Hatcher Group Limited — Proxy Solicitation & Information Statement 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, 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 circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

HATCHER GROUP LIMITED 亦辰集團有限公司[*]

(formerly known as VBG International Holdings Limited 建泉國際控股有限公司 *)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8365)

MAJOR TRANSACTION IN RELATION TO THE DISPOSAL OF 85% EQUITY INTEREST IN A SUBSIDIARY

Capitalised terms used in this cover page have the same meaning as those defined in this circular.

A letter from the Board is set out on pages 4 to 12 of this circular.

A notice convening the extraordinary general meeting (the “ EGM ”) of the Company to be held at 18/F., Prosperity Tower, 39 Queen’s Road Central, Hong Kong on Friday, 4 March 2022 at 10:30 a.m. is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use by the Shareholders at the EGM is also enclosed with this circular. Whether or not you are able or intend to attend the EGM in person, you are requested to complete and deposit the enclosed form of proxy in accordance with the instructions printed thereon and deposit the same to the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so wish.

PRECAUTIONARY MEASURES FOR THE EGM

In view of the ongoing COVID-19 pandemic, the Company will implement the following preventive measures at the EGM to protect attending Shareholders, staff and other stakeholders from the risk of infection including, without limitation:

(i) Compulsory body temperature checks and health declarations;

(ii) Compulsory use of surgical face masks; and

(iii) Maintaining appropriate distancing and spacing between seats.

Any person attending the EGM has a body temperature of over 37.5 degrees Celsius or does not comply with the above precautionary measures may be denied entry into the EGM venue or be required to leave the EGM venue.

This circular together with a form of proxy will remain on the GEM website at www.hkgem.com on the “Latest Listed Company Information” page for at least 7 days from the date of its publication and on the Company’s website at www.vbg-group.com.

• For identification purposes only

10 February 2022

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

— ii —

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• “associates”

has the meaning ascribed to it under the GEM Listing Rules

• “Board”

the board of the Directors

• “Business Day(s)” a day (other than any Saturday or Sunday) on which banks in Hong Kong are open to general public for business

• “Company”

• Hatcher Group Limited（亦辰集團有限公司 ）(formerly known as VBG International Holdings Limited 建泉國際控股有限公司 ), a company incorporated under the laws of the Cayman Islands and the Shares of which are listed on GEM of the Stock Exchange (stock code: 8365)

• “Completion” completion of the Disposal in accordance with the terms and conditions of the Disposal Agreement

• “Completion Date” a date falling within seven (7) Business Days after all the conditions precedent have been fulfilled or waived, where applicable (or such later date as the parties to the Disposal Agreement may agree in writing but in any event not later than the Long Stop Date)

• “Consideration” the consideration of HK$14,000,000 for the Sale Shares payable by the Purchaser to the Company under the Disposal Agreement

• “Convertible Note”

• the 5% coupon convertible note issued by the Company pursuant to the terms of the agreement dated 11 June 2021 entered into by the Company as purchaser, LUCK ACHIEVE DEVELOPMENTS LIMITED as vendor, and Li Man Keung Edwin as guarantor, in relation to the acquisition of the entire issued shares of APEC GROUP INTERNATIONAL LIMITED at a consideration of HK$40,000,000

• “COVID-19”

• Coronavirus disease 2019, an infectious disease caused by a newly discovered coronavirus

• “Director(s)”

• director(s) of the Company

• “Disposal”

• the disposal of the Sale Shares by the Company to the Purchaser pursuant to the terms and conditions of the Disposal Agreement

— 1 —

DEFINITIONS

• “Disposal Agreement” the agreement in Chinese known as “ 有關買賣富滙證券有限公司 Wealth Link Securities Limited 85% 已發行股份的協議 ” dated 13 September 2021 entered into between the Company and the Purchaser in respect of the Disposal

• “EGM” the extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving, among other things, the Disposal Agreement and the transactions contemplated thereunder

• “GEM” GEM operated by the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Independent Third Party(ies)” third party(ies) independent of the Company and its connected persons (as defined in the GEM Listing Rules)

• “IPO” initial public offering

• “Latest Practicable Date” 4 February 2022, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained therein

• “Licences” the licences (either unconditionally or subject only to condition(s)) of Wealth Link Securities granted by the SFC to carry on a business of Type 1 (dealing in securities) regulated activity and Type 4 (advising on securities) regulated activity under the SFO

• “Long Stop Date” 31 December 2022

• “PRC”

• the People’s Republic of China

• “Purchaser” JUMBO HARVEST GROUP LIMITED, a company incorporated under the laws of the British Virgin Islands

