INTERIM RESULTS ANNOUNCEMENT FOR THE SIX MONTHS ENDED 31 MARCH 2024

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 亦辰集团有限公司* (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8365) INTERIM RESULTS ANNOUNCEMENT FOR THE SIX MONTHS ENDED 31 MARCH 2024 The board (the “Board”) of directors (the “Directors”) of Hatcher Group Limited (the “Company”) is pleased to announce the unaudited condensed consolidated results of the Company and its subsidiaries for the six months ended 31 March 2024. This announcement containing the full text of the interim report of the Company for the six months ended 31 March 2024 complies with the relevant requirements of the Rules Governing the Listing of Securities on GEM (the “GEM Listing Rules”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) in relation to information to accompany the preliminary announcement of interim results.By Order of the Board Hatcher Group Limited Hui Ringo Wing Kun Executive Director Hong Kong 31 May 2024 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) Independent Non-executive Directors: Mr. William Robert Majcher Mr. Ho Lik Kwan Luke Mr. Lau Pak Kin Patric — 1 —This announcement 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 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.* for identification purpose only — 2 —INTERIM REPORT 2023-2024 CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE “STOCK EXCHANGE”) 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 of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this report 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 report.This report for which the directors of Hatcher Group Limited (the “Company”) 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 (the “GEM Listing Rules”) for the purpose of giving information with regard to the Company. The directors of the Company (the “Directors”) having made all reasonable enquiries confirm that to the best of their knowledge and belief the information contained in this report 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 report misleading.This report will remain on the “Latest Listed Company Information” page of the Stock Exchange’s website at www.hkexnews.hk for at least seven days from the date of its publication and will be published on the Company’s website at www.hatcher-group.com. 1HATCHER GROUP LIMITED CONTENTS Page Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income 3 Condensed Consolidated Statement of Financial Position 5 Condensed Consolidated Statement of Changes in Equity 7 Condensed Consolidated Statement of Cash Flows 10 Notes to the Condensed Consolidated Financial Statements 11 Management Discussion and Analysis 40 Other Information 46 2INTERIM REPORT 2023-2024 The Board is pleased to present the unaudited condensed consolidated results of the Group for the six months ended 31 March 2024 together with the unaudited comparative figures for the corresponding period in 2023 as follows: CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the six months ended 31 March 2024 Six months ended 31 March 20242023 Note HK$’000 HK$’000 (Unaudited) (Unaudited) Continuing operations Revenue 4 44068 39428 Other (loss) income net 5 (2081) 4597 Provision of impairment loss in respect of trade receivables (649) – Administrative expenses and other operating expenses (55928) (69351) Finance costs 6 (760) (862) Loss before tax from continuing operations 7 (15350) (26188) Income tax expense 8 (5) (604) Loss for the period from continuing operations (15355) (26792) Discontinued operations Profit for the period from discontinued operations 9 – 5008 Loss for the period (15355) (21784) 3HATCHER GROUP LIMITED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (CONTINUED) For the six months ended 31 March 2024 Six months ended 31 March 20242023 Note HK$’000 HK$’000 (Unaudited) (Unaudited) Other comprehensive loss Items 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”) 14 (66) (53) Other comprehensive loss for the period (66) (53) Total comprehensive loss for the period (15421) (21837) Loss for the period attributable to: Owners of the Company (15177) (21464) Non-controlling interests (178) (320) (15355)(21784) Total comprehensive loss for the period attributable to: Owners of the Company (15243) (21517) Non-controlling interests (178) (320) (15421)(21837) HK$ HK$ (Restated) Basic and diluted (loss) earnings per share 10 – Continuing operations (0.43) (0.86) – Discontinued operations – 0.16 4INTERIM REPORT 2023-2024 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION At 31 March 2024 At At 31 March 30 September 20242023 Note HK$’000 HK$’000 (Unaudited) (Audited) Non-current assets Goodwill 11 84558 84558 Intangible assets 12 2641 3452 Plant and equipment 13 9233 10360 Right-of-use assets 13 9265 7952 Rental deposits 681 – Designated FVOCI 14 750 816 Financial assets at fair value through profit or loss (“FVPL”) 15 22864 22834 Deferred tax assets 167 167 130159130139 Current assets Financial assets at FVPL 15 32630 35056 Trade and other receivables 16 50145 62151 Time deposits with original maturity over three months 1622 120 Bank balances – client accounts – 24534 Bank balances – general accounts and cash 8867 20593 93264142454 Current liabilities Trade and other payables 17 5487 36611 Interest-bearing borrowings 18 23020 24621 Loan payables 19 – 240 Convertible note 20 – 932 Lease liabilities 13 