 8365)

"Compensatory Arrangements" the arrangements involving the placing of the Unsubscribed Rights Shares, if any, by the Placing Agent on a best effort basis pursuant to the Placing Agreement in accordance with Rule 10.31(1)(b) of the GEM Listing Rules

"connected person(s)" the meaning ascribed to it under the GEM Listing Rules

"Director(s)" the director(s) of the Company

"EGM" the extraordinary general meeting of the Company held on 21 February 2025 at which, among other things, the proposed Rights Issue, the Underwriting Agreement and the Whitewash Waiver have been approved

"Executive" the meaning ascribed thereto under the Takeovers Code

— 1 —

DEFINITIONS

"First Announcement" the announcement of the Company dated 23 September 2024 in relation to, among other things, the Rights Issue, the Underwriting Agreement and the Whitewash Waiver

"GEM" the "GEM" securities market operated by the Stock Exchange

"GEM Listing Rules" the Rules Governing the Listing of Securities on GEM

"Group" the Company and its subsidiaries

"HK$" or "HKD" Hong Kong dollar(s), the lawful currency of Hong Kong

"HKSCC" Hong Kong Securities Clearing Company Limited

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China

"Independent Shareholder(s)" all shareholders other than (i) the Underwriter, Mr. Li Man Keung Edwin, Mr. Yeung Chun Yue David, Mr. Hui Ringo Wing Kun, Mr. Michael Stockford and Ms. Chan Hiu Shan, and parties acting in concert with any of them; and (ii) those shareholders who are materially interested or involved in the Whitewash Waiver and transactions contemplated under the Rights Issue, the Underwriting Agreement, and the Placing Agreement, as the case may be

"Independent Third Party(ies)" third party(ies) independent of and not connected with the Company and any of its connected persons

"Last Trading Day" 23 September 2024, being the date of the First Announcement

"Latest Practicable Date" 25 March 2025, being the latest practicable date prior to printing of this prospectus for ascertaining certain information included in this prospectus

"Latest Time for Acceptance" 4:00 p.m. on Monday, 14 April 2025 or such other time or date as may be agreed in writing between the Company and the Underwriter, as the latest time for acceptance of, and payment for, the Rights Shares, as will be described in the Prospectus Documents

"Latest Time for Termination" 4:00 p.m. on Thursday, 24 April 2025 or such other time or date as the Underwriter may agree in writing with the Company, as the latest time for termination of the Underwriting Agreement

— 2 —

DEFINITIONS

"No Action Shareholders"
those Qualifying Shareholders who do not take up the Right Shares under their PALs (whether partially or fully) or their renounces, or any other persons who hold any nil-paid rights at the time such nil-paid rights lapse and the Non-Qualifying Shareholders in respect of the NQS Rights Shares

"Non-Qualifying Shareholder(s)"
the Overseas Shareholder(s) whom the Directors, after making enquiries with the legal advisers in the relevant jurisdictions, consider it necessary or expedient not to offer the Rights Issue to such Overseas Shareholder(s) on account either of legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place

"NQS Rights Shares"
the Rights Share(s) which would otherwise have been provisionally allotted to the Non-Qualifying Shareholders in nil paid form

"Overseas Shareholder(s)"
the Shareholder(s) whose name(s) appear(s) on the register of members of the Company at the close of business on the Record Date and whose registered address(es) as shown on such register at that time is (are) in (a) place(s) outside Hong Kong

"PAL(s)"
the provisional allotment letter(s) to be issued to the Qualifying Shareholders in connection with the Rights Issue

"Placee(s)"
professional, institutional, corporate or other investor(s), procured by the Underwriter and/or its sub-placing agent(s) to subscribe for any of the Unsubscribed Rights Shares pursuant to the Placing Agreement

"Placing"
the placing of a maximum of 40,000,000 Unsubscribed Rights Shares on a best effort basis by the Placing Agent and/or its sub-placing agents(s) to the Placees on the terms and conditions of the Placing Agreement

"Placing Agent"
Redbridge Global Strategies Limited, a corporation licensed to carry out type 1 (dealing in securities), type 4 (advising on securities) and type 9 (asset management) regulated activities under the SFO, being the placing agent appointed by the Company pursuant to the Placing Agreement

"Placing Agreement"
the placing agreement dated 23 September 2024 entered into between the Company and the Placing Agent in relation to the Placing

"PRC"
the People’s Republic of China, excluding for the purpose of this Prospectus, Hong Kong, Macau and Taiwan

"Prospectus"
this Prospectus

— 3 —

DEFINITIONS

“Prospectus Documents”	this Prospectus and the PAL
“Qualifying Shareholder(s)”	Shareholder(s), whose name(s) appear(s) on the register of members of the Company as at the close of business on the Record Date, other than the Non-Qualifying Shareholder(s)
“Record Date”	Thursday, 6 March 2025 or such other date as may be agreed between the Company and the Underwriter in writing, being the date by reference to which entitlements of the Shareholders to participate in the Rights Issue will be determined
“Relevant Period”	the period commencing six months prior to the date of the First Announcement and ending on the Latest Practicable Date
“Registrar”	Tricor Investor Services Limited, the Hong Kong branch share registrar and transfer office of the Company
“Rights Issue”	the issue of Rights Shares on the basis of three (3) Rights Shares for every one (1) Share held by Qualifying Shareholders on the Record Date at the Rights Subscription Price, payable in full on acceptance and on the terms and subject to the conditions in the Underwriting Agreement and the Prospectus Documents
“Rights Share(s)”	128,452,080 new Shares to be allotted and issued pursuant to the Rights Issue
“Rights Subscription Price”	HK$0.25 per Rights Share
“SFC”	the Securities and Futures Commission of Hong Kong
“SFO”	the Securities and Futures Ordinance (Cap 571 of the laws of Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.25 each in the share capital of the Company
“Share Option(s)”	the share options to subscribe for Shares granted under the Share Option Scheme
“Share Option Scheme”	the share option scheme adopted by the Company on 4 May 2017
“Shareholder(s)”	holder(s) of issued Share(s)
“Stock Exchange”	the Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers

— 4 —

DEFINITIONS

| “Underwriter” or
“Tanner Enterprises” | Tanner Enterprises Group Limited, an investment holding company incorporated in the British Virgin Islands with limited liability beneficially owned by Mr. Li Man Keung Edwin, an executive Director |
| --- | --- |
| “Underwriting Agreement” | the underwriting agreement dated 23 September 2024 entered into between the Company and the Underwriter in respect of the Rights Issue |
| “Underwritten Shares” | up to 88,452,080 Rights Shares (including Unsubscribed Rights Shares), to be underwritten by the Underwriter pursuant to the terms and conditions under the Underwriting Agreement |
| “Unsubscribed Rights Shares” | those Rights Shares that are not subscribed by the Qualifying Shareholders and the NQS Rights Shares that are not successfully sold by the Company |
| “Whitewash Waiver” | a waiver from the Executive pursuant to Note 1 on dispensations of Rule 26 of the Takeovers Code, in respect of the obligations of Tanner Enterprises to make a mandatory general offer for all the securities of the Company not already owned or agreed to be acquired by Tanner Enterprises, Mr. Li Man Keung Edwin and parties acting in concert with any of them which might otherwise arise as a result of the taking up of the Underwritten Shares under the Underwriting Agreement |
| “%” | per cent. |

— 5 —

TERMINATION OF THE UNDERWRITING AGREEMENT

(1) If prior to the Latest Time for Termination, in the absolute opinion of the Underwriter:

(a) the success of the Rights Issue would be affected by:

(i) the introduction of any new regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

(ii) the occurrence of any local, national or international event or change, whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date hereof, of a political, military, financial, economic or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

(iii) any material adverse change in the business or in the financial or trading position of the Group as a whole; or

(b) any material adverse change in market conditions (including, without limitation, a change in fiscal or monetary policy or foreign exchange or currency markets, suspension or restriction of trading in securities) occurs which in the reasonable opinion of the Underwriter makes it inexpedient or inadvisable to proceed with the Rights Issue; or

(c) the Prospectus Documents when published contain information (either as to business prospects or the condition of the Group or as to its compliance with any laws or the GEM Listing Rules or any applicable regulations) which has not prior to the date hereof been publicly announced or published by the Company and which may in the opinion of the Underwriter is material to the Group as a whole and is likely to affect the success of the Rights Issue or might cause a prudent investor not to accept the Rights Shares provisionally allotted to it;

the Underwriter shall be entitled by notice in writing to the Company, served prior to the Latest Time for Termination, to terminate this Agreement.

(2) The Underwriter shall be entitled by notice in writing to rescind this Agreement if prior to the Latest Time for Termination:

(a) any material breach of any of the warranties or undertakings contained in the Underwriting Agreement comes to the knowledge of the Underwriter; or

— 6 —

TERMINATION OF THE UNDERWRITING AGREEMENT

(b) it comes to the knowledge of the Underwriter that any event occurring or matter arising on or after the date of the Underwriting Agreement and prior to the Latest Time for Termination which if it had occurred or arisen before the date hereof would have rendered any of the representations, warranties and undertakings contained in the Underwriting Agreement untrue or incorrect in any respect.

Any such notice shall be served by the Underwriter prior to the Latest Time for Termination.

If prior to the Latest Time for Termination any such notice as referred to above is given by the Underwriter, the obligations of all parties under the Underwriting Agreement shall cease and determine and no party shall have any claim against any other party in respect of any matter or thing arising out of or in connection with the Underwriting Agreement (save for any antecedent breaches hereof) and the Rights Issue shall not proceed.

If the Underwriter terminate the Underwriting Agreement, the Rights Issue will not proceed. An announcement will be made by the Company if the Underwriting Agreement is terminated by the Underwriter.

— 7 —

LETTER FROM THE BOARD

HATCHER GROUP LIMITED

亦辰集團有限公司*

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

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

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

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

28 March 2025

To the Shareholders

Dear Sir or Madam,

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

INTRODUCTION

References are made to the Circular in relation to, among other things, the Rights Issue, the Underwriting Agreement and the Whitewash Waiver.

On 23 September 2024, the Board announced that, among other matters, the Company proposed the Rights Issue on the basis of three (3) Rights Shares for every one (1) Share held on the Record Date at the Subscription Price of HK$0.25 per Rights Share.

At the EGM held on 21 February 2025, the resolutions in respect of the Rights Issue, the Underwriting Agreement and the Whitewash Waiver were duly passed by way of poll. The purpose of this prospectus is to provide you with further information regarding details of the Rights Issue and certain information in respect of the Group.

— 8 —

LETTER FROM THE BOARD

RIGHTS ISSUE

The Board proposes the Rights Issue with the terms summarised as follows:

Issue statistics

Basis of the Rights Issue : three (3) Rights Shares for every one (1) Share held by the Qualifying Shareholders at the close of business on the Record Date

Rights Subscription price : HK$0.250 per Rights Share

Number of Shares in issue as at the Record Date : 42,817,360 Existing Shares

Number of Rights Shares to be issued pursuant to the Rights Issue : 128,452,080 Rights Shares

The aggregate nominal value of the Rights Shares will be HK$1,284,520.80

Total number of Shares in issue upon completion of the Rights Issue : 171,269,440 Shares

Gross proceeds from the Rights Issue : Approximately HK$32.1 million

Right of excess applications : There will be no right of excess application in the Rights issue

Rights Shares subject to the Underwriting : Up to 88,452,080 Unsubscribed Rights Shares

As at the Latest Practicable Date, there were 604,000 outstanding Share Options granted by the Company exercisable into 604,000 Shares. Save for the foregoing, as at the Latest Practicable Date, the Company had no outstanding convertible bonds, options, derivatives, warrants, conversion rights or other similar rights entitling holders thereof to subscribe for or convert into or exchange for new Shares prior to the Record Date.

The 128,452,080 Rights Shares proposed to be issued pursuant to the terms of the Rights Issue represent approximately 300% of the total number of issued Shares as at the Latest Practicable Date and 75% of the total number of issued Shares as enlarged by the issue of the Rights Shares.

— 9 —

LETTER FROM THE BOARD

Undertaking

As at the Latest Practicable Date, the Company had not received any information or undertaking from any Shareholder as to whether such Shareholder intends to take up his/her entitlements under the Rights Issue (or otherwise).

Qualifying Shareholders

The Rights Issue is only available to the Qualifying Shareholders. To qualify for the Rights Issue, a Shareholder must be registered as a member of the Company as at the close of business on the Record Date and not be a Non-Qualifying Shareholder.

Qualifying Shareholders who take up their pro-rata entitlement in full will not suffer any dilution to their interests in the Company. If a Qualifying Shareholder does not take up any of his/her/its entitlement in full under the Rights Issue, his/her/its proportionate shareholding in the Company will be diluted.

Basis of provisional allotments

The Rights Shares will be provisionally allotted on the basis of three (3) Rights Shares for every one (1) Share held by the Qualifying Shareholders as at the close of business on the Record Date.

Application for all or any part of a Qualifying Shareholder's provisional allotment should be made by lodging a duly completed PAL and a cheque or a banker's cashier order for the sum payable for the Rights Shares being applied for with the Registrar on or before the Latest Time for Acceptance.

Rights of Overseas Shareholders

The Prospectus Documents to be issued in connection with the Rights Issue will not be registered or filed under the securities law of any jurisdiction other than Hong Kong. Overseas Shareholders may not be eligible to take part in the Rights Issue as explained below.

Pursuant to Rule 17.41(1) of the GEM Listing Rules, the Board will make enquiries regarding the feasibility of extending the Rights Issue to the Overseas Shareholders under the laws of the relevant overseas jurisdictions and the requirements of the relevant regulatory bodies or stock exchanges. If, based on legal advice, the Board is of the opinion that it would be necessary or expedient not to offer the Rights Shares to any Overseas Shareholders on account either of the legal restrictions under the laws of relevant place(s) or the requirements of the relevant overseas regulatory body or stock exchange, no provisional allotment of the nil-paid Rights Shares or allotment of fully-paid Rights Shares will be made to such Overseas Shareholders. In such circumstances, such Overseas Shareholders will become Non-Qualifying Shareholders and the Rights Issue will not be extended to them.