• “Responsible Officer” has the meaning ascribed to it under the SFO

• “Sale Shares” 14,450,000 shares representing 85% of all the issued shares in the share capital of Wealth Link Securities as at the Completion Date

— 2 —

DEFINITIONS

“Seller” the Company “SFC” the Securities and Futures Commission of Hong Kong “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) with a nominal value of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Trendzon Holdings” Trendzon Holdings Group Limited 卓航控股集團有限公司 (formerly known as Pipeline Engineering Holdings Limited 管道 工程控股有限公司 ), a company incorporated under the laws of the Cayman Islands and the shares of which are listed on the Stock Exchange (stock code: 1865)

“Wealth Link Securities” Wealth Link Securities Limited 富滙證券有限公司 , a company incorporated under the laws of Hong Kong with limited liability and the entire issued share capital of which is wholly and beneficially owned by the Company

“%”

per cent

— 3 —

LETTER FROM THE BOARD

HATCHER GROUP LIMITED 亦辰集團有限公司[*]

(formerly known as VBG International Holdings Limited 建泉國際控股有限公司 *)

(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)

Independent non-executive Directors:

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

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: 18/F., Prosperity Tower 39 Queen’s Road Central Hong Kong

10 February 2022

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION IN RELATION TO THE DISPOSAL OF 85% EQUITY INTEREST IN A SUBSIDIARY

INTRODUCTION

References are made to the announcements of the Company dated 13 September 2021, 6 October 2021, 15 November 2021, 15 December 2021 and 31 January 2022 in relation to, among other things, the Disposal.

The purpose of this circular is to provide you with, among other things, (i) further details of the Disposal Agreement and the transactions contemplated thereunder; (ii) other information as required under the GEM Listing Rules; and (iii) a notice of the EGM.

• For identification purpose only

— 4 —

LETTER FROM THE BOARD

THE DISPOSAL AGREEMENT

Set out below is a summary of the material terms of the Disposal Agreement:

Date: 13 September 2021 (after trading hours) Parties: (i) the Seller: the Company; and (ii) the Purchaser: JUMBO HARVEST GROUP LIMITED

The Purchaser is an investment holding company and wholly owned by Trendzon Holdings as at the Latest Practicable Date.

Wealth Link Securities is principally engaged in Type 1 (dealing in securities) regulated activity and Type 4 (advising on securities) regulated activity under the SFO.

As at the Latest Practicable Date, to the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries, the Purchaser and its ultimate beneficial owners are Independent Third Parties.

Assets to be disposed of

Pursuant to the Disposal Agreement, the Company has conditionally agreed to dispose of, and the Purchaser has conditionally agreed to acquire, the Sale Shares representing 85% of the entire issued share capital of Wealth Link Securities, a wholly-owned subsidiary of the Company as at the Latest Practicable Date, at a consideration of HK$14,000,000 to be paid and settled in cash.

Consideration

The Consideration shall be paid and settled in the following manner:

• (1) a refundable deposit (the “ Deposit ”) in the amount of HK$5,000,000 shall be paid by the Purchaser to the Company in cash in the following manner:

• HK$2,000,000 of the Deposit be paid at the time of signing the Disposal Agreement;

• HK$1,000,000 of the Deposit be paid on 4 October 2021;

• HK$1,000,000 of the Deposit be paid on 1 November 2021; and

• HK$1,000,000 of the Deposit be paid on 1 December 2021.

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LETTER FROM THE BOARD

• (2) HK$7,000,000 of the Consideration shall be deposited by the Purchaser into the account of an escrow agent (the “ Escrow Agent ”) as agreed by the Company and the Purchaser pursuant and that the Purchaser shall instruct the Escrow Agent to pay to the Company in cash in the following manner:

• HK$1,000,000 of the Consideration be paid on 3 January 2022;

• HK$1,000,000 of the Consideration be paid on 4 February 2022;

• HK$1,000,000 of the Consideration be paid on 1 March 2022;

• HK$1,000,000 of the Consideration be paid on 1 April 2022;

• HK$1,000,000 of the Consideration be paid on 3 May 2022;

• HK$1,000,000 of the Consideration be paid on 1 June 2022; and

• HK$1,000,000 of the Consideration be paid on 4 July 2022.

• (3) the balance of the Consideration, being HK$2,000,000, shall be paid by the Purchaser to the Company in cash on Completion.