3646 2695 Income tax payables 612 2024 3276567123 Net current assets 60499 75331 Total assets less current liabilities 190658 205470 5HATCHER GROUP LIMITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) At 31 March 2024 At At 31 March 30 September 20242023 Note HK$’000 HK$’000 (Unaudited) (Audited) Non-current liabilities Lease liabilities 13 6426 5817 Other payables 16 150 150 Deferred tax liabilities 1277 1277 78537244 NET ASSETS 182805 198226 Capital and reserves Share capital 21 8920 8920 Reserves 175066 190309 Equity attributable to owners of the Company 183986 199229 Non-controlling interests (1181) (1003) TOTAL EQUITY 182805 198226 6INTERIM REPORT 2023-2024 7 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the six months ended 31 March 2024 Attributable to equity holders of the Company Investment revaluation reserve Convertible Share Non- Share Share Capital Exchange (non- note option Accumulated controlling Total capital premium reserve reserve recycling) reserve reserve losses Total interests equity HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 (Note i) (Note ii) (Note iii) (Note iv) (Note v) (Note vi) At 1 October 2022 (audited) 7212 114603 152 1656 (4957) 1889 – (50715) 69840 (501) 69339 Loss for the period – – – – – – – (21464) (21464) (320) (21784) Other comprehensive loss for the period Items that will not be reclassified to profit or loss Fair value loss on Designated FVOCI – – – – (53) – – – (53) – (53) Total other comprehensive loss for the period – – – – (53) – – – (53) – (53) Total comprehensive loss for the period – – – – (53) – – (21464) (21517) (320) (21837) Transactions with equity holders of the Company Contributions and distributions Conversion of convertible note (Note 21) 250 7082 – – – (1889) – – 5443 – 5443 Recognition of equity-settled share-based payments (Note 23) – – – – – – 23032 – 23032 – 23032 Issue of shares pursuant to settlement of promissory notes (Note 21) 501 34599 – – – – – – 35100 – 35100 Issue of shares pursuant to placing (Note 21) 570 38760 – – – – – – 39330 – 39330 Receipt of subscription shares pursuant to subscription agreement – 18366 – – – – – – 18366 – 18366 Acquisition of a subsidiary (Note 22) – – – (263) – – – – (263) – (263) Derecognition of a subsidiary – – 314 – – – – – 314 – 314 132198807314(263)–(1889)23032–121322–121322 At 31 March 2023 (unaudited) 8533 213410 466 1393 (5010) – 23032 (72179) 169645 (821) 168824HATCHER GROUP LIMITED 8 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED) For the six months ended 31 March 2024 Attributable to equity holders of the Company Investment revaluation reserve Share Non- Share Share Capital Exchange (non- option Accumulated controlling capital premium reserve reserve recycling) reserve losses Total interests Total equity HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 (Note i) (Note ii) (Note iii) (Note iv) (Note vi) At 1 October 2023 (audited) 8920 235268 449 1259 (5131) 22898 (64434) 199229 (1003) 198226 Loss for the period – – – – – – (15177) (15177) (178) (15355) Other comprehensive loss for the period Items that will not be reclassified to profit or loss Fair value loss on Designated FVOCI – – – – (66) – – (66) – (66) Total other comprehensive loss for the period – – – – (66) – – (66) – (66) Total comprehensive loss for the period – – – – (66) – (15177) (15243) (178) (15421) Transactions with equity holders of the Company Contributions and distributions Cancellation of share options – – – – – (54) 54 – – – At 31 March 2024 (unaudited) 8920 235268 449 1259 (5197) 22844 (79557) 183986 (1181) 182805INTERIM REPORT 2023-2024 CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED) For the six months ended 31 March 2024 Notes: (i) Share premium represents the excess of the net proceeds from issuance of the Company’s shares over its par value. Under the laws of the Cayman Islands and the Company’s Articles of Association it is distributable to the Company’s shareholders provided that the Company is able to pay its debts as they fall due in the ordinary course of business.(ii) Capital reserve of the Group represents the capital contribution from the controlling shareholder of certain subsidiaries now comprising the Group before completion of the Group reorganisation to rationalise the group structure for listing of the shares of the Company on GEM of the Stock Exchange.(iii) Exchange reserve of the Group comprises all foreign exchange differences arising from the translation of the financial statements of operations outside Hong Kong with functional currencies other than in Hong Kong dollars upon consolidation.(iv) Investment revaluation reserve (non-recycling) comprises the accumulated net change in the fair value of Designated FVOCI that have been recognised in other comprehensive income net of the amounts reclassified to retained earnings when those investments are disposed of.(v) Convertible note reserve represents the equity component of the unconverted convertible note issued by the Company.(vi) Share option reserve comprises the portion of the grant date fair value of unexercised share options granted to employees of the Group. 