— 10 —

LETTER FROM THE BOARD

Based on the register of members of the Company, as at the Latest Practicable Date, there are 2 Overseas Shareholders with registered addresses located in BVI, 1 Overseas Shareholder with registered address located in the PRC, 1 Overseas Shareholder with registered address located in Canada and 1 Overseas Shareholder with a registered address located in United Arab Emirates. The Company has sought legal opinion regarding the legal restrictions under the applicable securities legislation of such jurisdictions and the requirements of the relevant regulatory body or stock exchange with respect to the Rights Issue in relation to the Overseas Shareholders and has been advised that there is no restrictions under relevant securities law or other similar laws which would prevent the Company from including the Overseas Shareholder(s) with registered address(es) located in BVI, the PRC, Canada and United Arab Emirates in the Rights Issue. Based upon such advice, the Overseas Shareholders having registered address in BVI, the PRC, Canada and United Arab Emirates will not be excluded from the Rights Issue and shall therefore be the Qualifying Shareholders.

Accordingly, the Rights Issue will be extended to such Overseas Shareholders having registered address in BVI, the PRC, Canada and United Arab Emirates.

Arrangements for the NQS Rights Shares

Arrangements will be made for the Rights Shares which would otherwise have been provisionally allotted to the Non-Qualifying Shareholders to be sold in the market in their nil-paid form as soon as practicable after dealings in the nil-paid Rights Shares commence and before the last day for dealing in the nil-paid Rights Shares, if a premium (net of expenses) can be obtained. Any net proceeds of sale thereof, after deduction of expenses, will be paid in Hong Kong dollars to the Non-Qualifying Shareholders pro rata to their respective entitlements as at the close of business on the Record Date, provided that if any of such persons would be entitled to a sum not exceeding HK$100, such sum will be retained by the Company for its own benefit. Any such unsold nil-paid Rights Shares to which such Non-Qualifying Shareholders would otherwise have been entitled will be taken up by the Underwriter pursuant to the terms of the Underwriting Agreement or offered for subscription by the Placing Agent to the Places under the Placing.

The Rights Subscription Price

The Rights Subscription Price of HK$0.250 per Rights Share is payable in full by a Qualifying Shareholder upon acceptance of the relevant provisional allotment of the Rights Shares under the Rights Issue or when a transferee of the nil-paid Rights Shares subscribes for the Rights Shares.

The Rights Subscription Price represents:

(i) a discount of approximately 31.5% to the closing price of HK$0.365 per Share as quoted on the Stock Exchange on the Last Trading Day;

(ii) a discount of approximately 24.0% to the average closing price of HK$0.329 per Share as quoted on the Stock Exchange for the five (5) consecutive trading days up to and including the Last Trading Day;

LETTER FROM THE BOARD

(iii) a discount of approximately 22.4% to the average closing price of approximately HK$0.322 per Share as quoted on the Stock Exchange for the ten (10) consecutive trading days up to and including the Last Trading Day;

(iv) a discount of approximately 24.6% to the average closing price of approximately HK$0.332 per Share as quoted on the Stock Exchange for the thirty (30) consecutive trading days up to and including the Last Trading Day;

(v) a discount of approximately 10.4% to the theoretical ex-rights price of approximately HK$0.279 per Share based on the closing price of HK$0.365 per Share as quoted on the Stock Exchange on the Last Trading Day;

(vi) a discount of approximately 91.9% to the audited consolidated net asset value per Share of approximately HK$3.087 (based on the latest published audited consolidated net asset value of the Group of approximately HK$132.2 million as disclosed in the annual result announcement of the Company for the year ended 30 September 2024);

(vii) a discount of approximately 94.1% to the unaudited consolidated net asset value per Share of approximately HK$4.270 (based on the latest published unaudited consolidated net asset value of the Group of approximately HK$182.8 million as disclosed in the interim report of the Company for the six months ended 31 March 2024);

(viii) a theoretical dilution effect (as defined under Rule 10.44A of the GEM Listing Rules) of approximately 23.6% represented by the theoretical diluted price of approximately HK$0.279 to the benchmarked price of approximately HK$0.365 per Share (as defined under Rule 10.44A of the GEM Listing Rules, taking into account the closing price on the Last Trading Day of HK$0.365 and the average closing price of HK$0.329 per Share as quoted on the Stock Exchange for the five (5) consecutive trading days immediately prior to the Last Trading Day); and

(ix) a discount of approximately 16.7% to the closing price of HK$0.300 per Share as quoted on the Stock Exchange on the Latest Practicable Date.

The Rights Subscription Price was determined after arm's length negotiation between the Company, the Placing Agent and the Underwriter with reference to, among others, (i) the recent closing price of the Shares taking into consideration that the Company's average Share price per month experienced a month-by-month drop ranging 7.6% to 25.4% per month since 1 January 2024 up to the Last Trading Day; (ii) the prevailing market conditions of the capital market in Hong Kong taking into consideration the cautious investment sentiment in Hong Kong as a result of economic uncertainties; (iii) the financial position of the Group taking into consideration that the Company recorded a loss of approximately HK$8.2 million and HK$14.3 million for the years ended 30 September 2023 and 2024 respectively; and (iv) the imminent funding and capital needs of the Company in Hong Kong taking into consideration the increase in administrative expenses and other operating expenses from approximately HK$69.9 million for the year ended 30 September 2023 to approximately HK$122.0 million for the year ended 30 September 2024, and the potential cost of the Company's expansion plan intended to turn around the Company's loss-making position as more particularly disclosed in the paragraph headed "Reasons for the Rights Issue and use of proceeds" in the Letter from the Board.

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LETTER FROM THE BOARD

In determining the discount of the Rights Subscription Price, the Directors have taken into account that it is a common practice for listed companies on the Stock Exchange to issue rights shares at a discount to the prevailing market price in order to enhance the attractiveness of the rights issue and to encourage the Shareholders to participate in the future growth of the Group, hence consider the terms of the Rights Issue, including the Rights Subscription Price, to be fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The Directors (including the Independent non-executive Directors) believe that despite the dilution impact that the existing Shareholders will experience as a result of the Rights Issue, the Rights Issue will enable the Group to strengthen its capital base, improving its financial performance and allowing it to turn around from its loss-making position, and to grow its business pursuant to the Group's ongoing development strategies. The Directors (including the Independent non-executive Directors) also believe that despite the fact that the Subscription Price is a deep discount to the closing price on the Last Trading Day of approximately 31.5%, a discounted subscription price provides a more attractive opportunity to encourage the Qualifying Shareholders to participate in the Rights Issue and to maintain their respective shareholding interests in the Company. Based on the foregoing, the Directors consider that the Subscription Price is fair and reasonable, and the Rights Issue is in the interests of the Company and the Shareholders as a whole.

Procedures for acceptance of and payment and/or transfer of the Right Shares

Qualifying Shareholders will find enclosed with this Prospectus a PAL which entitles the Qualifying Shareholder(s) to whom it is addressed to subscribe for the number of Rights Shares shown therein. If the Qualifying Shareholders wish to accept all the Rights Shares provisionally allotted to them as specified in the PALs, they must lodge the PALs in accordance with the instructions printed thereon, together with a remittance for the full amount payable on acceptance, with the Registrar at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by no later than 4:00 p.m. on Monday, 14 April 2025. All remittances must be made in Hong Kong dollars by cheques which must be drawn on an account with, or by cashier's orders which must be issued by, a licensed bank in Hong Kong and made payable to "HATCHER GROUP LIMITED" and crossed "Account Payee Only".

It should be noted that unless the PAL, together with the appropriate remittance, have been lodged with the Registrar by not later than 4:00 p.m. on Monday, 14 April 2025, whether by the original allottee or any person in whose favour the rights have been validly transferred, that provisional allotment and all rights thereunder will be deemed to have been declined and will be cancelled. The Company may, at its sole absolute discretion, treat a PAL as valid and binding on the person(s) by whom or on whose behalf it is lodged even if the PAL is not completed in accordance with the relevant instructions. The Company may require the relevant person(s) to complete the incomplete PAL at a later stage.

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LETTER FROM THE BOARD

If a Qualifying Shareholder wishes to accept only part of his/her/its provisional allotment or transfer part of his/her/its rights to subscribe for the Rights Shares provisionally allotted to him/her/it under the PAL or to transfer part or all of his/her/its rights to more than one person, the entire PAL must be surrendered and lodged for cancellation by not later than 4:30 p.m. on Thursday, 3 April 2025 to the Registrar, who will cancel the original PAL and issue new PALs in the denominations required which will be available for collection from the Registrar at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, after 9:00 a.m. on the second Business Day after the surrender of the original PAL. It should be noted that stamp duty is payable in connection with a transfer of rights to subscribe for the Rights Shares.

Status of the Rights Shares

The Rights Shares (when allotted, fully paid or credited as fully paid and issued) will rank pari passu in all respects among themselves and with the Shares in issue on the date of allotment and issue of the Rights Shares. Holders of the fully paid Rights Shares will be entitled to receive all dividends and distributions which may be declared, made or paid on or after the date of allotment and issue of the fully paid Rights Shares.

Stamp duty and other applicable fees

Dealings in the Rights Shares in both their nil-paid and fully-paid forms will be subject to payment of stamp duty, Stock Exchange trading fee, transaction levy, investor compensation levy or any other applicable fees and charges in Hong Kong.

Certificates of the Rights Shares and refund cheques for the Rights Issue

Subject to fulfilment of the conditions of the Rights Issue, share certificates for the fully paid Rights Shares are expected to be sent on or before Tuesday, 29 April 2025 to those entitled thereto by ordinary post, at their own risk, to their registered addresses. If the Underwriting Agreement is terminated or does not become unconditional, refund cheques will be despatched on or before Tuesday, 29 April 2025, by ordinary post, at the respective Shareholders' own risk, to their registered addresses.

Fractional entitlement to the Rights Shares

On the basis of provisional allotment of three Rights Shares for every one Share held by the Qualifying Shareholders on the Record Date, no fractional entitlements to the Rights Shares will arise under the Rights Issue.

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LETTER FROM THE BOARD

Odd lots matching services

In order to alleviate the difficulties arising from the existence of odd lots of the Rights Shares arising from the Rights Issue, a designated broker will be appointed to match the purchase and sale of odd lots of the Shares at the relevant market price per Share for the period from 9:00 a.m. on Wednesday, 26 February 2025 to 4:00 p.m. on Wednesday, 9 April 2025 (both dates inclusive). Holders of the Shares in odd lots represented by the existing certificates for the Shares who wish to take advantage of this facility either to acquire odd lots of the Shares to make up a full board lot or dispose of their odd lots of the Shares may, directly or through their broker, contact Mr. Ringo Hui of VBG Capital Limited at 21/F, Grand Millennium Plaza, 181 Queen’s Road Central, Hong Kong (telephone number: 2200 7611) during such period. Holders of odd lots of the Shares should note that successful matching of the sale and purchase of odd lots of the Shares is on the best effort basis and not guaranteed. Any Shareholder who is in any doubt about the odd lot arrangement is recommended to consult his/her/its own professional advisers.

Taxation

Shareholders are advised to consult their professional advisers if they are in any doubt as to the taxation implications of the receipt, purchase, holding, exercising, disposing of or dealing in, the nil-paid Rights Shares or the Rights Shares and, regarding the Non-Qualifying Shareholders, their receipt of the net proceeds, if any, from sale of the nil-paid Rights Shares on their behalf otherwise falling to be issued to them under the Rights Issue under the laws of jurisdictions in which they are liable to taxation. It is emphasised that none of the Company, the Directors nor any other parties involved in the Rights Issue accepts responsibility for any tax effects on, or liabilities of, any person resulting from subscribing for, purchasing, holding, disposal of, dealings in or exercising any rights in relation to the Shares or the Rights Shares.

Application for listing

The Company will apply to the GEM Listing Committee for the listing of, and the permission to deal in, the Rights Shares (in both nil-paid and fully-paid forms) to be issued and allotted pursuant to the Rights Issue. No part of the securities of the Company is listed or dealt in, and no listing of or permission to deal in any such securities is being or is proposed to be sought, on any other stock exchanges.

Rights Shares will be eligible for admission into CCASS

Subject to the granting of the listing of, and the permission to deal in, the Rights Shares (in both nil-paid and fully-paid forms) on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares (in both nil-paid and fully-paid forms) will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares on the Stock Exchange, or such other dates as determined by HKSCC.

Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Shareholders should seek advice from their licensed securities dealer(s) or other professional adviser(s) for details of those settlement arrangements and how such arrangements will affect their rights and interests.

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LETTER FROM THE BOARD

Procedures in respect of the Unsubscribed Rights Shares and the Compensatory Arrangements

Pursuant to Rule 10.31(1)(b) of the GEM Listing Rules, the Company must make arrangements to dispose of any Unsubscribed Shares not validly applied for by the No Action Shareholders by offering such Unsubscribed Shares to independent places for the benefit of those Shareholders. There will be no excess application arrangements in relation to the Rights Issue as stipulated by Rule 10.31(1)(a) of the GEM Listing Rules.

The Company appointed the Placing Agent to place the Unsubscribed Rights Shares after the Latest Time for Acceptance to independent places on a best effort basis, and any premium over the aggregate amount of (i) the Rights Subscription Price for those Rights Shares; and (ii) the expenses of the Placing Agent (including any other related costs and expenses), that is realised from the Placing (the "Net Gain") will be paid to the relevant No Action Shareholders and Non-Qualifying Shareholders in the manner set out below. The Placing Agent will, on a best effort basis, seek to procure, by not later than 4:00 p.m. on Thursday, 24 April 2025, acquirers for all (or as many as possible) of those Unsubscribed Rights Shares at a price not less than the Rights Subscription Price. Any unsold Unsubscribed Rights Shares under the Compensatory Arrangements will be taken up by the Underwriter pursuant to the terms of the Underwriting Agreement.