As at the Latest Practicable Date, the Purchaser has paid an aggregate of HK$1,500,000 of the Deposit to the Company. Whilst the Company has indicated to the Purchaser that they are behind on the payment of Consideration, the Company is given to understand from the Purchaser that the Purchaser will make their best endeavour to catch up and pay the Consideration in accordance with the schedule set out above. If, at the time of Completion, the Purchaser is unable or fails to pay the Consideration in full under the Disposal Agreement, the Company will not proceed to Completion and will take all such actions as be necessary or appropriate in the circumstances.

The Consideration was determined after arm’s length negotiations between the Company and the Purchaser with reference to, among other things, the net asset value of Wealth Link Securities and the factors set out in the section headed “ REASONS FOR AND BENEFITS OF THE DISPOSAL ”.

The Directors (including the independent non-executive Directors) considered that the terms of the Disposal Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Conditions precedent

Completion is subject to the following conditions being satisfied (or waived, if applicable):

• (1) prior approval from the SFC on: (i) the Purchaser becoming a shareholder of Wealth Link Securities as a result of any or all the transactions contemplated in and under the Disposal Agreement; (ii) if necessary, the proposed changes to the business plan filed with the SFC in

— 6 —

LETTER FROM THE BOARD

connection with the SFC’s granting of the Licenses as a result of the execution of the Disposal Agreement; and (iii) if necessary, the appointment of such person(s) nominated by the Purchaser as Responsible Officer(s) of Wealth Link Securities, other than the existing Responsible Officer as at the date hereof, as a result of the execution of the Disposal Agreement;

• (2) the SFC having not suspended or withdrawn or revoked any of the Licences;

• (3) no investigation, inquiry or disciplinary action by any authority being initiated against Wealth Link Securities or its officers or accredited representatives;

• (4) the Purchaser is satisfied with the due diligence review on Wealth Link Securities;

• (5) if necessary, the ordinary resolution(s) for approving the Disposal Agreement and the transactions contemplated thereunder having been duly passed by the shareholders of the Company and the Purchaser;

• (6) no indication from the Stock Exchange having been received to the effect that the listing of shares of the Company or the Purchaser will or may be withdrawn or objected to for any reason attributable to the transactions contemplated under the Disposal Agreement or the Completion; and

• (7) there having been no material breach of any of the representations, warranties and undertakings given by the Company under the Disposal Agreement.

The Purchaser may waive any of the above conditions in (4) and (7) by giving notice in writing to the Company.

The Company and the Purchaser shall use (to the extent they are able) their respective best endeavours to procure the fulfilment of the above conditions on or before 30 September 2022 or such other date as the parties to the Disposal Agreement may agree in writing but in any event not later than the Long Stop Date. If any of the conditions precedent referred to above shall not have been fulfilled (or waived, where applicable) in all respects prior to the Long Stop Date, the Disposal Agreement shall be terminated automatically, and the Company shall refund the Deposit and all of the sums of Consideration paid by the Purchaser under the Disposal Agreement, if any, within fourteen (14) Business Days of the date of termination in full without interest to the Purchaser. As at the Latest Practicable Date, none of the above conditions has been fulfilled.

Completion of the Disposal

The completion of the Disposal shall take place within seven (7) Business Days after all the conditions precedent as specified in the Disposal Agreement have been fulfilled (or waived, where applicable) or such later date as the parties to the Disposal Agreement may agree in writing but in any event not later than the Long Stop Date.

— 7 —

LETTER FROM THE BOARD

Upon Completion, the Company will hold a 15% equity interest in Wealth Link Securities, Wealth Link Securities will cease to be a subsidiary of the Company and that the financial result, assets and liabilities of Wealth Link Securities will no longer be consolidated into the accounts of the Group. The Company will not dispose or sell the remaining shares of Wealth Link Securities upon Completion or thereafter. The remaining shares of Wealth Link Securities will be treated as an investment and stated at fair value in the books of the Company upon Completion.

Upon Completion, the Company will not cease or terminate any of its principal businesses, including the provision of (i) corporate finance advisory services, (ii) placing and underwriting services, (iii) business consultancy services, (iv) asset management services, and (v) securities brokerage and margin financing.

INFORMATION ON THE PARTIES

The Company is incorporated in Cayman Islands and is an investment holding company. The Group is principally engaged in the provision of (i) corporate finance advisory services, (ii) placing and underwriting services, (iii) business consultancy services, (iv) asset management services, (v) securities brokerage and margin financing, (vi) ESG advisory services, (vii) corporate secretarial services, (viii) accounting and taxation services, (ix) risk management and internal control advisory services, (x) human resources services and (xi) I.T. solution services in Hong Kong.