9HATCHER GROUP LIMITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS For the six months ended 31 March 2024 Six months ended 31 March 20242023 HK$’000 HK$’000 (Unaudited) (Unaudited) Net cash used in operating activities (11738) (18827) INVESTING ACTIVITIES Increase in time deposit (1502) – Net cash flows on acquisition of a subsidiary – 378 Net cash flows on disposal of a subsidiary – (6425) Consideration received for disposal of a subsidiary 5500 7000 Purchase of plant and equipment (29) (955) Purchase of financial assets at FVPL – (13702) Purchase of Designated FVOCI – (3) Proceeds from disposal of financial assets at FVPL – 4879 Proceeds from disposal of Designated FVOCI – 148 Proceeds from disposal of other investments – 620 Net cash from (used in) investing activities 3969 (8060) FINANCING ACTIVITIES Issue of share capital – 39330 Repayment of bank borrowings (1601) (1311) Interest paid (443) (424) Lease payments (1913) (2695) Net cash (used in) from financing activities (3957) 34900 Net (decrease) increase in cash and cash equivalents (11726) 8013 Cash and cash equivalents at beginning of period 20593 16825 Cash and cash equivalents at end of period represented by bank balances – general accounts and cash 8867 24838 10INTERIM REPORT 2023-2024 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the six months ended 31 March 2024 1. GENERAL INFORMATION The Company was incorporated as an exempted company with limited liability on 5 February 2016 under the Companies Law Cap.22 (Law 3 of 1961 as consolidated and revised) of the Cayman Islands. The shares of the Company were listed on GEM of the Stock Exchange by way of placing and public offer on 26 May 2017. The registered office of the Company is situated at Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands. The principal place of business is situated at 21/F.Low Block Grand Millennium Plaza 181 Queen’s Road Central Hong Kong.The Company is an investment holding company and its subsidiaries are principally engaged in the provision of (i) corporate finance advisory services (ii) placing and underwriting services (iii) asset management services (iv) business consultancy services (v) environmental social and governance (“ESG”) advisory services (vi) corporate secretarial services (vii) accounting and taxation services (viii) risk management and internal control advisory services and (ix) human resources services in Hong Kong.The condensed consolidated financial statements of the Group for the six months ended 31 March 2024 (the “Condensed Consolidated Financial Statements”) are unaudited but have been reviewed by the audit committee of the Company. The Condensed Consolidated Financial Statements were approved and authorised for issue by the Directors on 31 May 2024.The Condensed Consolidated Financial Statements are presented in Hong Kong dollars (“HK$”) which is also the functional currency of the Group except for the subsidiaries established in the People’s Republic of China (the “PRC”) and Canada whose functional currency is Renminbi and Canadian dollar (“CAD”) respectively. 11HATCHER GROUP LIMITED 2. BASIS OF PREPARATION AND ACCOUNTING POLICIES The Condensed Consolidated Financial Statements have been prepared in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”) which collective term includes all applicable HKFRSs Hong Kong Accounting Standards and Interpretations issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”) accounting principles generally accepted in Hong Kong the disclosure requirements of the Hong Kong Companies Ordinance and the applicable disclosure provisions of the GEM Listing Rules.The accounting policies and methods of computation used in the preparation of the Condensed Consolidated Financial Statements are consistent with those adopted in preparing the annual financial statements of the Group for the year ended 30 September 2023 (the “2022/23 Annual Report”) except for the new and revised HKFRSs issued by the HKICPA that are effective for the current accounting period of the Group. At the date of authorisation of the Condensed Consolidated Financial Statements the Group has not early adopted the new and revised HKFRSs that have been issued but are not yet effective for the current period.Adoption of new/revised HKFRSs In the current interim period the Group has applied for the first time the following amendments to HKFRSs issued by the HKICPA which are effective for the Group’s financial year beginning on 1 October 2023: HKFRS 17 (including the October 2020 Insurance Contracts and February 2022 Amendments to HKFRS 17) Amendments to HKAS 8 Definition of Accounting Estimates Amendments to HKAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction Amendments to HKAS 12 International Tax Reform – Pillar Two Model Rules Amendments to HKAS 1 and Disclosure of Accounting Policies HKFRS Practice Statement 2 The application of the amendments to HKFRSs has had no material impact on the Group’s financial performance and position for the current and prior periods and/or on the disclosures set out in the Condensed Consolidated Financial Statements.Basis of measurement The Condensed Consolidated Financial Statements have been prepared on the historical cost basis except for the financial assets designated at FVOCI and financial assets at FVPL that are measured at fair value. 