Net Gain (if any) will be paid rounded down to the nearest cent on a pro-rata basis to the relevant No Action Shareholders and Non-Qualifying Shareholders as set out below:

(i) for No Action Shareholders, the relevant Qualifying Shareholders (or such persons who hold any nil-paid rights at the time such nil-paid rights are lapsed) whose nil-paid rights are not validly applied for in full, by reference to the extent that Shares in his/her/its nil-paid rights are not validly applied for, and where the nil-paid rights are, at the time they lapse, represented by a PAL, to the person whose name and address appeared on the PAL and where the nil-paid rights are, at the time they lapse, registered in the name of HKSCC Nominees Limited, to the beneficial holders (via their respective CCASS participants) as the holder of those nil-paid rights in CCASS; and

(ii) for Non-Qualifying Shareholders, the relevant Non-Qualifying Shareholders whose names and addresses appeared on the register of members of the Company on the Record Date with reference to their shareholdings in the Company on the Record Date.

If the Net Gain payable to a No Action Shareholder or Non-Qualifying Shareholder mentioned above (i) is more than HK$100, the entire amount will be paid to them; or (ii) is HK$100 or less, such amount will be retained by the Company for its own benefit.

No irrevocable undertaking

As at the Latest Practicable Date, no irrevocable undertaking regarding whether to take up or reject the Rights Issue has been provided by any Directors or substantial shareholders or the Underwriter.

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LETTER FROM THE BOARD

Conditions of the Rights Issue

The Rights Issue is conditional upon the obligations of the Underwriter under the Underwriting Agreement becoming unconditional and the Underwriter not terminating the Underwriting Agreement.

The Underwriting Agreement contains detailed conditions and events which may cause the Underwriting Agreement to be terminated by the Underwriter. Please refer to the section headed "Conditions of the Rights Issue and the Underwriting Agreement" in this Prospectus for details of the conditions and grounds of termination of the Underwriting Agreement. If the Underwriting Agreement does not become unconditional or is terminated, the Rights Issue will not proceed.

The terms of the Placing Agreement (including the placing fee) were determined after arm's length negotiation between the Placing Agent and the Company with reference to the size of the Rights Issue and are on normal commercial terms. The Directors consider that the terms of the Placing Agreement are fair and reasonable.

Given that the Compensatory Arrangements would provide a compensatory mechanism for the relevant No Action Shareholders and Non-Qualifying Shareholders, the Directors consider that the Compensatory Arrangements are in the interest of the minority Shareholders.

THE UNDERWRITING AGREEMENT

The Underwriting Agreement

On 23 September 2024 (after trading hours), the Company entered into the Underwriting Agreement with the Underwriter, pursuant to which the Underwriter has conditionally agreed to underwrite the Underwritten Shares on a best effort basis subject to the terms and conditions of the Underwriting Agreement as below:

Date: 23 September 2024

Issuer: The Company

Underwriter: Tanner Enterprises Group Limited, being an investment holding company incorporated in the British Virgin Islands with limited liability and wholly-owned by Mr. Li Man Keung Edwin, an executive Director

Mr. Li Man Keung Edwin, is a substantial shareholder, beneficially holding 6,598,800 Shares, representing approximately 15.41% of the issued share capital of the Company as at the Latest Practicable Date. As such, Tanner Enterprises is a connected person of the Company under Chapter 20 of the GEM Listing Rules

Number of Rights Shares underwritten: Up to 88,452,080 Rights Shares

Underwriting commission: No underwriting commission will be payable by the Company to the Underwriter under the Underwriting Agreement

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LETTER FROM THE BOARD

It is not in the ordinary course of business for Tanner Enterprises to act as an underwriter or enter into underwriting agreements.

The terms of the Underwriting Agreement were determined after arm’s length negotiation between the Company and the Underwriter by reference to the financial position of the Group, the size of the Rights Issue, the current and expected market condition and the prevailing market rate. The Directors consider the entering into of the Underwriting Agreement with the Underwriter and the terms of the Underwriting Agreement are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

Subject to the fulfilment of the conditions (or any waiver, as the case may be, by the Underwriter) contained in the Underwriting Agreement and provided that the Underwriting Agreement is not terminated prior to the Latest Time for Termination in accordance with the terms thereof, the Underwriter shall subscribe for, pursuant to the terms of Underwriting Agreement and the Prospectus Documents (insofar as the same are applicable), the Underwritten Shares.

Conditions of the Rights Issue and the Underwriting Agreement

The Rights Issue and the obligations of the Underwriter under the Underwriting Agreement are conditional on:

(a) the passing by the Shareholders at the EGM of an ordinary resolution to approve the proposed increase in authorised share capital, the Rights Issue and the Underwriting Agreement, and a special resolution to approve the Whitewash Waiver in accordance with the Listing Rules and the Takeovers Code;

(b) the Listing Committee granting or agreeing to grant (subject to allotment) and not having withdrawn or revoked the listing of and permission to deal in the Rights Shares (in their nil–paid and fully-paid forms);

(c) the Executive granting the Whitewash Waiver to Tanner Enterprises and the satisfaction of all conditions (if any) attached to the Whitewash Waiver;

(d) the delivery to the Stock Exchange for authorisation and the registration with the Registrar of Companies in Hong Kong respectively of one copy of each of the Prospectus Documents duly signed by all the Directors (or by their agents duly authorised in writing) as having been approved by resolution of the Directors (together with any other documents required by the applicable law or regulation to be annexed thereto) by no later than the Prospectus Posting Date;

(e) the posting of the Prospectus Documents to the Qualifying Shareholders by no later than the Prospectus Posting Date and the posting of the Prospectus and a letter to the Excluded Shareholders, if any, for information purpose only explaining the circumstances in which they are not permitted to participate in the Rights Issue by no later than the Prospectus Posting Date;

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LETTER FROM THE BOARD

(f) the compliance with the requirements under the applicable laws and regulations of Hong Kong and Cayman Islands;

(g) the representations and warranties of the Company referred to in the Underwriting Agreement remaining true and accurate and not misleading in all material respects at all times and none of the undertakings of the Company in the Underwriting Agreement having been breached;

(h) there being no breach of the undertakings and obligations of the Company under the terms of the Underwriting Agreement; and

(i) the Underwriting Agreement not being terminated by the Underwriter pursuant to the terms thereof on or before the Latest Time for Termination.

Other than conditions (g) to (i) which can be waived in whole or in part by the Underwriter by notice in writing to the Company prior to the Latest Time for Termination, all other conditions above cannot be waived. In the event of the said conditions not being fulfilled or waived, the Underwriting Agreement shall terminate (save in respect of any rights and obligations which may accrue under the Underwriting Agreement prior to such termination) and neither the Company nor the Underwriter shall have any claim against the other party for costs, damages, compensation or otherwise save for any antecedent breach and the Rights Issue will not proceed.

Completion of the Rights Issue is not conditional on completion of the CB Subscription Agreement, or vice versa.

The long stop date of the Underwriting Agreement (by which date all conditions to the Underwriting Agreement must have been fulfilled or (where permitted) waived) is 30 April 2025, or such other date as the Underwriter and the Company may agree in writing.

No irrevocable undertaking

Termination of the Underwriting Agreement

(3) If prior to the Latest Time for Termination, in the absolute opinion of the Underwriter:

(a) the success of the Rights Issue would be affected by:

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LETTER FROM THE BOARD

(iii) any material adverse change in the business or in the financial or trading position of the Group as a whole; or

the Underwriter shall be entitled by notice in writing to the Company, served prior to the Latest Time for Termination, to terminate this Agreement.

(4) The Underwriter shall be entitled by notice in writing to rescind this Agreement if prior to the Latest Time for Termination:

(a) any material breach of any of the warranties or undertakings contained in the Underwriting Agreement comes to the knowledge of the Underwriter; or

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LETTER FROM THE BOARD

Any such notice shall be served by the Underwriter prior to the Latest Time for Termination.

If the Underwriter terminate the Underwriting Agreement, the Rights Issue will not proceed. An announcement will be made by the Company if the Underwriting Agreement is terminated by the Underwriter.

INFORMATION ON THE UNDERWRITER

The Underwriter is an investment holding company incorporated in the British Virgin Islands with limited liability, and is not engaged in underwriting of issue of securities in its ordinary course of business. The Underwriter is wholly beneficially owned by Mr. Li Man Keung Edwin, an executive Director. It is the intention of the Underwriter to continue to carry on the businesses of the Group and to continue the employment of the employees of the Group. The Underwriter has no intention to introduce any major changes to the businesses of the Group including redeployment of the fixed assets of the Group.

The Directors are of the view that the Underwriter's intention to continue to carry on the businesses of the Group and to continue the employment of the employees of the Group is fair and reasonable and in the interest of the Company and Shareholders as a whole.

Restriction on dealings

The Company has undertaken to the Underwriter that for the period from the date of the Underwriting Agreement and ending on the date which from the Latest Time for Termination is Thursday, 24 April 2025, unless with the prior written consent of the Underwriter, the Company shall not (except for the Rights Shares):

(i) allot or issue or offer to allot or issue or grant any option, right or warrant to subscribe (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Shares or any interests in Shares or any securities convertible into or exercisable or exchangeable for or substantially similar to any Shares or interest in Shares (except for the allotment or issue of Shares upon exercise of the outstanding Share Options);

(ii) agree (conditionally or unconditionally) to enter into or effect any such transaction with the same economic effect as any of the transactions described in paragraph (i); or

(iii) announce any intention to enter into or effect any such transaction described in paragraph (i) or (ii).

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LETTER FROM THE BOARD

THE COMPENSATORY ARRANGEMENTS

Placing Agreement

On 23 September 2024 (after trading hours of the Stock Exchange), the Company and the Placing Agent entered into the Placing Agreement, pursuant to which the Placing Agent has agreed to procure placees, on a best effort basis, to subscribe for up to 40,000,000 Unsubscribed Rights Shares 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.

If there are fewer than 88,452,080 Unsubscribed Rights Shares, the Underwriter will take them up in full and there will be no Unsubscribed Right Shares to be placed in the Placing.

If there are more than 88,452,080 Unsubscribed Rights Shares but less than 128,452,080 Unsubscribed Rights Shares, the Underwriter will take up 88,452,080 Unsubscribed Rights Shares and the remaining Unsubscribed Rights Shares will be subject to the Placing.

Details of the Placing Agreement are as follows:

Date
: 23 September 2024 (after trading hours of the Stock Exchange)

Placing Agent
: Redbridge Global Strategies Limited, a licensed corporation carrying out type 1 (dealing in securities), type 4 (advising on securities) and type 9 (asset management) regulated activities under the SFO, was appointed as the placing agent to place, or procure the placing of, up to 40,000,000 Unsubscribed Rights Shares, on a best effort basis, to the Placee(s) after a maximum of 88,452,080 Unsubscribed Rights Shares have been fully taken up by the Underwriter.

Mr. Michael Stockford, who has been appointed as an executive director of the Company with effect from 1 October 2024, beneficially owns approximately 34.0% in Redbridge Global Strategies Limited, and the remaining 66% is beneficially owned by two Independent Third Parties, namely Mr. Panagiotis Georgiou and Mr. Ignacio Infante who are both businessmen based in Europe and investor in the capital markets in Asia.

As at the Latest Practicable Date, neither of Redbridge Global Strategies Limited or Mr. Michael Stockford owned any Shares of the Company.

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LETTER FROM THE BOARD

Placing fee
: No placing commission will be payable by the Company to the Placing Agent for the subscription of the Unsubscribed Rights Shares and the NQS Unsold Rights Shares

Placing price of the Unsubscribed Rights Shares
: The placing price of the Unsubscribed Rights Shares shall be not less than the Rights Subscription Price.

The price will be determined based on the demand for the Unsubscribed Rights Shares and market conditions at the time of placement.

Placees
: The Unsubscribed Rights Shares shall only be offered

(i) to institutional, corporate or individual investor(s) who and whose ultimate beneficial owner(s) shall be Independent Third Parties and whom are not acting in concert with the Underwriter and its concert parties; (ii) such that no Placee shall become a Substantial Shareholder immediately following the Placing; and (iii) such that the Placing will not have any implications under the Takeovers Code and no Shareholder will be under any obligation to make a general offer under the Takeovers Code as a result of the Placing.

Ranking of Unsubscribed Rights Shares
: The Unsubscribed Rights Shares (when placed, allotted, issued and fully paid) shall rank pari passu in all respects among themselves and with the Shares then in issue.

Completion date of the Placing
: Thursday, 24 April 2025 or such other date as the Company and the Placing Agent may agree.

Conditions of the Placing Agreement

The Placing Agreement is conditional upon:

(a) the Listing Committee of the Stock Exchange granting the approval for the listing of, and permission to deal in, the Rights Shares;

(b) all necessary consents and approvals (including but not limited to the approvals from the respective board of directors of each the Company and the Placing Agent) to be obtained on the part of each of the Placing Agent and the Company in respect of the Placing Agreement and the transactions contemplated under the Placing Agreement having been obtained (as at the Latest Practicable Date, there are no additional consents and approvals required in respect of the Placing Agreement); and

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LETTER FROM THE BOARD

None of the above conditions can be waived by the Company or the Placing Agent. If any of the conditions precedent above is not fulfilled by the Latest Time for Termination (or such later time or date as may be agreed between the Placing Agent and the Company in writing), all obligations of the Placing Agent and of the Company under the Placing Agreement shall cease and terminate and none of the parties shall have any claim against the other in relation to the Placing Agreement.