The Purchaser is incorporated in the British Virgin Islands and is an investment holding company. Trendzon Holdings and its subsidiaries are principally engaged in (i) infrastructural pipeline construction and related engineering services mainly for gas, water, telecommunications and power industries services; and (ii) trading of building materials.

INFORMATION ON WEALTH LINK SECURITIES

Wealth Link Securities is incorporated in Hong Kong with limited liability. Wealth Link Securities is principally engaged in Type 1 (dealing in securities) regulated activity and Type 4 (advising on securities) regulated activity under the SFO.

The following charts show the shareholding structure of Wealth Link Securities as at the Latest Practicable Date and immediately upon Completion:

Shareholding structure of Wealth Link Securities as at the Latest Practicable Date

==> picture [143 x 123] intentionally omitted <==

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The Company
100%
Wealth Link Securities
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LETTER FROM THE BOARD

Shareholding structure of Wealth Link Securities immediately upon Completion

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----- Start of picture text -----

The Company Purchaser
15% 85%
Wealth Link Securities
----- End of picture text -----

Financial information on Wealth Link Securities

Set out below is the key financial information of Wealth Link Securities for the years ended 30 September 2020 and 2021:

The loss before and after taxation of Wealth Link Securities for the year ended 30 September 2021 were approximately HK$541,000 and HK$541,000, respectively. The total assets and the net asset value of Wealth Link Securities as at 30 September 2021 were approximately HK$28.7 million and HK$13.5 million, respectively.

— 9 —

LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF THE DISPOSAL

The Company acquired Wealth Link Securities in 2019 with the anticipation that Wealth Link Securities would enable the Group to further expand or develop its placing and underwriting business for its IPO clients and their subsequent placements. However, since the completion of the acquisition of Wealth Link Securities, against the backdrop of a weak IPO market for small cap IPO companies, which is the sector that the Company focuses on, the placing and underwriting engagements for small cap IPO companies as originally envisaged at the time of the acquisition of Wealth Link Securities have not materialised. The Directors considered that in view of the regulatory requirements for Type 1 (dealing in securities) regulated activity under the SFO are becoming increasingly challenging, and having considered the number of the successful IPO listings^ of small cap companies on GEM of the Stock Exchange are on a downward trend during the past three years, as it had dropped from 75 in 2018 to 15 in 2019, and further declined to eight (8) in 2020, and that there was only one (1) IPO listing^ on GEM of the Stock Exchange in 2021, the Disposal will enable the Group to streamline its operation associated with Wealth Link Securities with the view to reducing the Group’s operational costs and improve the efficient use of its capital and cash-flow resources. As the Group still retains a 15% equity interest in Wealth Link Securities going forward, the Group will be able to enjoy the upside should the market turns around in the years ahead.

FINANCIAL EFFECT OF THE DISPOSAL AND INTENDED USE OF PROCEEDS

It is expected that upon Completion, the Group will record an unaudited loss from the Disposal of approximately HK$1.1 million. Such loss is estimated based on the Consideration, the carrying amount of the cost of investment of the Company in Wealth Link Securities and the estimated related transaction expenses payable by the Group in connection with the Disposal. The actual gain or loss as a result of the Disposal to be recorded by the Group is subject to any changes to the aforementioned carrying amount on the Completion Date and the review by the auditors of the Company upon finalisation of the consolidated financial statements of the Group.

Upon Completion, the Company will hold a 15% equity interest in Wealth Link Securities, Wealth Link Securities will cease to be a subsidiary of the Company and that the financial result, assets and liabilities of Wealth Link Securities will no longer be consolidated into the accounts of the Group. The Company will not dispose or sell the remaining shares of Wealth Link Securities upon Completion or thereafter. The remaining shares of Wealth Link Securities will be treated as an investment and stated at fair value in the books of the Company upon Completion.

The Consideration represents an excess of approximately HK$2.5 million over the net book value of 85% equity interest in Wealth Link Securities as at 30 September 2021. Net proceeds from the Disposal, after deduction of related expenses, are estimated to be approximately HK$13.8 million. The Company intends to use the net proceeds from the Disposal for the Group’s working capital purpose.

— 10 —

LETTER FROM THE BOARD

GEM LISTING RULES IMPLICATIONS

As one or more of the relevant percentage ratios calculated in accordance with the GEM Listing Rules in respect of the Disposal exceed 25% but are less than 75%, the Disposal constitutes a major transaction for the Company and is subject to the notification, announcement, circular and shareholders’ approval requirements under Chapter 19 of the GEM Listing Rules.

An EGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Disposal Agreement and the transactions contemplated thereunder.