12INTERIM REPORT 2023-2024 Critical accounting judgements and key sources of estimation uncertainty The preparation of the Condensed Consolidated Financial Statements in conformity with HKAS 34 “Interim Financial Reporting” requires management to make judgements estimates and assumptions that affect the application of policies and reported amounts of assets liabilities income and expenses. The estimates and associated assumptions are based on historical experience and various other factors believed to be reasonable under the circumstances the results of which form the basis of making the judgements about carrying amounts of assets and liabilities not readily apparent from other sources. Actual results may differ from these estimates.In preparing the Condensed Consolidated Financial Statements the significant judgements made by the management in applying the Group’s accounting policies and key sources of estimation uncertainty were the same as those that applied to the 2022/23 Annual Report. 3. SEGMENT INFORMATION The Group is currently organised into two operating divisions namely licensed business and non-licensed business. These divisions are the basis on which the executive Directors and senior management of the Company being the chief operating decision maker review the operating results and financial information. The principal activities of these operating segments are as follows: Licensed business Provision of corporate finance advisory services placing and underwriting services and asset management services Non-licensed business Provision of ESG advisory services business consultancy services corporate secretarial services accounting and taxation services risk management and internal control advisory services and human resources services Segment assets and liabilities are not disclosed as they are not considered to be crucial for resources allocation and therefore not being regularly provided to the chief operating decision maker. 13HATCHER GROUP LIMITED Segment revenue and results Six months ended 31 March 2024 Discontinued Continuing operations operations Licensed Non-licensed Licensed business business business Total HK$’000 HK$’000 HK$’000 HK$’000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue 14631 29437 – 44068 Other income net 114 1664 – 1778 1474531101–45846 Results Segment profit (loss) 296 (8636) – (8340) Unallocated other losses net (3859) Unallocated corporate expenses (3151) Loss before tax (15350) Six months ended 31 March 2023 Discontinued Continuing operations operations Licensed Non-licensed Licensed business business business Total HK$’000 HK$’000 HK$’000 HK$’000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue 6759 32669 160 39588 Other (loss) income net (99) 939 12 852 66603360817240440 Results Segment profit (loss) 2626 (6199) 5008 1435 Unallocated other income net 3757 Unallocated corporate expenses (26372) Loss before tax (21180) 14INTERIM REPORT 2023-2024 Information about geographical areas The Group’s operations are principally located in Hong Kong the PRC and Canada. The following table provides an analysis of the Group’s revenue from external customers by geographical market in which the transactions are located: Six months ended 31 March 20242023 HK$’000 HK$’000 (Unaudited) (Unaudited) Continuing operations Hong Kong 40306 34610 The PRC 1956 2874 Canada 1806 1944 4406839428 Discontinued operations Hong Kong – 160 The following is an analysis of the carrying amounts of non-current assets (excluding financial instruments) by geographical area in which the assets are located: At At 31 March 30 September 20242023 HK$’000 HK$’000 (Unaudited) (Audited) Continuing operations Hong Kong 56979 63447 The PRC 44509 37159 Canada 4794 5716 106282106322 15HATCHER GROUP LIMITED Information about major customers Revenue from customers of licensed business and non-licensed business that individually contributed 10% or more of the total revenue of the Group are as follows: Six months ended 31 March 20242023 HK$’000 HK$’000 (Unaudited) (Unaudited) Continuing operations Customer A 7759 7098 4. REVENUE Six months ended 31 March 20242023 HK$’000 HK$’000 (Unaudited) (Unaudited) Continuing operations Licensed business Revenue from contracts with customers within HKFRS 15 Corporate finance advisory services 3839 6446 Placing and underwriting services 10266 271 Asset management services 9 42 141146759 16INTERIM REPORT 2023-2024 Six months ended 31 March 20242023 HK$’000 HK$’000 (Unaudited) (Unaudited) Non-licensed business Revenue from contracts with customers within HKFRS 15 Accounting and taxation services 17530 18038 Business consulting services 2589 2707 ESG advisory services 1864 3007 Risk management and internal control advisory services 3899 5558 Corporate secretarial services 3122 2539 Human resources services 950 820 2995432669 Total 44068 39428 Discontinued operations Licensed business Revenue from contracts with customers within HKFRS 15 Brokerage commission – 106 Clearing settlement and handling fee income – 2 –108 Interest revenue calculated using the effective interest method Interest income from cash and margin clients – 52 Total (Note 9) – 160 17HATCHER GROUP LIMITED 5. OTHER (LOSS) INCOME NET Six months ended 31 March 20242023 HK$’000 HK$’000 (Unaudited) (Unaudited) Continuing operations Net (loss) gain on disposal of financial assets at FVPL (1863) 1811 Government subsidies (Note) – 752 Bad debts recovery 5 — Interest income 41 140 Net unrealised (loss) gain on financial assets at FVPL (44) 2287 Others (220) (393) (2081)4597 Discontinued operations (Note 9) Government subsidies (Note) – 12 Others – – –12 Note: During the six months ended 31 March 2024 the