Hatcher Group Limited — Share Issue/Capital Change 2025

Jan 3, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

HATCHER GROUP LIMITED

亦辰集團有限公司

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

REVISED EXPECTED TIMETABLE IN RELATION TO

(1) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL;
(2) PROPOSED CHANGE IN BOARD LOT SIZE;
(3) PROPOSED RIGHTS ISSUE ON THE BASIS OF THREE (3) RIGHTS SHARES FOR EVERY ONE (1) SHARE HELD ON THE RECORD DATE;
(4) CONNECTED TRANSACTION IN RELATION TO THE UNDERWRITING AGREEMENT;
(5) APPLICATION FOR WHITEWASH WAIVER;
(6) PROPOSED SUBSCRIPTION OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE; AND
(7) PROPOSED CAPITAL REDUCTION

Reference is made to the announcements of the Company dated 23 September 2024, the holding announcement of the Company dated 27 September 2024, the supplemental announcement of the Company dated 14 October 2024, the further supplemental and clarification announcement of the Company dated 5 November 2024, the further delay in despatch of circular announcement of the Company dated 11 November 2024, the revised expected timetable announcement of the Company dated 15 November 2024, the further delay in despatch of circular announcement of the Company dated 29 November 2024, the revised expected timetable announcement of the Company dated 9 December 2024 and the further delay in despatch of circular announcement dated 20 December 2024 (the "Previous Announcements"). Unless the context requires otherwise terms defined in the Previous Announcements, are used in this announcement with those defined meanings.

REVISED EXPECTED TIMETABLE FOR THE RIGHTS ISSUE

Set out below is the revised timetable for the Rights Issue. This is indicative only.

Event	Date and Time
Despatch of the Circular together with notice of EGM and proxy form for EGM	Friday, 10 January 2025
Latest time for lodging transfer documents of the Shares to qualify for attendance and voting at the EGM	4:30 p.m. on Tuesday, 21 January 2025

— 1 —

---

Event

Date and Time

Closure of register of members of the Company for determining the identity of the Shareholders entitled to attend and vote at the EGM
Wednesday, 22 January 2025 to Tuesday, 28 January 2025 (both dates inclusive)

Latest time for lodging proxy forms for the EGM
11:00 a.m. on Sunday, 26 January 2025

Record date for attendance and voting at the EGM
Tuesday, 28 January 2025

Date and time of the EGM to approve the proposed Rights Issue
11:00 a.m. on Tuesday, 28 January 2025

Announcement of the poll results of the EGM
Tuesday, 28 January 2025

Register of members of the Company re-opens
Monday, 3 February 2025

The following conditional on the implementation of the Change in Board Lot Size and the Rights Issue and therefore the dates are tentative only:

Last day of dealings in the Shares on a cum-rights basis relating to the Rights Issue
Tuesday, 4 February 2025

Effective date of the Change in Board Lot Size, from 5,000 Shares each to 10,000 Shares each
Wednesday, 5 February 2025

Designated broker starts to stand in the market to provide matching services for odd lots of Shares
9:00 a.m. on Wednesday, 5 February 2025

First day of dealings in the Shares on an ex-rights basis relating to the Rights Issue
Wednesday, 5 February 2025

Latest time for the Shareholders to lodge transfer documents of the Shares in order to be qualified for the Rights Issue
4:30 p.m. on Thursday, 6 February 2025

Closure of register of members to determine the entitlements to the Rights Issue (both dates inclusive)
Friday, 7 February 2025 to Thursday, 13 February 2025

Record date for the Rights Issue
Thursday, 13 February 2025

Register of members of the Company re-opens
Friday, 14 February 2025

— 2 —

---

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, 14 February 2025
First day of dealings in nil-paid Rights Shares	Tuesday, 18 February 2025
Latest time for splitting the PAL	4:30 p.m. on Thursday, 20 February 2025
Last day of dealings in nil-paid Rights Shares	Tuesday, 25 February 2025
Designated broker ceases to provide matching services for odd lots of Shares	4:00 p.m. on Tuesday, 25 February 2025
Latest time for acceptance of and payment for the Rights Shares	4:00 p.m. on Friday, 28 February 2025
Announcement of the number of Unsubscribed Rights Shares subject to the Compensatory Arrangements	Wednesday, 5 March 2025
Commencement of placing of Unsubscribed Rights Shares by the Placing Agent	Thursday, 6 March 2025
Latest time for placing of the Unsubscribed Rights Shares by the Placing Agent	Monday, 10 March 2025
Latest time for terminating the Underwriting Agreement and for the Rights Issue to become unconditional	4:00 p.m. on Monday, 10 March 2025
Announcement of results of the Rights Issue published on the respective websites of the Stock Exchange and the Company	Wednesday, 12 March 2025
Despatch of share certificates for fully-paid Rights Shares and completion of placing or subscription of any Unsubscribed Rights Share	Thursday, 13 March 2025
Despatch of refund cheques, if any, if the Rights Issue is terminated	Thursday, 13 March 2025

— 3 —

---

Event

Date and Time

Commencement of dealings in fully-paid Rights Shares
9:00 a.m. on Friday, 14 March 2025

Payment of Net Gain to relevant No Action Shareholders (if any) or Non-Qualifying Shareholders (if any)
Wednesday, 19 March 2025

The following events are conditional on the fulfilment of the conditions for the implementation of the Capital Reduction and Sub-division and therefore the dates are tentative

Expected effective date of the Capital Reduction and the Sub-division
Before 9:00 a.m. on Friday, 21 March 2025

Commencement of dealing in the New Ordinary Shares
9:00 a.m. on Friday, 21 March 2025

First day of free exchange of existing share certificates for new certificates for the New Ordinary Shares
Friday, 21 March 2025

Last day of free exchange of existing share certificates for new certificates for the New Ordinary Shares
Tuesday, 22 April 2025

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 announcement 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.

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

Hong Kong, 3 January 2025

— 4 —

---

As at the date of this announcement, the Directors are:

Executive Directors:

Mr. Li Man Keung Edwin (Executive Chairman)
Mr. Hui Ringo Wing Kun
Mr. Yeung Chun Yue David (Vice Chairman)
Mr. Michael Stockford

Non-executive Director:

Ms. Chan Hiu Shan

Independent Non-executive Directors:

Mr. William Robert Majcher
Mr. Ho Lik Kwan Luke
Mr. Lau Pak Kin Patric

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the "Latest Listed Company Information" page of the Stock Exchange's website at www.hkexnews.hk for at least 7 days from the date of its publication and will be published on the Company's website at www.hatcher-group.com.

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

• for identification purposes only

— 5 —