EGM

A notice to convene the EGM to be held at 18/F., Prosperity Tower, 39 Queen’s Road Central, Hong Kong on Friday, 4 March 2022 at 10:30 a.m. is set out on pages EGM-1 to EGM-2 of this circular. Ordinary resolutions will be proposed to the Shareholders to consider and, if thought fit, to approve, among other matters, the Disposal Agreement and the transactions contemplated thereunder.

The voting in respect of the Disposal Agreement and the transactions contemplated thereunder at the EGM will be conducted by way of poll. To the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries, as at the Latest Practicable Date, none of the Shareholders has any material interest in the Disposal, and therefore no Shareholder is required to abstain from voting on the proposed resolution approving the Disposal Agreement and the transactions contemplated thereunder at the EGM.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement of the Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, 1 March 2022 to Friday, 4 March 2022, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the EGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 28 February 2022.

RECOMMENDATION

The Directors consider that the terms of the Disposal Agreement and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution in relation to the Disposal Agreement and the transactions contemplated thereunder as set out in the notice of the EGM.

ADDITIONAL INFORMATION

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

^ Source: GEM website at www.hkgem.com

Yours faithfully,

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

— 12 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. INDEBTEDNESS STATEMENT

At the close of business on 31 December 2021, being the latest practicable date for the purpose of this indebtedness statement prior to printing of this circular, the Group had borrowings of approximately HK$59.6 million and lease liabilities of approximately HK$15.5 million. Details are as follows:

Borrowings

At the close of business on 31 December 2021, being the latest practicable date for the purpose of preparing this indebtedness statement, the Group had (i) a convertible debt, represented by the Convertible Note, in an aggregate principal amount of HK$30,000,000 which is unsecured and repayable on 1 November 2023; (ii) an unsecured, interest-free government loan of CAD60,000 (equivalent to approximately HK$360,000) under the Government-sponsored Canada Emergency Business Account due to COVID-19 pandemic which is repayable on 31 December 2022; (iii) an unsecured, interest-free loan from a director with outstanding principal amount of HK$2,000,000 which is repayable on demand; and (iv) secured bank borrowings of approximately HK$27,241,000.

Pledge of assets

At the close of business on 31 December 2021, being the latest practicable date for the purpose of this statement of indebtedness and contingent liabilities, the Group’s banking facilities are secured and guaranteed by (i) Hong Kong Special Administrative Region Government guarantee under SME Loan Guarantee Scheme; (ii) unlimited personal guarantee given by a director of a subsidiary of the Company; and (iii) the Group’s financial assets at fair value through profit or loss amounted to approximately HK$1,349,000.

Lease liabilities

As at 31 December 2021, the Group had outstanding lease liabilities (including both current and non-current portions) of approximately HK$15,541,000.

As at 31 December 2021, the weighted average incremental borrowing rates for lease liabilities of the Group ranged from 2.5% to 12% per annum.

— I-1 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Contingent liabilities

As at 31 December 2021, the Group had neither any guarantee nor any other contingent liabilities in existence.

Disclaimer

Save as aforesaid and apart from intra-group liabilities and normal trade payables in the ordinary course of business, at the close of business on 31 December 2021, the Group did not have any other loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances (other than normal trade bills) or acceptance credits, debentures, mortgages, charges, hire purchase commitments, guarantees or other material contingent liabilities.

2. WORKING CAPITAL

The Directors, after due and careful considerations, are of the opinion that, after taking into account the financial resources presently available to the Group including the internally generated funds, the currently available banking facilities and the effects of the Disposal, and in the absence of unforeseen circumstances, the Group has sufficient working capital for its present requirements for at least the next twelve months from the date of this circular.

3. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors are not aware of any material adverse change in the financial or trading position of the Group since 30 September 2021, being the date to which the latest published audited financial statements of the Group were made up.

— I-2 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

4. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The Group is principally engaged in the provision of corporate finance advisory services, placing and underwriting services, business consultancy services, asset management services, securities brokerage and margin financing. The impact of COVID-19 pandemic has created unprecedented challenges for all businesses in 2020 and 2021. The quarantine rules have restricted international travel and for investors to operate accounts for the Hong Kong market. The increased scrutiny on the IPO for small cap companies by the Stock Exchange and the SFC has greatly reduced the number of IPO, which is the prime market for Wealth Link Securities. These factors significantly have impacted the IPO market for small cap IPO companies, which is the sector that the Company focuses on, and is evident from the downward trend in the number of successful IPO listings of small cap companies on GEM of the Stock Exchange from 75 in 2018 to 15, eight (8) and one (1) in 2019, 2020 and 2021 respectively.