Group did not recognise any government subsidies (2023: approximately HK$764000) from subsidy schemes of Hong Kong SAR Government: Six months ended 31 March 20242023 HK$’000 HK$’000 (Unaudited) (Unaudited) Continuing operations Employment Support Scheme – 675 Financial Industry Recruitment Scheme for Young Graduates – 77 –752 Discontinued operations Employment Support Scheme – 12 18INTERIM REPORT 2023-2024 6. FINANCE COSTS Six months ended 31 March 20242023 HK$’000 HK$’000 (Unaudited) (Unaudited) Continuing operations Interest expenses on convertible note – 57 Interest expenses on bank borrowings 443 424 Interest expenses on lease liabilities 317 280 Interest expenses on promissory notes – 101 760862 Discontinued operations Interest expenses on lease liabilities (Note 9) – 4 760866 19HATCHER GROUP LIMITED 7. LOSS BEFORE TAX This is stated after charging (crediting): Six months ended 31 March 20242023 HK$’000 HK$’000 (Unaudited) (Unaudited) Staff costs (including directors’ remuneration): Continuing operations Employee benefit expense 32808 30666 Contributions to defined contribution plans 876 976 Equity-settled share-based payment expenses – 23032 3368454674 Discontinued operations Employee benefit expense – 400 Contributions to defined contribution plans – 15 –415 Total staff costs 33684 55089 Continuing operations Auditor’s remuneration 665 455 Amortisation – Intangible assets 811 793 Depreciation – Plant and equipment 1431 1323 – Right-of-use assets 2072 1430 Exchange loss (gain) net 92 (22) Professional fees 2639 6275 Placing and related expenses 7865 – Discontinued operations Auditor’s remuneration – 25 Depreciation – Plant and equipment – – – Right-of-use assets – 86 Professional fees – 1 20INTERIM REPORT 2023-2024 8. INCOME TAX EXPENSE The Group’s entities established in the Cayman Islands and the British Virgin Islands are exempted from income tax.For the six months ended 31 March 2024 and 2023 only one entity in the Group is subject to the two-tiered Hong Kong profits tax rates while the remaining entities in the Group will continue to be taxed at the rate of 16.5%.For the six months ended 31 March 2024 and 2023 no Hong Kong Profits Tax has been provided as the Group incurred a loss for taxation purpose.For the six months ended 31 March 2024 and 2023 the Group’s entities established in the PRC is subject to Enterprise Income Tax at a statutory rate of 25%.For the six months ended 31 March 2024 and 2023 no Corporate Income Tax of Canada has been provided as the entity incurred a loss for taxation purpose.Six months ended 31 March 20242023 HK$’000 HK$’000 (Unaudited) (Unaudited) Continuing operations Current tax PRC Enterprise Income Tax 5 604 Income tax expenses for continuing operations 5 604 21HATCHER GROUP LIMITED 9. DISCONTINUED OPERATIONS On 23 December 2022 the Company completed the disposal of 85% equity interest in its subsidiary Wealth Link Securities Limited (“Wealth Link Securities”) at a consideration of HK$14000000 (the “Disposal”) representing the Group’s securities brokerage and margin financing business. Immediately after completion of the Disposal the Company holds a 15% equity interest in Wealth Link Securities Wealth Link Securities ceases to be a subsidiary of the Company and that the financial result assets and liabilities of Wealth Link Securities will no longer be consolidated into the accounts of the Group. In December 2023 the Company disposed its remaining equity interest in Wealth Link Securities. The results of the discontinued operations for the six months ended 31 March 2024 and the period from 1 October 2022 to 23 December 2022 (date of completion of the Disposal) are as follows: Period from 1 October Six months 2022 to ended 23 December 31 March 2024 2022 HK$’000 HK$’000 (Unaudited) (Unaudited) Revenue (Note 4) – 160 Other income net (Note 5) – 12 Administrative expenses and other operating expenses – (778) Finance costs (Note 6) – (4) Loss before tax – (610) Income tax expense – – Loss for the period from discontinued operations – (610) Gain on the Disposal (Note) – 5618 Profit for the period from discontinued operations – 5008 22INTERIM REPORT 2023-2024 Note: The details of major classes of assets and liabilities of Wealth Link Securities held for sale measured at the lower of carrying amount and fair value less costs to sell at 23 December 2022 (date of completion of the Disposal) are as follows: HK$’000 Net assets of Wealth Link Securities: Intangible assets 500 Right-of-use assets 458 Other deposits 205 Trade receivables arising from the business of securities brokerage – Cash clients 5461 – Margin clients 60 Other receivables 169 Bank balances – client accounts 41109 Bank balances – general accounts and cash 6425 Trade payables arising from the business of dealing in securities (43887) Other payables (176) Lease liabilities (463) 9861 Interests in financial assets at FVPL retained (1479) Gain on the Disposal 5618 Consideration 14000 23HATCHER GROUP LIMITED 10. LOSS PER SHARE The calculation of the basic loss per share is based on loss attributable to the equity holders of the Company and the weighted average number of ordinary shares in issue during the periods as follows: Six months ended 31 March 20242023 HK$’000 HK$’000 (Unaudited) (Unaudited) Loss Loss for the period attributable to owners of the Company for the purpose of basic loss per share – Continuing