INFORMATION ON MR. MICHAEL STOCKFORD AND RELATIONSHIP WITH THE PLACING AGENT AND CB SUBSCRIBER

As at the Latest Practicable Date, Mr. Michael Stockford is presumed to be acting in concert with Tanner Enterprises, Mr. Li Man Keung Edwin, Mr. Yeung Chun Yue, and Mr. Hui Ringo Wing Kun in respect of the Company under Class 6 (directors of the Company (together with their close relatives, related trusts and companies controlled by such directors, their close relatives and related trusts)) in the definition of "acting in concert" in the Takeovers Code.

Mr. Michael Stockford's appointment as an executive director of the Company announced in the First Announcement took effect from 1 October 2024. Neither Mr. Michael Stockford nor any companies controlled by him nor any party acting in concert with him is a shareholder of the Company.

Mr. Michael Stockford beneficially owns approximately $34.0\%$ of Redbridge Global Strategies Limited, being the Placing Agent, and the that remaining $66\%$ is beneficially owned by two Independent Third Parties, namely Mr. Panagiotis Georgiou and Mr. Ignacio Infante who are both businessmen based in Europe and investors in the capital markets in Asia. As at the Latest Practicable Date, none of Redbridge Global Strategies Limited, Mr. Michael Stockford, Mr. Panagiotis Georgiou or Mr. Ignacio Infante beneficially owns any Shares of the Company.

Mr. Stockford is the sole ultimate beneficial owner of Redbridge Capital Management Limited, which is the investment manager of the CB Subscriber.

Neither the Placing Agent nor Mr. Michael Stockford has any side arrangements, agreements, understanding or undertaking (whether formal or informal and whether express or implied) with the Company. There will be no placing commission payable by the Company to the Placing Agent and the engagement of the Placing Agent is a connected transaction for the Company that is fully exempt under the "de minimis" provisions in Chapter 20 of the GEM Listing Rules.

Mr. Michael Stockford became an executive Director of the Company on 1 October 2024. Mr. Michael Stockford (i) has no other relationship with Tanner Enterprises or Mr. Li Man Keung Edwin; (ii) is not acting in concert with Tanner Enterprises, Mr. Li Man Keung Edwin, Mr. Yeung Chun Yue, Mr. Hui Ringo Wing Kun or any parties acting in concert with any of them in respect of the Company before the date of his appointment; and (iii) did not hold any Shares in the Company at the date of the CB Subscription Agreement and did not hold any Shares as at the Latest Practicable Date. At the time the CB Subscription Agreement was executed, Mr. Stockford was not a connected person of the Company.

The Company has been advised separately by Tanner Enterprises and the Placing Agent that they are not acting in concert.

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LETTER FROM THE BOARD

TAKEOVERS CODE RULE 26.4

By reason of Rule 26.4 of the Takeovers Code, amongst other things, except with the consent of the Executive, no nominee of an offeror or persons acting in concert with it may be appointed to the board of the Company until the offer document has been posted. Mr. Michael Stockford is not a nominee of Tanner Enterprises.

Since the publication of the First Announcement and up to the Latest Practicable Date, apart from the appointment of Mr. Michael Stockford as an executive Director with effect from 1 October 2024, the Company has also appointed Ms. Chan Hiu Shan as a non-executive Director with effect from 2 January 2025. The Company considers that Rule 26.4 of the Takeovers Code does not apply to the appointment of Mr. Michael Stockford and Ms. Chan Hiu Shan for the following reasons: (i) neither Mr. Michael Stockford nor Ms. Chan Hiu Shan is connected with any directors, senior management, substantial shareholder or controlling shareholder (as defined in the GEM Listing Rules) of the Company before the their respective appointment; (ii) neither Mr. Michael Stockford, Ms. Chan Hiu Shan nor any of their companies held any shares in the Company as at the respective date of his/her appointment and as at the Latest Practicable Date; (iii) neither Mr. Michael Stockford nor Ms. Chan Hiu Shan is acting in concert with Tanner Enterprises, Mr. Li Man Keung Edwin, Mr. Yeung Chun Yue, Mr. Hui Ringo Wing Kun or any parties acting in concert with any of them in respect of the Company before their respective appointment; and (iv) the Company's decision to appoint Ms. Chan Hiu Shan upon nomination by Mr. Hui Ringo Wing Kun is a regulatory compliance measure necessitated by Rule 17.104 of the GEM Listing Rules, which requires issuers to achieve board diversity by appointing at least one director of a different gender by 31 December 2024; hence the appointment of Ms. Chan Hiu Shan is a mandatory governance measure and not a discretionary move by Tanner Enterprises, Mr. Li Man Keung Edwin, and parties acting in concert with any of them in the Company to exert influence or control over the Company.

Nevertheless, as a result of the appointment of Mr. Michael Stockford as an executive Director and Ms. Chan Hiu Shan as a non-executive Director, Mr. Michael Stockford and Ms. Chan Hiu Shan are presumed to be acting in concert with Mr. Li Man Keung Edwin, Mr. Yeung Chun Yue David and Mr. Hui Ringo Wing Kun as they will now fall within Class 6 (directors of the Company (together with their close relatives, related trusts and companies controlled by such directors, their close relatives and related trusts)) of those presumed to act in concert in the definition of "acting in concert" in the Takeovers Code.

REASONS FOR AND BENEFITS OF THE RIGHTS ISSUE AND USE OF PROCEEDS

Pursuant to ongoing development strategies of the Group, the Group has been undergoing a diversified expansion from its SFC-licensed businesses to the inclusion of providing environment, social and governance advisory, business consultancy services, corporate secretarial services, accounting and taxation services, risk management and internal control advisory services and human resources services in Hong Kong.

Following 2023, the Group continued to seek and profit from potential investment targets, including but not limited to entering into strategic cooperations with payment gateway providers, AI algorithm developers, big data platforms and other integrated solutions providers.

LETTER FROM THE BOARD

The Board considers that it is in the interests of the Company and its shareholders to continue its diversified expansion and investing in gaming and entertainment businesses taking into consideration forecast increase in the global online game industry.

According to Statista, a leading online provider of market and consumer data headquartered in Germany, the global mobile online game industry was valued at approximately US$108.2 billion in 2022 and is projected to grow annually at a compound annual growth rate (CAGR) of approximately 13.6% during the period from 2023 to 2030, reaching approximately US$339.5 billion by 2030. In particular, the following sets forth the forecast market growth of the mobile online game industry by specific region or country.

(a) Japan: The Japan mobile online game industry is projected to generate revenue of approximately US$16.77 billion in 2024 and is expected to exhibit an annual growth rate of approximately 5.73% between 2024 and 2028, reaching approximately US$20.96 billion by 2028;

(b) United States: The United States mobile online game industry is projected to generate revenue of approximately US$19.61 billion in 2024 and is expected to exhibit an annual growth rate of approximately 6.77% between 2024 and 2027, reaching approximately US$23.87 billion by 2027;

(c) Europe: The Europe mobile online game industry is projected to generate revenue of approximately US$8.23 billion in 2024 and is expected to exhibit an annual growth rate of approximately 6.71% between 2024 and 2027, reaching approximately US$10.0 billion by 2027; and

(d) Southeast Asia: The Southeast Asia mobile online game industry is projected to generate revenue of approximately US$3.14 billion in 2024 and is expected to exhibit an annual growth rate of approximately 7.40% between 2024 and 2027, reaching approximately US$3.89 billion by 2027.

Source: https://www.statista.com

Based on the above and the fact that the Group's online gaming and entertainment business will set forth as a mobile platform comparable to other mobile online games and aimed specifically at mobile gaming users, the Board considers that the Group will be able to benefit from the potential growth by investing in the gaming and entertainment business.

With reference to the voluntary announcement of the Company dated 26 September 2024, the Company and Chromatic Media Ltd., an investment holding company principally engaged in the development and operations of its social gaming platform (the "Target Company"), entered into a non-legally binding letter of intent to which the Company intends to invest approximately US$5.0 million in the establishment of a wholly-owned subsidiary to be incorporated in a gaming-friendly jurisdiction, being countries which would potentially include but not limited to Cambodia, Indonesia, Singapore, Thailand and Vietnam, and the strategic cooperation with the Target Company following the Company's development in the gaming industry.

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LETTER FROM THE BOARD

The ultimate beneficial owner of Chromatic Media Ltd is Mr. Grant Rosenthal, who is the chief information officer of Omega Systems, an IT managed services provider. As at the Latest Practicable Date, Mr. Grant Rosenthal did not hold any Shares in the Company.

As mentioned in the First Announcement, the net proceeds from the Rights Issue after deducting the estimated expenses in relation to the Rights Issue are estimated to be not more than (i) approximately HK$31.1 million (assuming no change in the number of Shares in issue on or before the Record Date); or (ii) approximately HK$32.0 million (assuming no change in the number of Shares in issue on or before the Record Date other than the new Shares to be allotted and issued pursuant to the full exercise of the outstanding options to subscribe for Shares granted under the share option scheme adopted by the Company on 4 May 2017.

A portion of the estimated net proceeds of Rights Issue, being approximately HK$21.8 million, is expected to be utilised in development of the gaming and entertainment business, and the remaining net proceeds, being approximately HK$9.3 million, are expected to be used as general working capital in following manner:

Intended use of the net proceeds of Rights Issue	Net proceeds to be used
Establishment of a wholly-owned subsidiary to be incorporated in a gaming– friendly jurisdiction and the hiring of operational staff for the gaming platform	HK$6.4 million
Marketing expense for capturing new customers to take part in the gaming platform	HK$15.4 million
General working capital in the operation of existing licensed and non-licensed businesses	HK$9.3 million
Total	HK$31.1 million

In view that the Company is estimated to maintain an increasing administrative expense and other operating expenses, in particular the estimated increase in the number of staff for the year ending 30 September 2025, the Directors intend to allocate the net proceeds within the scope of general working capital as below:

Intended use of the net proceeds within the scope of general working capital in the operation of existing licensed and non-licensed businesses	Net proceeds to be used
Staff costs	HK$7.9 million
Other general administrative expenses	HK$1.4 million
Total	HK$9.3 million

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LETTER FROM THE BOARD

The size of the fundraising was determined based on the estimated budget for the Company to invest in the gaming and entertainment business, and divided in proportion to the details of the plan as disclosed above.

In determining the investment amount of US$5.0 million, the size of the fundraising and the respective allocation of the net proceeds, the Directors has considered various factors including (i) the estimated operation expenses and marketing expenses of approximately US$1.4 million and US$1.6 million respectively based on the cashflow forecast provided by management of the Target Company in establishing and maintaining a new gaming platform for the first 12 months; and (ii) the profit-making nature in low and high estimates of the new gaming platform provided by management of the Target Company for the first 18 months.

As the Company does not yet have management expertise in the gaming industry, the Company seeks to identify and enter into service agreements with 2 suitable candidates by 30 June 2025, who would each be appointed in a management role and responsible in overseeing and providing key instructions in the operations and marketing sector of the gaming industry respectively, who possess the necessary experience in the operations and management of gaming and entertainment businesses. These expertise would include the knowledge and competence in business, financial and operations management, marketing and strategic planning that are relevant to the field of gaming and recreation management. In order to become accustomed with the necessary experiences and expertise in the gaming business, the Directors and existing senior management staff intend to undertake internal training organised on a weekly basis in relation to gaming business operations and management for a duration of 6 months prior to the commencement of the business operations of the Target Company provided by the 2 suitable candidates upon their respective employment. The Directors set out to commence the online gaming business only until full attendance of the internal training has been undertaken and until they can ascertain with confidence by undertaking management-relevant assessments in relation to the gaming and entertainment business set out by the 2 suitable candidates that they would be capable to manage and supervise the new business with the necessary experience and expertise in the gaming business.

The Company has not yet identified the 2 suitable candidates as at the Latest Practicable Date.

To realise its business objectives in the online gaming industry, the Company intends to work closely with the Target Company and implement the following strategies in setting up its online gaming platform:

Establishing and maintaining technology infrastructure: In order to cater to the needs of the development of the online gaming platform, the Group intends to set up and continuously improve its technology infrastructure with focus on the efficiency of operations and the quality of services provided to users through the platform. To support the expected increasing amount of data exchange between the Group and the relevant users and the intended promotion of its online gaming platform, the Group plans to purchase, install and set up equipment and facilities by 30 June 2025, including advanced computer servers and Internet connection service with larger bandwidth. The Directors are of the opinion that well established and constantly improving technology infrastructure plays a fundamental role in ensuring the smooth operation and continued development of the Group's business. The Directors expect that the implementation cost of the technology infrastructure would amount to approximately US$1.2 million for the first 12 months, and the online gaming platform as a mobile console app will be launched by 30 September 2025.

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LETTER FROM THE BOARD

Establishing marketing efforts: In order to promote awareness of the online gaming platform, the Group plans to implement a series of marketing measures and undertake advertising campaigns aiming to promote the general awareness of the online gaming platform. Advertisements will be produced and published on mainstream gaming websites following its launch in 30 September 2025 and reception reviewed on a monthly-basis, as well as other online resources and networks that provide exposure to potential customers based on interest and behaviour. Furthermore, the Group will organize and sponsor relevant conventions and exhibitions in the name of its online gaming platform for market players and users to participate. The Group also intends to promote by hosting various affairs on conventions and exhibitions of online game industries. The Directors expect that the cost of establishment of its marketing efforts would amount to approximately US$1.6 million.
Enhancing and expanding operating staff: In order to cater the future development and maintenance of the online gaming platform, the Group intends to enter into service contracts with a small number of staff with online game related experience by 30 June 2025 principally responsible for various functions of the online gaming platform leading to its launch in 30 September 2025. The Directors expect that an additional 8 employees, including 2 in management roles, will be hired by 31 December 2025, and the relevant labour costs for the allocated and newly hired employees for the operation would amount to approximately US$0.2 million.