The Directors believe that the Disposal will enable the Group to streamline its operation associated with Wealth Link Securities with the view to reducing the Group’s operational costs and improve the efficient use of its capital and cash-flow resources. As the Group still retains a 15% equity interest in Wealth Link Securities following the Disposal, it is expected that the Group would be able to enjoy the upside should the market turns around in the years ahead.

— I-3 —

GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

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

2. DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS AND SHORT POSITIONS IN THE SECURITIES OF THE COMPANY AND ITS ASSOCIATED CORPORATIONS

Interests in the Shares of the Company

As at the Latest Practicable Date, the interests and short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) held by the Directors and chief executives of the Company which have been 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 were taken or deemed to have under such provisions of the SFO) or have been entered in the register maintained by the Company pursuant to section 352 of the SFO, or otherwise have been notified to the Company and the Stock Exchange pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules are as follows:

• (1) These 116,870,000 Shares include 113,730,000 Shares held by Tanner Enterprises Group Limited (“ Tanner Enterprises ”), a company incorporated in the British Virgin Islands and wholly owned by Mr. Li. Therefore, Mr. Li is deemed to be interested in all the Shares held by Tanner Enterprises for the purpose of the SFO.

• (2) These 33,000,000 Shares are held by GREAT WIN GLOBAL LIMITED (“ Great Win ”), a company incorporated in the British Virgin Islands and wholly owned by Mr. Yeung as at the Latest Practicable Date. Therefore, Mr. Yeung is deemed to be interested in all the Shares held by Great Win for the purpose of the SFO.

• (3) The letter “L” denotes as long positions in the shares of the Company.

— II-1 —

GENERAL INFORMATION

APPENDIX II

3. SUBSTANTIAL SHAREHOLDERS’ INTERESTS AND SHORT POSITIONS IN THE SHARES AND UNDERLYING SHARES OF THE COMPANY

So far as is known to any Director or chief executive of the Company, as at the Latest Practicable Date, the following parties (not being the Directors or chief executives of the Company) had interests or short positions 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 which were recorded in the register required to be kept by the Company under Section 336 of the SFO:

Long positions in the Shares and underlying Shares of the Company

Notes:

• (1) Jayden Wealth is wholly owned by Ms. Wan Ho Yan Letty (“ Ms. Letty Wan ”) as at the Latest Practicable Date. Under the SFO, Ms. Letty Wan is deemed to be interested in all the Shares held by Jayden Wealth.

• (2) Luck Achieve is a company incorporated in the British Virgin Islands and owned as to 60% by Mr. Li Chun Fung, 20% by Mr. Li Man Keung Edwin and 20% by Mr. Li Man Chun as at the Latest Practicable Date respectively. Under the SFO, Mr. Li Chun Fung is deemed to be interested in all the Shares held by Luck Achieve. Luck Achieve is the holder of the Convertible Note which is convertible into a maximum of 150,000,000 Shares. Therefore, Luck Achieve is deemed to be interested in 150,000,000 Shares which may fall to be issued and allotted by the Company following the exercise of the conversion rights attaching to the Convertible Note (assuming full conversion of the Convertible Note).

• (3) Tanner Enterprises is wholly owned by Mr. Li, an executive Director, as at the Latest Practicable Date. Under the SFO, Mr. Li is deemed to be interested in all the Shares held by Tanner Enterprises.

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GENERAL INFORMATION

APPENDIX II

• (4) Great Win is wholly owned by Mr. Yeung, an executive Director, as at the Latest Practicable Date. Under the SFO, Mr. Yeung is deemed to be interested in all the Shares held by Great Win.

• (5) Based on 596,200,000 Shares in issue as at the Latest Practicable Date.

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any persons (who were not Directors or chief executives of the Company) who 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 Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under section 336 of the SFO.

4. DIRECTORS’ SERVICE CONTRACTS

Mr. Li Man Keung Edwin has entered into a letter of appointment with the Company as executive Director for a term of three years commencing from 25 January 2022 and subject to termination by giving not less than three months’ prior notice in writing by one party to another party.

Mr. Hui Ringo Wing Kun has entered into a service agreement with the Company as executive Director for an initial term of three years commencing from 26 May 2017 and shall continue thereafter unless and until it is terminated by either party giving to the other party not less than three months’ prior notice in writing.

Mr. Yeung Chun Yue David has entered into a letter of appointment with the Company as executive Director for a term of three years commencing from 5 July 2021 and subject to termination by giving not less than three months’ prior notice in writing by one party to another party.