operations (15177) (26472) – Discontinued operations – 5008 (15177)(21464) Six months ended 31 March 20242023 ’000’000 (Unaudited) (Unaudited) Shares Weighted average number of ordinary shares for the purpose of basic loss per share 35681 30878 Diluted loss per share is same as basic loss per share for the six months ended 31 March 2024 and 2023 as the computation of diluted loss per share does not assume the exercise of the Company’s share options since their exercise would result in a decrease in the basic loss per share.For the six months ended 31 March 2023 the weighted average number of ordinary shares for the purpose of basic loss per share has been adjusted to take into effect of the Share Consolidation (as defined in note 21 below) with effect from 5 January 2024 and as if it had been effective on 1 October 2022. 24INTERIM REPORT 2023-2024 11. GOODWILL During the six months ended 31 March 2024 there is no movement in the carrying amount of goodwill allocated to the cash generating unit (“CGU”) relating to the business of Baron Global Financial Canada Ltd. (the “Canada Business CGU”) the business of APEC GROUP INTERNATIONAL LIMITED (the “APEC Business CGU”) and the business of Earning Joy Development Limited (the “Greater Bay Area Business CGU”).Reconciliation of carrying amount – Six months ended 31 March 2024 Greater Canada APEC Bay Area Business Business Business CGU CGU CGU Total HK$’000 HK$’000 HK$’000 HK$’000 Carrying amount At the beginning (audited) and end of the reporting period (unaudited) 1211 42460 40887 84558 At 31 March 2024 Cost 23966 42460 40887 107313 Accumulated impairment loss (22755) – – (22755) Net carrying amount (unaudited) 1211 42460 40887 84558 25HATCHER GROUP LIMITED 12. INTANGIBLE ASSETS The intangible assets represent customer base arising from the acquisition of APEC GROUP INTERNATIONAL LIMITED (“APECGIL”) and Earning Joy Development Limited (“Earning Joy”) which have allowed the Group to stabilise the revenue base from non-licensed business operating by APECGIL Earning Joy and their subsidiaries. No impairment loss was recognised for the six months ended 31 March 2024.Reconciliation of carrying amount – Six months ended 31 March 2024 HK$’000 At 1 October 2023 (audited) 3452 Amortisation (811) At 31 March 2024 (unaudited) 2641 13. PLANT AND EQUIPMENT RIGHT-OF-USE ASSETS AND LEASE LIABILITIES (i) Plant and equipment and right-of-use assets During the six months ended 31 March 2024 the Group acquired plant and equipment of approximately HK$29000 (2023: approximately HK$955000).Additions to the right-of-use assets for the six months ended 31 March 2024 amounted to approximately HK$2968000 (2023: nil) due to lease of office premises.As at 31 March 2024 the carrying amounts of plant and equipment and right-of-use assets were approximately HK$9233000 (30 September 2023: approximately HK$10360000) and HK$9265000 (30 September 2023: approximately HK$7952000) respectively.The Group’s depreciation during the six months ended 31 March 2024 amounted to approximately HK$1431000 (2023: approximately HK$1323000) and HK$2072000 (2023: approximately HK$1430000) in respect of plant and equipment and right-of-use assets respectively.(ii) Lease liabilities As at 31 March 2024 the carrying amount of lease liabilities was approximately HK$10072000 (30 September 2023: approximately HK$8512000). 26INTERIM REPORT 2023-2024 (iii) Amounts recognised in profit or loss Six months ended 31 March 20242023 HK$’000 HK$’000 (Unaudited) (Unaudited) Depreciation on plant and equipment 1431 1323 Depreciation on right-of-use assets 2072 1430 Finance costs on lease liabilities 317 280 (iv) Other During the six months ended 31 March 2024 the total cash outflow for leases amounted to approximately HK$2667000 (2023: approximately HK$3101000). 14. DESIGNATED FVOCI At At 31 March 30 September 20242023 HK$’000 HK$’000 (Unaudited) (Audited) Equity securities listed overseas 750 816 During the six months ended 31 March 2024 the fair value loss on these equity securities of approximately HK$66000 was recognised in other comprehensive income (2023: approximately HK$53000).Details of the fair value measurements are set out in note 25 to the Condensed Consolidated Financial Statements. 27HATCHER GROUP LIMITED 15. FINANCIAL ASSETS AT FVPL At At 31 March 30 September 20242023 HK$’000 HK$’000 (Unaudited) (Audited) Derivatives – unlisted options issued by companies listed overseas 332 332 Equity securities listed in Hong Kong and overseas 698 1360 Unlisted equity securities in Hong Kong – 1764 Payment for life insurance policy 1464 1434 Unlisted investment fund (Note i) 31600 31600 Investment in mobile applications (Note ii) 21400 21400 5549457890 Analysed as: Current 32630 35056 Non-current 22864 22834 5549457890 Notes: (i) The balance represented unlisted investment fund subscribed from independent financial institutions in Hong Kong (the “Fund”). The Fund is managed by a subsidiary of the Company and has an investment focus on electric vehicle new and renewable energy and/or other environmental social and governance investment in the PRC and Hong Kong. The portfolio of the Fund mainly comprises unlisted equity investments in the business of manufacturing of interior decorative parts of automotive and aluminium battery components for electric motor vehicles.