The business model of the Target Company principally sets out to be a social gaming platform featuring problem-solving puzzle games to be developed by the Target Company catered to adult gamers in the form of a mobile console app allowing players to purchase credit to play in online games which are for entertainment only. As part of the purchase of game credit, players will be awarded with alternative merchandise credit redeemable for merchandise prizes in the form of clothing and soft toys. The target revenue stream will mainly be derived from (i) the sales of in-game credit, virtual items and in-game avatars; and (ii) the provision of in-game marketing and promotion services to advertisers who promote products in the games to players.

With consideration that the business model and target revenue stream may be regarded as a regulated gambling activity under the legal restrictions and government policies under applicable laws and regulations where the online gaming business may set out in (the "Applicable Laws"), the Company has sought legal opinion and has been advised that the business model and target revenue stream, being the purchase of game credits in exchange for redeemable merchandise prizes in the form of clothing and soft toys, would not be categorized as a gambling activity in the jurisdictions of Cambodia, Indonesia, Singapore, Thailand and Vietnam, being the potential countries where the wholly-owned subsidiary will be incorporated and operated in. As a result, the Directors will seek to employ internal controls and procedures designed to help ensure that the online gaming operations are conducted in a professional manner. The internal control measures will set out to enable the Company to detect irregularities and unusual activity or trends in the transactions that take place in the online gaming platform, which if detected, are to be reported to the senior management for investigation and remediation. Should the Company detect any deviation when setting out the business model of the Target Company, the Company would not allow any commencement of its business operations until necessary changes have been made in order to maintain compliance under the Applicable Laws.

— 29 —

LETTER FROM THE BOARD

Following the strategic cooperation between the Group and the Target Company, the Group intends to leverage the expertise of the Target Company’s management team in development of the online mobile gaming platform, assistance in registration to any local gaming licensing and establishment of the marketing tactics as aforementioned above. The Company has yet to identify which country the online gaming operations will set to take place, and the Target Company has yet to commence realization of its online gaming operations in any country pending on the estimated funding required.

In view of the fact that the Group has been loss making for the past two financial years, the Directors believe that the development of its new gaming and entertainment business will allow a diversification of the Group’s revenue stream and broaden the Group’s reach to new clientele at an international level. The Directors believe this development would be in the interests of the Company.

The Company has no intention to dispose of, downsize or terminate any of its existing businesses, and will allocate as much time and effort as before in the maintaining and development of its existing businesses.

Fund-raising alternatives

Apart from the Rights Issue, the Board has considered various fund-raising alternatives before resolving to the Rights Issue, including but not limited to debt financing, placing of new shares and open offer. The Board notes that bank borrowings, if available, would result in additional interest burden, higher gearing ratio of the Company from approximately 18.8% as at 30 September 2024 and create pressure to the liquidity of the Company. Hence, the Board does not consider it to be beneficial to the Company. As for an open offer, while it is similar to a rights issue, offering Qualifying Shareholders to participate, it does not allow free trading of rights entitlements in the open market. As opposed to open offer, Rights Issue would allow Qualifying Shareholders to participate in the future development of the Company and at the same time offer more flexibility to the Qualifying Shareholders to choose whether to maintain their respective pro-rata shareholding interests in the Company and dealing with the Shares.

Having considered all the other fund-raising alternatives, the Directors are of the view that the Rights Issue is in the best interests of the Company and the Shareholders as a whole, and that it is an appropriate fund-raising method to strengthen the capital base of the Company and support the Company’s continuing business development and growth.

As at the Latest Practicable Date, save for the Rights Issue and the CB Subscription as disclosed in the circular, the Company (i) did not have any agreement, arrangement, understanding, intention, or negotiation (either concluded or in process) on any potential fundraising activities; and (ii) had no other plan or intention to carry out any future corporate actions in the next 12 months which may have an effect of undermining or negating the intended purpose of the Rights Issue.

THE WHITEWASH WAIVER

As at the date of the Underwriting Agreement, and the Latest Practicable Date, the Underwriter and parties acting in concert with it (being Mr. Li Man Keung Edwin, Mr. Yeung Chun Yue David, Mr. Hui Ringo Wing Kun, Mr. Michael Stockford and Ms. Chan Hiu Shan for the purposes of the Takeovers Code), taken together, in aggregate, hold 9,018,800 Shares, representing approximately 21.06% of the issued share capital of the Company.

— 30 —

LETTER FROM THE BOARD

Assuming (i) there is no change in the number of issued Shares from 23 September 2024, being the date of the first Previous Announcement, up to and including the closing date of the Rights Issue; (ii) none of the Qualifying Shareholders have taken up their entitlements under the Rights Issue; and (iii)(a) a maximum of 88,452,080 Unsubscribed Rights Shares have been underwritten by Tanner Enterprises and a maximum of 40,000,000 Unsubscribed Rights Shares have been placed under the Compensatory Arrangements, the aggregate shareholding of Mr. Li Man Keung Edwin, Tanner Enterprises and parties acting in concert with any of them in the Company (comprising Tanner Enterprises, Mr. Li Man Keung Edwin, Mr. Yeung Chun Yue David, Mr. Hui Ringo Wing Kun, Mr. Michael Stockford and Ms. Chan Hiu Shan, upon the close of the Rights Issue will increase from the current level of approximately 21.06% to approximately 56.91% of the issued share capital of the Company as enlarged by the issue of the Rights Shares; or (b) a maximum of 88,452,080 Unsubscribed Rights Shares have been underwritten by Tanner Enterprises and no Unsubscribed Rights Shares are placed under the Compensatory Arrangements, the aggregate shareholding of Mr. Li Man Keung Edwin, Tanner Enterprises and parties acting in concert with any of them in the Company (comprising Tanner Enterprises, Mr. Li Man Keung Edwin, Mr. Yeung Chun Yue David, Mr. Hui Ringo Wing Kun, Mr. Michael Stockford and Ms. Chan Hiu Shan), upon the close of the Rights Issue will increase from the current level of approximately 21.06% to approximately 74.25% of the issued share capital of the Company as enlarged by the issue of the Rights Shares. Tanner Enterprises will, in the absence of the Whitewash Waiver, be obliged to make a mandatory cash offer for all issued Shares not already owned or agreed to be acquired by it pursuant to Rule 26.1 of the Takeovers Code.

If the Whitewash Waiver is granted by the Executive and approved by Independent Shareholders and the voting rights of the Company held by Mr. Li Man Keung Edwin and parties acting in concert with him (being Tanner Enterprises, Mr. Yeung Chun Yue David, Mr. Hui Ringo Wing Kun, Mr. Michael Stockford and Ms. Chan Hiu Shan) the taking up of Rights Shares by Tanner Enterprises pursuant to the Underwriting Agreement exceeds 50% of the voting rights of the Company. Mr. Li Man Keung Edwin, Tanner Enterprises and parties acting in concert with either of them may further increase their holdings of voting rights of the Company without incurring any further obligations under Rule 26 of the Takeovers Code to make a general offer. An application has been made by Tanner Enterprises to the Executive for the Whitewash Waiver pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code. The Whitewash Waiver, if granted by the Executive, will be subject to, among other things, the approval of the Independent Shareholders at the EGM by way of poll. Under the Takeovers Code, the resolution in relation to the Whitewash Waiver must be approved by at least 75% of the independent votes that are cast either in person or by proxy by the Independent Shareholders at the EGM by way of poll. The Rights Issue, the Underwriting Agreement and the transactions contemplated thereunder will be subject to, among other things, the approval by more than 50% of the Independent Shareholders at the EGM by way of poll. The Executive may or may not grant the Whitewash Waiver. As it is a condition precedent to the Rights Issue that the Whitewash Waiver is granted by the Executive, the Rights Issue will not proceed if the Whitewash Waiver is not granted by the Executive or if any other condition precedent under the Underwriting Agreement is not fulfilled.

An application has been made by the Underwriter to the Executive for the Whitewash Waiver pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code.

On 19 February 2025, the Executive granted the Whitewash Waiver, which was subject to, among other things, (i) the approval by at least 75% of the Independent Shareholders at the EGM by way of poll in respect of the Whitewash Waiver; (ii) the approval by more than 50% of the Independent Shareholders at the EGM by way of poll in respect of the Rights Issue, the Underwriting Agreement and the transactions contemplated thereunder; and (iii) unless the Executive gives prior consent, no acquisition or disposal of voting rights being made by the Underwriter, Mr. Li Man Keung Edwin and parties acting in concert with any of them between the date of the First Announcement and the completion of the Rights Issue. At the EGM held on 21 February 2025, the relevant resolutions were duly passed by the Independent Shareholders by way of poll.

— 31 —

LETTER FROM THE BOARD

If there had been no acceptance by the Qualifying Shareholders under the Rights Issue, upon completion of the Rights Issue, the Underwriter and parties acting in concert with it (comprising Tanner Enterprises, Mr. Li Man Keung Edwin, Mr. Yeung Chun Yue David, Mr. Hui Ringo Wing Kun, Mr. Michael Stockford and Ms. Chan Hiu Shan) will, in aggregate, hold more than 50% of the Company’s voting rights, the Underwriter may thereafter increase its holding without incurring any further obligation under Rule 26 of the Takeovers Code to make a general offer.

EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

The following table sets out the possible changes in the shareholding structure of the Company arising from the Rights Issue which are for illustrative purpose only.

Set out below is the shareholding structure of the Company (i) as at the Latest Practicable Date; (ii) immediately after completion of the Rights Issue assuming all Qualifying Shareholders take up their respective entitlements; (iii) immediately after completion of the Rights Issue assuming no Qualifying Shareholders take up their respective entitlements and the Unsubscribed Rights Shares and the NQS Unsold Rights Shares are underwritten by the Underwriter; and (iv) immediately after completion of the Rights Issue assuming the maximum Unsubscribed Rights Shares is underwritten by the Underwriter and no remaining Unsubscribed Rights Shares are placed to the places under the Compensatory Arrangements:

Substantial Shareholders and Directors	As at the Latest Practicable Date		Assuming all Qualifying Shareholders take up their respective entitlements		Assuming no Qualifying Shareholders take up their respective entitlements under the Rights Issue and the Unsubscribed Rights Shares and the NQS Unsold Rights Shares are underwritten by the Underwriter and placed under the Compensatory Arrangements		Assuming the maximum Unsubscribed Shares and the NQS Unsold Rights Shares are underwritten by the Underwriter and no Unsubscribed Rights Shares are placed under the Compensatory Arrangements
	Number of Shares	Approximate %	Number of Shares	Approximate %	Number of Shares	Approximate %	Number of Shares	Approximate %
Tanner Enterprises (Note 1)	4,549,200	10.62%	18,196,800	10.62%	93,001,280	54.30%	93,001,280	70.85%
Mr. Li Man Keung Edwin (Note 1)	2,049,600	4.79%	8,198,400	4.79%	2,049,600	1.20%	2,049,600	1.56%
Mr. Yeung Chun Yue David (Note 2)	1,520,000	3.55%	6,080,000	3.55%	1,520,000	0.89%	1,520,000	1.16%
Mr. Hui Ringo Wing Kun (Note 3)	900,000	2.10%	3,600,000	2.10%	900,000	0.53%	900,000	0.69%
Total Shares held by Tanner Enterprises and concert parties	9,018,800	21.06%	36,075,200	21.06%	97,470,880	56.91%	97,470,880	74.25%
Public Shareholders
Mr. Gan Fanglun	7,416,000	17.32%	29,664,000	17.32%	7,416,000	4.33%	7,416,000	5.65%
Placees	-	0.00%	-	0.00%	40,000,000	23.36%	-	0.00%
Other public shareholders	26,382,560	61.62%	105,530,240	61.62%	26,382,560	15.40%	26,382,560	20.10%
Total	42,817,360	100.00%	171,269,440	100.00%	171,269,440	100.00%	131,269,400	100.00%

LETTER FROM THE BOARD

Notes:

4,549,200 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 2,049,600 Shares. The aggregate Shares beneficially owned by Mr. Li Man Keung Edwin is 6,598,800 Shares.
1,520,000 Shares are held by Great Win Global Limited, which is wholly owned by Mr. Yeung Chun Yue David, an executive Director.
900,000 Shares are held by Bright Music Limited, which is wholly owned by Mr. Hui Ringo Wing Kun, an executive Director.

The above table is for illustration purposes only and the actual changes to the shareholding structure of the Company upon completion of the Rights Issue may be different for various reasons, including the results of the Rights Issue.

FUND RAISING ACTIVITY OF THE COMPANY IN THE PAST 12 MONTHS

The following is the equity fund raising activity conducted by the Company in the past 12 months immediately before this Prospectus.

Date of announcement	Fundraising activity	Net proceeds raised	Intended use of net proceeds	Actual use of net proceeds
23 February 2024	Subscription of new shares under general mandate	HK$9.99 million	General working capital	Fully utilized as intended

Save as disclosed above, the Company has not conducted any equity fund raising activities in the past 12 months immediately prior to the date of this Prospectus.

WARNING OF THE RISKS OF DEALING IN THE EXISTING SHARES AND NIL-PAID RIGHTS SHARES

The Rights Issue is subject to the fulfilment of conditions including, among other things, the Stock Exchange granting the listing of, and permission to deal in, the Rights Shares in their nil-paid and fully-paid forms and the Underwriter not having terminated the Underwriting Agreement.

Please refer to the paragraph headed "Conditions of the Rights Issue" in this Prospectus. If the conditions to the Rights Issue are not fulfilled, the Rights Issue will not proceed.

Any Shareholder or other person dealing in the Shares and/or Rights Shares up to the date on which all the conditions of the Rights Issue are fulfilled will accordingly bear the risk that the Rights Issue may not proceed.

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LETTER FROM THE BOARD

Subject to the fulfilment of conditions, the Rights Issue will proceed on a non-fully underwritten basis irrespective of the level of acceptance of the provisionally allotted Rights Shares and is subject to the fulfilment of conditions. Qualifying Shareholders who do not take up their assured entitlements in full and Non-Qualifying Shareholders, if any, should note that their shareholders in the Company may be diluted, the extent of which will depend in part on the size of the Rights Issue.