Mr. William Robert Majcher has entered into a letter of appointment with the Company as independent non-executive Director for a term of three years commencing from 27 May 2020 subject to termination by giving not less than three months’ prior notice in writing by one party to another party. Mr. Ho Lik Kwan Luke has entered into a letter of appointment with the Company as independent non-executive Director for a term of three years commencing from 2 December 2020 subject to termination by giving not less than three months’ prior notice in writing by one party to another party. Mr. Lau Pak Kin Patric has entered into a letter of appointment with the Company as independent non-executive Director for a term of three years commencing from 1 January 2022 subject to termination by giving not less than three months’ prior notice in writing by one party to another party.

Each of the appointment of the Directors referred to above is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors has any existing or proposed service contract with any member of the Group which is not expiring nor terminable by the Group within one year without payment of compensation (other than statutory compensation).

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APPENDIX II

5. DIRECTORS’ INTEREST IN ASSETS/CONTRACT AND OTHER INTERESTS

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which have been acquired, disposed of or leased to or which are proposed to be acquired, disposed of or leased to any member of the Group since 30 September 2021, being the date to which the latest published audited financial statements of the Company were made up.

As at the Latest Practicable Date, none of the Directors is materially interested in any contract or arrangement subsisting at the Latest Practicable Date which is significant in relation to the business of the Company.

6. COMPETING INTEREST

To the best knowledge of the Directors, as at the Latest Practicable Date, none of the Directors, controlling shareholders of the Company and their respective close associates (as defined under the GEM Listing Rules), was interested in any business which competes or is likely to compete either directly or indirectly with the business of the Group (as would be required to be disclosed under the GEM Listing Rules if each of them were a controlling shareholder).

7. MATERIAL CONTRACTS

Within the two years immediately preceding the Latest Practicable Date, the following contract (not being contracts entered into in the ordinary course of business) has been entered into by any members of the Group which are or may be material:

• (a) the agreement dated 11 June 2021 entered into by the Company as purchaser, Luck Achieve as vendor, and Li Man Keung Edwin as guarantor in relation to the acquisition of the entire issued shares of APEC GROUP INTERNATIONAL LIMITED at a consideration of HK$40,000,000;

• (b) the agreement dated 15 June 2021 entered into by the Company and Great Win in respect of the subscription of 33,000,000 new Shares by Great Win at the subscription price of HK$0.15 per subscription share;

• (c) the agreement dated 29 November 2021 entered into by the Company and Cornerstone Technologies Holdings Limited (a company listed on GEM, stock code: 8391) pursuant to which the Company has conditionally agreed to subscribe for, and Cornerstone Technologies Holdings Limited has conditionally agreed to issue and allot, an aggregate of 8,000,000 new shares at the subscription price of HK$0.62 per share to the Company; and

• (d) the Disposal Agreement.

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APPENDIX II

8. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation, arbitration or claim of material importance and no litigation, arbitration or claim of material importance is known to the Directors to be pending or threatened against any members of the Group.

9. AUDIT COMMITTEE

As at the Latest Practicable Date, the audit committee of the Company (the “ Audit Committee ”) comprises three independent non-executive Directors, namely Mr. Ho Lik Kwan Luke, Mr. William Robert Majcher and Mr. Lau Pak Kin Patric. The primary duty of the Audit Committee is to review and supervise the Company’s financial reporting process, the risk management and internal control systems of the Group and the monitoring of continuing connected transactions.

Biographical details of the members of the Audit Committee are set out below:

Mr. Ho Lik Kwan Luke

Mr. Ho Lik Kwan Luke (“ Mr. Ho ”), aged 43, 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 15 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 and registered with the Securities and Futures Commission as a responsible officer for Type 6 regulated activity. During the period from September 2016 to May 2019, Mr. Ho was registered with the Securities and Futures Commission as a responsible officer for Type 6 regulated activity for Glory Sun Securities Limited, a subsidiary of Glory Sun Financial Group Limited (stock code: 1282), a company listed on the main board of the Stock Exchange. He was also a consultant of Huabang Securities Limited (formerly known as Qian Hai Securities Limited).

At present, Mr. Ho is an executive director of Glory Sun Securities Limited, a subsidiary of Glory Sun Financial Group Limited (stock code: 1282). Currently, he does not hold any other directorship in other public listed companies.