(ii) In June 2023 APEC Business Services Limited (“APEC Business”) a wholly-owned subsidiary of the Company agreed to pay a sum of HK$15000000 to an independent third party Regal Crown Technology Limited (“Regal Crown”) which will be used to finance the costs and expenses incurred by Regal Crown for the development and upgrade of its RC2.0 App (a mobile application providing users with personal wealth management solutions) to RC3.0 App. Regal Crown shall grant APEC Business the exclusive and irrevocable right to share the benefit and receive 50% of any income and revenue generated from the use of the RC3.0 App. For detailed terms of the transaction please refer to the announcements of the Company dated 23 June 2023 and 18 July 2023. As the Group has a contractual right to receive cash in this arrangement for 15 years from the date of launch the investment is classified as a non-current financial asset at FVPL.Details of the fair value measurements are set out in note 25 to the Condensed Consolidated Financial Statements. 28INTERIM REPORT 2023-2024 16. TRADE AND OTHER RECEIVABLES At At 31 March 30 September 20242023 HK$’000 HK$’000 (Unaudited) (Audited) Trade receivables Trade receivables 25241 33296 Less: Loss allowance (1414) (860) 2382732436 Other receivables Prepayment 973 1993 Deposits and other receivables 27772 30149 Less: Loss allowance (2427) (2427) 2631829715 5014562151 Generally there is no credit term granted to customers and the settlement terms of trade receivables are due on receipt except for trade receivables arising from the business of corporate finance advisory services with settlement terms determined in accordance with the contract terms which are usually within 1 month to 3 months after billing.The ageing analysis of trade receivables (net of loss allowance) by invoice date is as follows: At At 31 March 30 September 20242023 HK$’000 HK$’000 (Unaudited) (Audited) Within 30 days 4122 14416 31 to 60 days 1085 2336 61 to 90 days 2082 2204 Over 90 days 16538 13480 2382732436 29HATCHER GROUP LIMITED The ageing analysis of trade receivables (net of loss allowance) by due date is as follows: At At 31 March 30 September 20242023 HK$’000 HK$’000 (Unaudited) (Audited) Not yet due 1885 16480 Past due: Within 30 days 2472 1681 31 to 60 days 2277 1143 61 to 90 days 1295 3772 Over 90 days 15898 9360 2194215956 2382732436 Before accepting a new customer the Group assesses the potential customer’s credit quality and determines credit limit. The majority of the Group’s trade receivables that are past due but not impaired have good credit quality with reference to respective settlement history.The Group’s trade receivables which are past due at the end of each reporting period but which the Group has not impaired as there has not been any significant changes in credit quality of customers and the management believes that the amounts are fully recoverable.Receivables that were neither past due nor impaired relate to a wide range of customers for whom there was no history of default. The Group does not hold any collateral over the trade receivables.There is no movement in the loss allowance in respect of other receivables during the six months ended 31 March 2024. The movement in the loss allowance in respect of trade receivables is summarised below: HK$’000 At 1 October 2023 (audited) 860 Increase in allowance 649 Amount written off as uncollectible (95) At 31 March 2024 (unaudited) 1414 30INTERIM REPORT 2023-2024 17. TRADE AND OTHER PAYABLES At At 31 March 30 September 20242023 HK$’000 HK$’000 (Unaudited) (Audited) Trade payables Trade payables arising from clients account under the business of corporate finance advisory services – 24587 Other payables Accrual and other payables 5487 12174 548736761 Analysed as: Current 5337 36611 Non-current 150 150 548736761 No ageing analysis of trade payables is disclosed as in the opinion of the Directors the ageing analysis does not give additional value in view of the nature of business. 18. INTEREST-BEARING BORROWINGS At At 31 March 30 September 20242023 HK$’000 HK$’000 (Unaudited) (Audited) Secured bank borrowings repayable on demand 23020 24621 Bank borrowings as at 31 March 2024 carried interest at variable market rates benchmarking to the interest rates of 2.25% below HSBC Prime Rate or 2.5% below DBS Prime Rate (30 September 2023: 2.25% below HSBC Prime Rate or 2.5% below DBS Prime Rate). 31HATCHER GROUP LIMITED As at 31 March 2024 and 30 September 2023 bank borrowings with a clause in their terms that gives the banks an overriding right to demand for repayment are classified as current liabilities even though the Directors do not expect that the banks would exercise their right to demand repayment.As at 31 March 2024 and 30 September 2023 the Group’s banking facilities granted by financial institutions in Hong Kong under which the borrowings were drawn are secured by Hong Kong SAR Government guarantee under SME Loan Guarantee Scheme and personal guarantees issued by a director of the subsidiaries.The maturity terms of the bank borrowings based on repayment schedule pursuant to the loan facility letters (ignoring the effect of any repayment on demand clause) are as follows: At At 31 March 30 September 20242023 HK$’000 HK$’000 (Unaudited) (Audited) Within one year 3289 3272 In the second year 3410 3375 In the third to fifth years inclusive 14197 10761 Over five years 2124 7213 2302024621 19. LOAN PAYABLES At At 31 March 30 September 20242023 HK$’000 HK$’000 (Unaudited) (Audited) Government loan (Note) – 240 Note: The amount represents the government loan from Canadian Government of CAD40000 (equivalent to approximately HK$240000). The amount was unsecured interest free and repaid in December 2023. 