Shareholders are advised to exercise caution when dealing in the Shares and/or the Rights Shares. Any Shareholders or other persons contemplating any dealings in the Shares and/or Rights Shares in nil-paid form are recommended to consult their professional advisers.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this Prospectus.

For and on behalf of
Hatcher Group Limited
Hui Ringo Wing Kun
Executive Director

— 34 —

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

A. FINANCIAL INFORMATION OF THE GROUP

The financial information of the Group for the three years ended 30 September 2022, 2023 and 2024 are disclosed in the following documents which have been published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (http://www.hatcher-group.com) respectively:

(i) the audited consolidated financial information of the Group for the year ended 30 September 2024 is disclosed in the annual report of the Company for the year ended 30 September 2024 published on 14 January 2025, from pages 81 to 178
(https://www1.hkexnews.hk/listedco/listconews/gem/2025/0114/2025011400636.pdf)

(ii) the audited consolidated financial information of the Group for the year ended 30 September 2023 is disclosed in the annual report of the Company for the year ended 30 September 2023 published on 1 January 2024, from pages 87 to 178
(https://www1.hkexnews.hk/listedco/listconews/gem/2024/0101/2024010100093.pdf)

(iii) the audited consolidated financial information of the Group for the year ended 30 September 2022 is disclosed in the annual report of the Company for the year ended 30 September 2022 published on 29 December 2022, from pages 59 to 152
(https://www1.hkexnews.hk/listedco/listconews/gem/2022/1229/2022122901859.pdf)

Set out below is a summary of the consolidated financial information of the Group for the years ended 30 September 2022, 2023, and 2024.

	For the year ended 30 September
	2024
HK$’000
(audited)	2023
HK$’000
(audited)	2022
HK$’000
(audited)
Continuing operations Revenue	85,493	77,886	72,157
Other (loss) income, net	(15,935)	22,936	647
Provision for impairment loss in respect of goodwill	(37,943)	–	(2,350)
Provision of impairment loss in respect of trade receivables	(6,202)	(52)	(531)
Provision of impairment loss in respect of other receivables	(1,021)	(2,427)	–
Administrative expenses and other operating expenses	(96,963)	112,950	(69,899)
Finance costs	(1,235)	1,497	(2,454)
Loss before tax from continuing operations	(73,806)	16,104	(2,430)
Income tax (expense) credit	696	(1,424)	(750)
Loss for the year from continuing operations	(73,110)	(17,528)	(3,180)

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

	For the year ended 30 September
	2024	2023	2022
	HK$’000 (audited)	HK$’000 (audited)	HK$’000 (audited)
Discontinued operations
Profit (Loss) for the year from discontinued operations	(4,092)	3,197	(4,999)
Loss for the year	(77,202)	(14,331)	(8,179)
Other comprehensive income/(expense):
Item that are reclassified or may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations	230	(397)	–
Item that will not be reclassified to profit or loss
Fair value loss on financial assets designated at fair value through other comprehensive income (“Designated FVOCI”)	(184)	(185)	(1,893)
Other comprehensive loss for the year	46	(582)	(1,893)
Total comprehensive loss for the period/year	(77,156)	(14,913)	(10,072)
(Loss) Profit for the year attributable to:
Owners of the Company	(77,085)	(13,829)	(8,253)
Non-controlling interests	(117)	(502)	74
	(77,202)	(14,331)	(8,179)
Total comprehensive (loss) income attributable to:
Owners of the Company	(77,039)	(14,411)	(10,146)
Non-controlling interests	(117)	(502)	74
	(77,156)	(14,913)	(10,072)
	HK Cents	HK Cents	HK Cents
Basic and diluted (loss) earnings per share
– continuing operations	(186.86)	(51.23)	(0.49)
– discontinued operations	(10.48)	9.62	(0.75)
Dividends per share	–	–	–

— I-2 —

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

The management discussion and analysis of the Company for each of the financial years ended 30 September 2022, 2023, and 2024, are disclosed in the annual reports of the Company for the financial years ended 30 September 2022, 2023, and 2024, respectively.

For each of the three financial years ended 30 September 2022, 2023 and 2024, no dividend or distribution was declared or paid.

No modified opinion, emphasis of matter or material uncertainty related to going concern was contained in the auditor's report of the Company from Mazars CPA Limited for each of the year ended 30 September 2022 and 2023, and from Baker Tilly Hong Kong Limited for the year ended 30 September 2024.

| | As at
30 September
2024
HK$'000 |
| --- | --- |
| Non-current assets | |
| Goodwill | 41,655 |
| Intangible assets | 1,831 |
| Plant and equipment | 8,171 |
| Right-of-use assets | 7,623 |
| Designated FVOCI | 984 |
| Financial assets at fair value through profit or loss (“FVPL”) | 15,345 |
| Deferred tax assets | 206 |
| | 75,815 |
| Current assets | |
| Financial assets at FVPL | 24,923 |
| Trade and other receivables | 29,282 |
| Time deposits with original maturity over three months | 1,082 |
| Bank balances – client accounts | – |
| Bank balances – general accounts and cash | 36,766 |
| | 92,053 |
| Current liabilities | |
| Trade and other payables | 9,170 |
| Interest-bearing borrowings | 16,322 |
| Lease liabilities | 3,513 |
| Income tax payables | 542 |
| | 29,547 |
| Net current assets | 62,506 |
| Total assets less current liabilities | 138,321 |

— I-3 —

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

| | As at
30 September
2024
HK$’000 |
| --- | --- |
| Non-current liabilities | |
| Lease liabilities | 4,984 |
| Other payables | 150 |
| Deferred tax liabilities | 1,007 |
| | 6,141 |
| NET ASSETS | 132,180 |
| Capital and reserves Share capital | 10,704 |
| Reserves | 121,476 |
| Equity attributable to owners of the Company | 132,180 |
| Non-controlling interests | – |
| TOTAL EQUITY | 132,180 |

B. STATEMENT OF INDEBTEDNESS

As at the close of business on 31 January 2025, being the latest practicable date for the purpose of ascertaining information contained in this statement of indebtedness prior to the printing of this Prospectus, the indebtedness of the Group was as follows:

| | HK$’000
(unaudited) |
| --- | --- |
| Bank borrowings – unsecured and guaranteed | 11,925 |
| Bank borrowings – secured and guaranteed | 3,547 |
| | 15,472 |
| Lease liabilities – unsecured and unguaranteed | 6,890 |
| Lease liabilities – secured and guaranteed | 226 |
| | 7,116 |

All bank borrowings are guaranteed by Hong Kong SAR Government guarantee under SME Loan Guarantee Scheme and personal guarantee issued by a director of the subsidiaries. Moreover, HK$3,547,000 of bank borrowings were secured by life insurance of US$700,000 placed in a bank.

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Save as the aforesaid, and apart from intra-group liabilities and normal payables and accruals in the ordinary course of business, the Group did not have any bank overdrafts or borrowings, or other similar indebtedness, guarantees, material capital commitment or other material contingent liabilities outstanding as at the close of business on 31 January 2025.

C. WORKING CAPITAL STATEMENT

The Board, after due and careful consideration, is of the opinion that, after taking into account the estimated net proceeds from the Rights Issue of approximately HK$31,373,020 and its presently available financial resources, including funds internally generated from operation, the Group will have sufficient working capital for its operation for at least the next twelve months from the date of this Prospectus.

D. MATERIAL CHANGE

The Board confirms that there has been no material change in the financial or trading position of the Group since 30 September 2024, being the date to which the latest published audited consolidated financial statements of the Group were made up, and up to and including the Latest Practicable Date.

E. BUSINESS REVIEW AND FINANCIAL PROSPECTS

The Group is principally engaged in (i) licensed business on the provision of corporate finance advisory services, placing and underwriting services and asset management services; and (ii) non-licensed business on the provision of environmental, social and governance advisory services, business consultancy services, corporate secretarial services, accounting and taxation services, risk management and internal control advisory services and human resources services in Hong Kong.

The business environment of the Group in 2025 remains challenging compared to 2024. The Group will continue to seek business opportunities for our licensed business and non-licensed business. Apart from the intended investment in the gaming and entertainment business, the Company and the Board have been actively exploring new business opportunities in order to bring a higher return for the shareholders of the Company, in particular acquisition targets with its business focus in the Greater Bay Area and the opportunities arising therefrom.

— I-5 —

APPENDIX II

UNAUDITED PRO FORMA

FINANCIAL INFORMATION OF THE GROUP

For illustrative purpose only, set out below is the unaudited pro forma statement of adjusted consolidated net tangible assets of the Group after completion of the Rights Issue. Although reasonable care has been exercised in preparing the unaudited pro forma financial information, Shareholders who read the information should bear in mind that these figures are inherently subject to adjustments and may not give a complete picture of the Group's financial results and positions for the financial periods concerned.

A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS OF THE GROUP

The unaudited pro forma statement of adjusted consolidated net tangible assets of the Group attributable to the owners of the Company (the "Unaudited Pro Forma Financial Information") has been prepared by the Directors in accordance with paragraph 7.31 of the Rules Governing the Listing of Securities on GEM operated by The Stock Exchange of Hong Kong Limited (the "GEM Rules") to illustrate the effect of the Rights Issue on the consolidated net tangible assets of the Group as if the Rights Issue had taken place on 30 September 2024.

The Unaudited Pro Forma Financial Information is prepared for illustrative purpose only and based on the judgements, estimates and assumptions of the Directors, and because of its hypothetical nature, it may not give a true picture of the consolidated net tangible assets of the Group attributable to the owners of the Company immediately after completion of the Rights Issue as at 30 September 2024 or any future date after completion of the Rights Issue.

The Unaudited Pro Forma Financial Information is prepared based on the audited consolidated net tangible assets of the Group attributable to owners of the Company as at 30 September 2024, as extracted from the published annual report of the Company for the year ended 30 September 2024 and is adjusted to reflect the effect of the Rights Issue as if the Rights Issue had been completed on 30 September 2024.

	Audited consolidated net tangible assets of the Group attributable to owners of the Company as at 30 September 2024 HK$'000 (Note 1)	Estimated net proceeds from the Rights Issue HK$'000 (Note 2)	Unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the Company immediately after completion of the Right Issue HK$'000	Audited consolidated net tangible assets of the Group attributable to owners of the Company per share as at 30 September 2024 HK$ (Note 3)	Unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the Company per share immediately after completion of the Rights Issue HK$ (Note 4)
Based on 128,452,080 Rights Shares to be issued at Subscription Price of HK$0.250 per Rights Share	130,349	31,373	161,722	3.04	0.94

APPENDIX II

UNAUDITED PRO FORMA

FINANCIAL INFORMATION OF THE GROUP

Notes:

The audited consolidated net tangible assets of the Group as at 30 September 2024 is extracted from the published annual report of the Company for the year ended 30 September 2024, which is equal to the audited consolidated net assets attributable to owners as at 30 September 2024 of HK$132,180,000, after deducting intangible assets of approximately HK$1,831,000.
The estimated net proceeds from the Rights Issue of approximately HK$31,373,020, is calculated based on 128,452,080 Rights Shares assuming to be issued on the completion of the Rights Issue (based on 128,452,080 Shares in issue as at the Latest Practicable Date) at the Subscription Price of HK$0.250 per Rights Share and after deduction of estimated related expenses of approximately HK$740,000.
The audited consolidated net tangible assets of the Group per Share as at 30 September 2024 was HK$3.04, which was based on the audited consolidated net tangible assets of the Group as at 30 September 2024 of HK$130,349,000, divided by 42,817,360 shares in issue as at 30 September 2024.
The unaudited pro forma adjusted consolidated net tangible assets of the Group per Share as at 30 September 2024 immediately after completion of the Rights Issue is calculated based on the unaudited pro forma adjusted consolidated net tangible assets of the Group immediately after completion of Rights Issues of approximately HK$161,722,020, divided by 171,269,440 Shares which represents 42,817,360 shares in issue as at 30 September 2024 according to the number of Shares before the Rights Issue and 128,452,080 Rights Shares, assuming the Rights Issue has been completed on 30 September 2024.
Save as disclosed above, no adjustment has been made to reflect any trading results or other transactions of the Group entered into subsequent to 30 September 2024.

— II-2 —

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

The following is the text of the independent reporting accountants' assurance report received from CL Partners CPA Limited, Certified Public Accountants, Hong Kong, the reporting accountants of the Company, in respect of the Group's unaudited pro forma financial information prepared for the purpose of incorporation in this Prospectus.

B. INDEPENDENT REPORTING ACCOUNTANTS' ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

To the Directors of Hatcher Group Limited

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Hatcher Group Limited (the "Company") and its subsidiaries (hereinafter collectively referred to as the "Group") by the directors of the Company (the "Directors") for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma statement of adjusted consolidated net tangible assets as at 30 September 2024 and related notes as set out in Appendix II to the prospectus issued by the Company dated 28 March 2025 (the "Prospectus"). The applicable criteria on the basis of which the Directors have compiled the unaudited pro forma financial information are described in Appendix II to the Prospectus.

The unaudited pro forma financial information has been compiled by the Directors to illustrate the impact of the proposed Rights Issue on the Group's financial position as at 30 September 2024 as if the Rights Issue had taken place at 30 September 2024. As part of this process, information about the Group's financial position has been extracted by the Directors from the Group's historical financial information for the year ended 30 September 2024, on which an auditor's report has been published.

Directors' Responsibilities for the Unaudited Pro Forma Financial Information

The Directors are responsible for compiling the unaudited pro forma financial information in accordance with paragraph 7.31 of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "GEM Rules") and with reference to Accounting Guideline 7 "Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars" ("AG 7") issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA").