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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GENERAL INFORMATION

APPENDIX II

Mr. William Robert Majcher

Mr. William Robert Majcher (“ Mr. Majcher ”), aged 59, 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. Majcher’s past and current directorships in other companies listed on the Stock Exchange and overseas are set out below:

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GENERAL INFORMATION

APPENDIX II

^ The listing of the shares of Yorkshine Holdings Limited on The Stock Exchange of Hong Kong Limited was cancelled on 27 December 2019.

Mr. Lau Pak Kin Patric

Mr. Lau Pak Kin Patric (“ Mr. Lau ”), aged 41, was appointed as an independent non-executive Director on 1 January 2022. He is also the chairman of the remuneration committee, 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 interests, 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. At present, Mr. Lau is registered with the Securities and Futures Commission as a representative for Types 1, 4 and 9 regulated activities for Funderstone Securities Limited, a subsidiary of G-Resources Group Limited (stock code: 1051), a company listed on the main board of the Stock Exchange. Mr. Lau is deputy general manager of Funderstone Securities 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.

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APPENDIX II

10. MISCELLANEOUS

• (a) The registered office of the Company is situated at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. The head office and principal place of business of the Company is located at 18/F., Prosperity Tower, 39 Queen’s Road Central, Hong Kong.

• (b) The Hong Kong branch share registrar and transfer office of the Company is Tricor Investor Services Limited of Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (c) The company secretary of the Company is Mr. Lo Tsz Kit Harry who is a solicitor admitted in Hong Kong.

• (d) Mr. Hui Ringo Wing Kun, an executive Director, is the compliance officer of the Company.

• (e) The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

11. DOCUMENT AVAILABLE FOR INSPECTION

Copy of the Disposal Agreement will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.vbg-group.com) from the date of this circular up to and including the date of the EGM.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

HATCHER GROUP LIMITED 亦辰集團有限公司[*]

(formerly known as VBG International Holdings Limited 建泉國際控股有限公司 *)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8365)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Hatcher Group Limited (the “ Company ”) will be held at 18/F., Prosperity Tower, 39 Queen’s Road Central, Hong Kong on Friday, 4 March 2022 at 10:30 a.m., to consider and, if thought fit, to pass with or without amendments, the following resolution:

ORDINARY RESOLUTION

“THAT:

• (a) the disposal agreement dated 13 September 2021 (the “ Disposal Agreement ”, a copy of which is tabled at the extraordinary general meeting for the purpose of identification) entered into between the Company as vendor and JUMBO HARVEST GROUP LIMITED as purchaser in relation to the disposal of 14,450,000 shares representing 85% of all the issued shares in the share capital of Wealth Link Securities Limited for a consideration of HK$14,000,000 to be paid and settled in cash and the performance of all the transactions contemplated under the Disposal Agreement be and are hereby approved, confirmed and ratified; and

• (b) any Director or company secretary of the Company be and is hereby authorised to take all steps and do all acts and things and execute all such documents or agreements or deeds as it considers necessary, appropriate, desirable or expedient to implement and give full effect to or in connection with the Disposal Agreement and the performance of all the transactions contemplated thereunder for and on behalf of the Company.”

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

Hong Kong, 10 February 2022

— EGM-1 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

Registered office: Head office and principal place of business in Cricket Square Hong Kong: Hutchins Drive 18/F., Prosperity Tower P.O. Box 2681 39 Queen’s Road Central Grand Cayman KY1-1111 Hong Kong Cayman Islands

Notes:

• (1) Any member of the Company entitled to attend and vote at the extraordinary general meeting shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her and so appointed shall have the same right as the member to speak at the extraordinary general meeting. A member who is the holder of two or more shares of the Company may appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a member of the Company.

• (2) A form of proxy for use at the extraordinary general meeting is enclosed herewith.

• (3) The form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be under its seal or the hand of an officer, attorney or other person duly authorised.

• (4) The form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be lodged at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the extraordinary general meeting or any adjourned meeting (as the case may be) and in default the proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude members from attending and voting in person at the extraordinary general meeting or at any adjourned meeting (as the case may be) should they so wish.

• (5) Where there are joint registered holders of any share, any one of such persons may vote at the extraordinary general meeting, either personally or by proxy, in respect of such share as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the extraordinary general meeting personally or by proxy, the vote of that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall be accepted to exclusion of the votes of the other joint holders. Several executors or administrators of a deceased member of the Company in whose name any shares stands shall for this purpose be deemed joint holders thereof.

• (6) For determining the entitlement to attend and vote at the extraordinary general meeting, the register of members of the Company will be closed from Tuesday, 1 March 2022 to Friday, 4 March 2022, both dates inclusive, during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the extraordinary general meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 28 February 2022.

• For identification purpose only

— EGM-2 —