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Our Independence and Quality Management

We have complied with the independence and other ethical requirements of the “Code of Ethics for Professional Accountants” issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

Our firm applies Hong Kong Standard on Quality Management (HKSQM) 1 “Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements” issued by the HKICPA, which requires the firm to design, implement and operate a system of quality management including policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountants’ Responsibilities

Our responsibility is to express an opinion, as required by paragraph 7.31(7) of the GEM Rules, on the unaudited pro forma financial information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the unaudited pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 “Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus” issued by the HKICPA. This standard requires that the reporting accountants plan and perform procedures to obtain reasonable assurance about whether the Directors have compiled the unaudited pro forma financial information in accordance with paragraph 7.31 of the GEM Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the unaudited pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the unaudited pro forma financial information.

The purpose of unaudited pro forma financial information included in an investment circular is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 30 September 2024 would have been as presented.

— II-4 —

APPENDIX II

UNAUDITED PRO FORMA

FINANCIAL INFORMATION OF THE GROUP

A reasonable assurance engagement to report on whether the unaudited pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors in the compilation of the unaudited pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

the related pro forma adjustments give appropriate effect to those criteria; and
the unaudited pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountants' judgment, having regard to the reporting accountants' understanding of the nature of the Group, the event or transaction in respect of which the unaudited pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the unaudited pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

(a) the unaudited pro forma financial information has been properly compiled on the basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purposes of the unaudited pro forma financial information as disclosed pursuant to paragraph 7.31(1) of the GEM Rules.

CL Partners CPA Limited

Certified Public Accountants

Lee Wai Chi

Practising Certificate Number: P07830

Hong Kong, 28 March 2025

APPENDIX III

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This Prospectus, 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 Prospectus 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 Prospectus misleading.

In compliance with the Takeovers Code, the Directors jointly and severally accept full responsibility for the accuracy of information contained in this Prospectus and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this Prospectus have been arrived at after due and careful consideration and there are no other facts not contained in this Prospectus, the omission of which would make any statement in this Prospectus misleading.

2. SHARE CAPITAL

(a) Share Capital

The authorised and issued share capital of the Company (i) as at the Latest Practicable Date; (ii) immediately upon completion of the Rights Issue (assuming no other change in the number of issued Shares and full acceptance of Rights Shares by all Qualifying Shareholders):

(a) As at the Latest Practicable Date

Authorised:	HK$
400,000,000	100,000,000
Issued and fully paid:
42,817,360	10,704,340

(b) Immediately upon completion of the Rights Issue (assuming no further issue of new Share(s) and no repurchase of Share(s) on or before the completion of the Rights Issue)

Authorised:	HK$
400,000,000	100,000,000
Issued and fully paid:
171,269,440	42,817,360

— III-1 —

APPENDIX III

GENERAL INFORMATION

The Rights Shares, when allotted and issued, shall rank pari passu in all respects with the Shares then in issue. Holder of the Rights Shares in their fully-paid form will be entitled to receive all future dividends and distributions which are declared, made or paid on or after the date of allotment and issue of the fully-paid Rights Shares.

As at the Latest Practicable Date, save for the Share Options, the Company had no outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Shares, as the case may be. The Company has no intention to issue or grant any convertible securities, warrants and/or options on or before the Record Date.

The Rights Shares to be issued will be listed on the Stock Exchange. No part of the share capital or any other securities of the Company is listed or dealt in on any stock exchange other than the Stock Exchange and no application is being made or is currently proposed or sought for the Shares or the Rights Shares or any other securities of the Company to be listed or dealt in on any other stock exchange.

3. DISCLOSURE OF INTERESTS

As of the Latest Practicable Date and in accordance with the records of the Company maintained in accordance with the SFO and the Listing Rules, the interests and short positions of the Directors or chief executive of the Company in the Shares, underlying Shares and debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) which are required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO, including interests and short positions which the Directors and the chief executives of the Company are taken and deemed to have under such provisions of the SFO, or which are required to be and are recorded in the register required to be kept under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") or which are required to be disclosed under the Takeovers Code are as follows:

Long position in the Shares:

Name	Number of shares held, capacity and nature of interest
	Directly beneficially owned	Through controlled corporation	Total	Approximate percentage of the Company's issued share capital
Mr. Li Man Keung Edwin	2,049,600	4,549,200	6,598,800	15.41%
Mr. Yeung Chun Yue David	-	1,520,000	1,520,000	3.55%
Mr. Hui Ringo Wing Kun	-	900,000	900,000	2.10%

APPENDIX III

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, so far as is known to the Directors or chief executive of the Company, no person (other than a Director or chief executive of the Company) had, or was taken or deemed to have interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

Interest of substantial shareholders

As at the Latest Practicable Date, so far as was known to the Directors and chief executive of the Company, the following person, other than a Director or chief executive of the Company, had an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group:

Long position in the Shares:

	Number of shares held, capacity and nature of interest
Name	Directly beneficially owned	Through controlled corporation	Total	Approximate percentage of the Company's issued share capital
Mr. Gan Fanglun	7,416,000	–	7,416,000	17.32%

Save as disclosed above, as at the Latest Practicable Date, so far as is known to any Director or the chief executive of the Company, none of the Directors or the chief executives of the Company had any interests or short positions in the Shares, underlying Shares or debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) which are required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which the Directors and the chief executives of the Company are taken or deemed to have under such provisions of the SFO), were required to be and are recorded in the register required to be kept under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code, or were required to be disclosed under the Takeovers Code.

— III-3 —

APPENDIX III

GENERAL INFORMATION

4. DIRECTORS' INTERESTS IN CONTRACTS AND ASSET

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which had been since 30 September 2024 (being the date to which the latest published audited financial statements of the Group were made up) acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

5. DIRECTORS' SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with the Company or any of its subsidiaries or associated companies which (i) (including both continuous and fixed term contracts) had been entered into or amended within 6 months before the date of the First Announcement of the Company dated 23 September 2024; or (ii) was a continuous contract with a notice period of 12 months or more; or (iii) was a fixed term contract with more than 12 months to run irrespective of the notice period; or (iv) was not determinable by the employer within one year without payment of compensation (other than statutory compensation).

6. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or their respective associates had any interests in businesses which compete or are likely to compete, either directly or indirectly, with the businesses of the Group, other than those businesses where the Directors were appointed as directors to represent the interests of the Company and/or the Group.

7. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration or claims which would materially or adversely affect the operations of the Company and no litigation, arbitration or claim which would materially or adversely affect the operations of the Company was known to the Directors to be pending or threatened by or against any member of the Group.

8. EXPERTS AND CONSENTS

The following are the qualification of the experts who have given opinions or advice which are contained in this Prospectus:

Name	Qualifications
CL Partners CPA Limited	Certified Public Accountants

CL Partners CPA Limited has given and have not withdrawn their written consent to the issue of this Prospectus with the inclusion herein of their letter, report and/or references to their name in the form and context in which they respective appear.

As at the Latest Practicable Date, CL Partners CPA Limited did not have any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

— III-4 —

APPENDIX III

GENERAL INFORMATION

As at the Latest Practicable Date, CL Partners CPA Limited did not have any direct or indirect interests in any assets which have been, since 30 September 2024 (being the date to which the latest published audited consolidated accounts of the Group were made up), acquired or disposed of by or leased to, any member of the Group, or which are proposed to be acquired or disposed of by or leased to, any member of the Group.

9. MATERIAL CONTRACTS

The following material contracts (not being contracts in the ordinary course of business carried on or intended to be carried on by the Group) have been entered into by the Company or any of its subsidiaries from 23 September 2022 (being the date falling two years immediately preceding the date of the announcement in relation to the Rights Issue of the Company dated 23 September 2024) and up to the Latest Practicable Date:

(i) The subscription agreement dated 23 February 2024 entered into between the Company and Mr. Gan Fanglun, pursuant to which the Company has conditionally agreed to allot and issue an aggregate of 7,136,000 Shares at a consideration of HK$9,990,400 (representing HK$1.40 per Share);

(ii) The Underwriting Agreement;

(iii) The Placing Agreement; and

(iv) The CB Subscription Agreement.

10. EXPENSES

The expenses in connection with the Rights Issue, including financial advisory fees, printing, registration, translation, legal and accountancy charges are estimated to amount approximately HK$1.1 million, and are payable by the Company.

11. CORPORATE INFORMATION

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

Head office and principal place of business in Hong Kong
21/F., Low Block Grand Millennium Plaza,
181 Queen’s Road Central,
Hong Kong

Authorised representatives
Mr. Hui Ringo Wing Kun

Company secretary
Mr. Yeung Chun Yue David
21/F., Low Block Grand Millennium Plaza,
181 Queen’s Road Central,
Hong Kong

— III-5 —

APPENDIX III
GENERAL INFORMATION

| Financial adviser | VBG Capital Limited
21/F., The Grand Millennium Plaza,
181 Queen’s Road Central,
Hong Kong |
| --- | --- |
| Placing Agent | Redbridge Global Strategies Limited
3203-3204, 9 Queen’s Road Central
Central, Hong Kong |
| Auditor | Baker Tilly Hong Kong Limited
Level 8, K11 ATELIER King’s Road
728 King’s Road
Quarry Bay
Hong Kong |
| Principal share registrar | Conyers Trust Company (Cayman) Limited
Cricket Square Hutchins Drive
P.O. Box 2681
Grand Cayman
KY1-1111
Cayman Islands |
| Hong Kong branch share registrar | Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong |

12. DIRECTORS OF THE COMPANY

Name	Correspondence address
Executive Director
Mr. Li Man Keung Edwin
(Executive Chairman)	21/F., Low Block,
Grand Millennium Plaza 181
Queen’s Road Central
Hong Kong
Mr. Hui Ringo Wing Kun	21/F., Low Block,
Grand Millennium Plaza 181
Queen’s Road Central
Hong Kong
Mr. Yeung Chun Yue David
(Vice Chairman)	21/F., Low Block,
Grand Millennium Plaza 181
Queen’s Road Central
Hong Kong

— III-6 —

APPENDIX III
GENERAL INFORMATION

Mr. Michael Stockford
21/F., Low Block,
Grand Millennium Plaza 181
Queen’s Road Central
Hong Kong

Non-executive Director

Ms. Chan Hiu Shan
21/F., Low Block,
Grand Millennium Plaza 181
Queen’s Road Central
Hong Kong

Independent Non-executive Directors

Mr. William Robert Majcher
21/F., Low Block,
Grand Millennium Plaza 181
Queen’s Road Central
Hong Kong

Mr. Ho Lik Kwan Luke
21/F., Low Block,
Grand Millennium Plaza 181
Queen’s Road Central
Hong Kong

Mr. Lau Pak Kin Patric
21/F., Low Block,
Grand Millennium Plaza 181
Queen’s Road Central
Hong Kong

Audit committee

Mr. Ho Lik Kwan Luke (Chairman)
21/F., Low Block,
Grand Millennium Plaza 181
Queen’s Road Central
Hong Kong

Mr. William Robert Majcher
21/F., Low Block,
Grand Millennium Plaza 181
Queen’s Road Central
Hong Kong

Mr. Lau Pak Kin Patric
21/F., Low Block,
Grand Millennium Plaza 181
Queen’s Road Central
Hong Kong

— III-7 —

APPENDIX III
GENERAL INFORMATION

Nomination committee

Mr. William Robert Majcher
(Chairman)
21/F., Low Block,
Grand Millennium Plaza 181
Queen’s Road Central
Hong Kong

Mr. Ho Lik Kwan Luke
21/F., Low Block,
Grand Millennium Plaza 181
Queen’s Road Central
Hong Kong

Mr. Lau Pak Kin Patric
21/F., Low Block,
Grand Millennium Plaza 181
Queen’s Road Central
Hong Kong

Remuneration committee

Mr. Lau Pak Kin Patric (Chairman)
21/F., Low Block,
Grand Millennium Plaza 181
Queen’s Road Central
Hong Kong

Mr. Hui Ringo Wing Kun
21/F., Low Block,
Grand Millennium Plaza 181
Queen’s Road Central
Hong Kong

Mr. William Robert Majcher
21/F., Low Block,
Grand Millennium Plaza 181
Queen’s Road Central
Hong Kong

Mr. Ho Lik Kwan Luke
21/F., Low Block,
Grand Millennium Plaza 181
Queen’s Road Central
Hong Kong

— III-8 —

APPENDIX III

GENERAL INFORMATION

14. PARTICULARS OF THE DIRECTORS

Executive Directors

Mr. Li Man Keung Edwin ("Mr. Li"), aged 56, was appointed as an executive Director and executive chairman of the Board on 25 January 2022. He is primarily responsible for formulating corporate strategy, planning, business development and overseeing financials and risk management of the Group. Mr. Li obtained his diploma of Mechanical Engineering Technician – Drafting Design and diploma of Electro-Mechanical Engineering Technician from Humber College Institute of Technology and Advanced Learning in Canada in 1990 and 1991, respectively. Since 1991, he has been a director of Kwoon Kwen Metal Ware Company Limited, a company incorporated in Hong Kong, which is principally engaged in manufacturing of small metal parts, power tools and machinery parts. He has also been a director of Kwoon Kwen Ying Enterprises Limited since 1994, a company incorporated in Hong Kong, which is principally engaged in the business of property development. Mr. Li has been an executive director of Cornerstone Technologies Holdings Limited (a company listed on GEM of the Stock Exchange, stock code: 8391) since 24 August 2020. Mr. Li is currently a standing committee member of the 15th Guangzhou Panyu District Committee of the Chinese People's Political Consultative Conference.

Mr. Hui Ringo Wing Kun ("Mr. Hui"), aged 42, is an executive Director and chief executive officer of the Group. He has been a director of the Group since September 2013. He was appointed as a Director and was re-designated as an executive Director on 28 June 2016, appointed as the compliance officer of the Company on 29 June 2016 and chief executive officer of the Group on 25 January 2022. Mr. Hui is primarily responsible for overseeing the business corporate strategy, long term planning, all-round development and the daily operations of the Group and overseeing compliance and risk management. He is also responsible for business development of the Group, focusing on IPOs, M&A, capital markets and business consulting initiatives. Mr. Hui obtained a Bachelor of Science degree in management in July 2002 and a Master of Science degree in management in November 2003 from the London School of Economics and Political Science in the United Kingdom. Mr. Hui was a non-executive director of Jayden Resources Inc., a company listed on TSX Venture Exchange in Canada, from May 2009 to June 2016.

Mr. Yeung Chun Yue David ("Mr. Yeung"), aged 42, was appointed as an executive Director on 5 July 2021 and vice chairman of the Board on 25 January 2022. He is primarily responsible for formulating corporate strategy, planning, business development and overseeing financials and risk management of the Group. Mr. Yeung has over 18 years of experience in accounting and tax advisory. From September 2017 to July 2021, he had been the managing partner and director of D & Partners CPA Limited. From July 2004 to September 2017, he worked in Cheng & Cheng Limited, Certified Public Accountants with his last position as a director. He is currently a member of the 14th Committee Member of the Guangzhou City Panyu District Chinese People's Political Consultative Conference. Mr. Yeung graduated from the City University of Hong Kong with a bachelor of business administration in accountancy in November 2004. Mr. Yeung is currently a Certified Public Accountant (Practising) of the Hong Kong Institute of Certified Public Accountants and a Certified Tax Advisor of the Taxation Institute of Hong Kong.

— III-9 —

APPENDIX III

GENERAL INFORMATION

Mr. Michael Stockford (“Mr. Stockford”), aged 64, was appointed and effective as an executive Director of the Group on 1 October 2024. Mr. Stockford has over 40 years’ experience in the financial services industry and has extensive knowledge in senior management, operations, compliance and corporate governance issues and has a broad spectrum of expertise across numerous asset classes. He is the chief-executive officer and founder of Redbridge Capital Management Limited, a licensed corporation to carry out type 4 (advising on securities) and type 9 (asset management) regulated activities under the SFO. He is also a shareholder of Redbridge Global Strategies Limited, a corporation licensed to carry out type 1 (dealing in securities), type 4 (advising on securities) and type 9 (asset management) regulated activities under the SFO.

Mr. Stockford previously held positions of CEO, COO and CCO at NatWest Markets, Credit Agricole Asset Management and Degroof Asset Management (HK) Limited as well as setting up and owning several SFC licensed companies. He has also set up joint ventures in Saudi Arabia and South Korea with Quasi Government partners, and had formerly held the position as an executive director of a listed company on HKEX formerly known as Mastermind Capital Limited (stock code: 905). He graduated with a bachelor degree in accounting and finance in 1981 and is a full member of Hong Kong Securities Institute.

Non-executive Director

Ms. Chan Hiu Shan, aged 45, was appointed as a non-executive Director on 2 January 2025. She joined the Company in April 2024 and has over 20 years of working experience in the field of accounting, auditing and corporate finance advisory. She graduated from the University of Hong Kong with a Bachelor’s Degree in Finance. She is a fellow member of the Hong Kong Institute of Certified Public Accountants. She joined KPMG International Limited from August 2001 to January 2008 with her last position as Manager. She joined PricewaterhouseCoopers International Limited from July 2008 to January 2011 with her last position as Manager. She joined Platinum Securities Company Limited from April 2011 to February 2014 with her last position as Assistant Director. She joined GF Capital (Hong Kong) Limited from February 2014 to August 2015 with her last position as Associate Director. She joined CITIC International Assets Management Limited from August 2015 to January 2016 with her last position as Vice President. She joined Fortune Financial Capital Limited from March 2016 to January 2017 with her last position as Director. She joined China Everbright Capital Limited from January 2017 to February 2018 with her last position as Senior Vice President. She joined Cinda International Capital Limited from March 2018 to April 2024 with her last position as Executive Director.

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APPENDIX III

GENERAL INFORMATION

Independent non-executive Directors

Mr. William Robert Majcher ("Mr. Majcher"), aged 61, was appointed as an independent non-executive Director on 4 May 2017. He is also the chairman of the nomination committee, and a member of the audit and remuneration committees of the Company with effect from 26 May 2017. He is primarily responsible for providing independent advice to the Board in areas including conflict of interests, strategy, performance, resources and standard of conduct of the Company. From July 1985 to August 2007, Mr. Majcher served in the Royal Canadian Mounted Police (RCMP) and was involved in the detection and prosecution of some publicly reported money laundering cases in the United States of America and Canada as an undercover agent. Mr. Majcher lectures extensively to financial professionals on anti-money laundering and compliance matters. Mr. Majcher has been a guest lecturer of the Faculty of Law of the University of Hong Kong on money laundering and terrorist financing matters. Mr. Majcher obtained a degree of Bachelor of Commerce from St. Mary's University, Halifax, Nova Scotia, Canada in May 1984.

Mr. Ho Lik Kwan Luke ("Mr. Ho"), aged 45, was appointed as an independent non-executive Director on 1 December 2017. He is also the chairman of the audit committee of the Company with effect from 13 December 2017, and a member of the nomination and remuneration committees of the Company with effect from 1 December 2017. He is primarily responsible for providing independent advice to the Board in areas including conflict of interest, strategy, performance, resources and standard of conduct of the Company. Mr. Ho has over 20 years of experience in the finance industry focusing on corporate finance. During the period from December 2014 to February 2016, Mr. Ho was a director of Ping An Securities Limited. From February 2016 to February 2018 and from March 2018 to May 2019, Mr. Ho served as a director of Huabang Securities Limited and Huabang Corporate Finance Limited, respectively, both of which are subsidiaries of Huabang Technology Holdings Limited, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 3638). From September 2022 to July 2023, Mr. Ho was the chief financial officer and company secretary of Glory Sun Financial Group Limited (currently known as Renze Harvest International Limited), the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1282). He was also the executive director of the corporate finance division of Glory Sun Securities Limited, a subsidiary of Glory Sun Financial Group Limited, from May 2019 to October 2023. At present, Mr. Ho is also an independent non-executive director of Royal Group Holdings International Company Limited (stock code: 8300). Mr. Ho obtained a Bachelor degree in Accounting and Financial Management from the University of Sheffield in the United Kingdom in July 2000. He worked in Deloitte Touche Tohmatsu for more than 3 years. At present, he is a member of each of the Hong Kong Institute of Certified Public Accountants and the American Institute of Certified Public Accountants.

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APPENDIX III

GENERAL INFORMATION

Mr. Lau Pak Kin Patric (“Mr. Lau”), aged 43, was appointed as an independent non-executive Director on 1 January 2022. He is also the chairman of the remuneration committee of the Company, and a member of the audit and nomination committees of the Company with effect from 1 January 2022. He is primarily responsible for providing independent advice to the Board in areas including conflict of interest, strategy, performance, resources and standard of conduct of the Company. Mr. Lau has more than 15 years of experience in the banking industry focusing on loans and credit risk management. During the period from December 2000 to April 2010, Mr. Lau had worked in the loan departments of Bank of China (Hong Kong) Limited, Chong Hing Bank Limited and Dah Sing Bank, Limited. During the period from April 2010 to April 2018, Mr. Lau had worked in the credit risk management divisions of OCBC Wing Hang Bank Limited, China Development Bank Corporation, CMB Wing Lung Bank Limited and Shanghai Pudong Development Bank Co., Ltd. Mr. Lau is registered with the Securities and Futures Commission as a representative for Types 1, 2 and 4 regulated activities and as a responsible officer for Type 9 regulated activities for Funderstone Securities Limited, Funderstone Futures Limited and Funderstone Asset Management (HK) Limited, which are subsidiaries of G-Resources Group Limited (stock code: 1051), a company listed on the Main Board of the Stock Exchange. Mr. Lau is the deputy general manager of Funderstone Securities Limited. He is also the deputy general manager and director of Funderstone Asset Management (HK) Limited. Mr. Lau obtained a Master of Science degree in Finance from University College Dublin of National University of Ireland in 2015 and a Bachelor degree of Business Studies from University College Dublin of National University of Ireland in 2013. Mr. Lau achieved the Certified ESG Planner CEP® in International Chamber of Sustainable Development on 11 March 2022. On 2 March 2023, Mr. Lau was admitted by the Chartered Institute of Management Accountants as a Fellow Chartered Management Accountant and the Chartered Institute of Management Accountants as Chartered Global Management Accountant.

Company Secretary

Mr. Yeung Chun Yue David was appointed as the company secretary of the Company on 1 April 2022. Please refer to the sub-section headed “PARTICULARS OF THE DIRECTORS” above for Mr. Yeung’s qualification and experience.

15. AUDIT COMMITTEE

As at the Latest Practicable Date, the audit committee of the Board (the “Audit Committee”) comprised all of the independent non-executive Directors, namely Mr. Ho (the chairman of the Audit Committee), Mr. Majcher and Mr. Lau. The background, directorship and past directorship (if any) of each of the members of the Audit Committee are set out in the section headed “PARTICULARS OF THE DIRECTORS” in this appendix. The primary duties of the Audit Committee include, among other things, reviewing and supervising the financial reporting process and internal control systems, as well as the overall risk management of the Group, reviewing the consolidated financial statements and the interim and annual reports of the Group, reviewing the terms of engagement and scope of audit work of the external auditor, and performing the corporate governance function.

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APPENDIX III

GENERAL INFORMATION

16. DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG

A copy of each of the Prospectus Documents and the written consent as referred to in the paragraph headed “Experts and consents” in this appendix, have been registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the laws of Hong Kong).

17. DOCUMENTS ON DISPLAY

Copies of the following documents will be available on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.hatcher-group.com) for 14 days from the date of this Prospectus.

(a) the Memorandum of Association and the Articles of Association of the Company;

(b) the annual reports of the Company for each of the three financial years ended 30 September 2022, 2023 and 2024;

(d) the letter issued by the reporting accountants regarding the unaudited pro forma financial information of the Group, the text of which is set out in Appendix II to this Prospectus;

(e) the material contracts referred to in the paragraph headed “Material contracts” in this appendix;

(f) the written consents from the Experts referred to in the paragraph headed “Experts and Consents” of this appendix;

(g) the Circular; and

(h) this Prospectus.

18. MISCELLANEOUS

(i) As at the Latest Practicable Date, there was no restriction affecting the remittance of profits from Hong Kong or repatriation of capital of the Company into Hong Kong.

(ii) The English text of this prospectus shall prevail over Chinese text in case of any inconsistency.

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AI assistant

Hatcher Group Limited — Share Issue/Capital Change 2025

51408_rns_2025-03-28_4938f5cf-9e27-429a-a22d-40e26c691684.pdf

HATCHER GROUP LIMITED

亦辰集團有限公司*

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

EFFECT OF BAD WEATHER AND/OR EXTREME CONDITIONS ON THE LATEST TIME FOR ACCEPTANCE OF AND PAYMENT FOR THE RIGHTS SHARES AND FOR APPLICATION AND PAYMENT FOR RIGHTS SHARES

HATCHER GROUP LIMITED

亦辰集團有限公司*

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

INTRODUCTION

RIGHTS ISSUE

Issue statistics

Undertaking

Qualifying Shareholders

Basis of provisional allotments

Rights of Overseas Shareholders

Arrangements for the NQS Rights Shares

The Rights Subscription Price

Procedures for acceptance of and payment and/or transfer of the Right Shares

Status of the Rights Shares

Stamp duty and other applicable fees

Certificates of the Rights Shares and refund cheques for the Rights Issue

Fractional entitlement to the Rights Shares

Odd lots matching services

Taxation

Application for listing

Rights Shares will be eligible for admission into CCASS

Procedures in respect of the Unsubscribed Rights Shares and the Compensatory Arrangements

No irrevocable undertaking

Conditions of the Rights Issue

THE UNDERWRITING AGREEMENT

The Underwriting Agreement

Conditions of the Rights Issue and the Underwriting Agreement

No irrevocable undertaking

Termination of the Underwriting Agreement

INFORMATION ON THE UNDERWRITER

Restriction on dealings

THE COMPENSATORY ARRANGEMENTS

Placing Agreement

Conditions of the Placing Agreement

INFORMATION ON MR. MICHAEL STOCKFORD AND RELATIONSHIP WITH THE PLACING AGENT AND CB SUBSCRIBER

TAKEOVERS CODE RULE 26.4

REASONS FOR AND BENEFITS OF THE RIGHTS ISSUE AND USE OF PROCEEDS

Fund-raising alternatives

THE WHITEWASH WAIVER

EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

ADDITIONAL INFORMATION

A. FINANCIAL INFORMATION OF THE GROUP

B. STATEMENT OF INDEBTEDNESS

C. WORKING CAPITAL STATEMENT

D. MATERIAL CHANGE

E. BUSINESS REVIEW AND FINANCIAL PROSPECTS

A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS OF THE GROUP

B. INDEPENDENT REPORTING ACCOUNTANTS' ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

Directors' Responsibilities for the Unaudited Pro Forma Financial Information

Our Independence and Quality Management

Reporting Accountants’ Responsibilities

Opinion

CL Partners CPA Limited

1. RESPONSIBILITY STATEMENT

2. SHARE CAPITAL

(a) Share Capital

(a) As at the Latest Practicable Date

(b) Immediately upon completion of the Rights Issue (assuming no further issue of new Share(s) and no repurchase of Share(s) on or before the completion of the Rights Issue)

3. DISCLOSURE OF INTERESTS

Interest of substantial shareholders

4. DIRECTORS' INTERESTS IN CONTRACTS AND ASSET

5. DIRECTORS' SERVICE CONTRACTS

6. COMPETING INTERESTS

7. LITIGATION

8. EXPERTS AND CONSENTS

9. MATERIAL CONTRACTS

10. EXPENSES

11. CORPORATE INFORMATION

12. DIRECTORS OF THE COMPANY

14. PARTICULARS OF THE DIRECTORS

Executive Directors

Non-executive Director

Independent non-executive Directors

Hatcher Group Limited Share Issue/Capital Change 2025