32INTERIM REPORT 2023-2024 20. CONVERTIBLE NOTE On 1 November 2021 the Company issued a convertible note with nominal value of HK$30000000 carry ing interest rate of 5% per annum to LUCK ACHIEVE DEVELOPMENTS LIMITED (the “Noteholder”) as partial consideration for the acquisition of 100% equity interest in APECGIL. The convertible note will be matured on the second anniversary from the date of issue.The Noteholder may convert the whole or part of the convertible note into shares at conversion price of HK$0.2 from the date of issue up to the maturity date. During the six months ended 31 March 2023 the remaining outstanding convertible note with nominal value of HK$5000000 was converted into shares of the Company.The convertible note was matured on 31 October 2023. Details of movements in the convertible note during the six months ended 31 March 2024 are as follows: HK$’000 Liability component At 1 October 2023 (audited) 932 Reallocated to other payables upon maturity (932) At 31 March 2024 (unaudited) – 33HATCHER GROUP LIMITED 21. SHARE CAPITAL Number of shares Amount HK$’000 Ordinary shares of HK$0.01 each (before Share Consolidation) and HK$0.25 each (after Share Consolidation) Authorised: At 1 October 2022 (audited) 30 September 2023 (audited) and 1 October 2023 (audited) 2000000000 20000 Share Consolidation (Note a) (1920000000) – At 31 March 2024 (unaudited) 80000000 20000 Issued and fully paid: At 1 October 2022 (audited) 721200000 7212 Issue of consideration shares (Note b) 38640000 386 Conversion of convertible note (Note c) 25000000 250 Issue of settlement shares (Note d) 50144000 501 Issue of placing shares (Note e) 57000000 570 Exercise of shares options (Note f) 50000 1 At 30 September 2023 (audited) and 1 October 2023 (audited) 892034000 8920 Share Consolidation (Note a) (856352640) – At 31 March 2024 (unaudited) 35681360 8920 34INTERIM REPORT 2023-2024 Notes: (a) Pursuant to an ordinary resolution passed by the shareholders of the Company at an extraordinary general meeting held on 3 January 2024 every twenty-five issued and unissued shares of HK$0.01 each in the share capital of the Company were consolidated into one share of HK$0.25 each with effect from 5 January 2024 (the “Share Consolidation”).(b) On 1 November 2021 the Company issued and allotted 50000000 shares at HK$0.20 per share pursuant to the completion of acquisition of the entire issued shares of APECGIL.(c) In March 2022 the Company issued and allotted 125000000 shares at HK$0.20 per share pursuant to the exercise of the conversion rights attached to the convertible note in the principal amount of HK$25000000.In December 2022 the Company issued and allotted 25000000 shares at HK$0.20 per share pursuant to the exercise of the conversion rights attached to the convertible note in the principal amount of HK$5000000.(d) On 13 January 2023 the Company issued and allotted 50144000 shares at HK$0.70 per share for settlement of the promissory notes and all outstanding accrued interests pursuant to a deed of settlement entered on 23 December 2022.(e) On 10 February 2023 the Company issued and allotted 57000000 shares at HK$0.69 per share pursuant to a placing agreement entered on 13 January 2023.(f) On 21 June 2023 share options were exercised at the subscription price of HK$0.88 per share resulting in the issue of 50000 shares for proceeds of HK$44000.These shares rank pari passu with all existing shares in all respects. 35HATCHER GROUP LIMITED 22. BUSINESS COMBINATION On 1 November 2022 the Company acquired the entire issued shares of Earning Joy at a consideration of HK$38000000 which was settled by the issue of promissory notes.Following the acquisition Earning Joy has become a direct wholly-owned subsidiary of the Company. Earning Joy and its subsidiaries are principally engaged in the provision of accounting taxation and business consultancy services in the PRC. The acquisition was made to enhance the Group’s strategy of becoming an integrated one-stop financial services provider. 23. EQUITY-SETTLED SHARE-BASED PAYMENT TRANSACTIONS A share option scheme (the “Share Option Scheme”) was adopted by the Company and was effective on 4 May 2017. Unless otherwise cancelled or amended the Share Option Scheme will remain in force for a period of 10 years from the date of its adoption on 4 May 2017. The purpose of the Share Option Scheme is to enable the Group to grant options to selected participants as incentives or rewards for their contribution to the Group. Subject to the terms of the Share Option Scheme the Directors shall be entitled to make an offer of the grant of an option to subscribe for shares of the Company to any Directors employees of the Group consultants or advisers of the Group providers of goods and/or services to the Group customers of the Group holders of securities issued by any member of the Group or any other person who at the sole discretion of the Directors has contributed to the Group whom the Directors may select at its absolutediscretion. Details of the Share Option Scheme are set out in the section “STATUTORYAND GENERAL INFORMATION – D. SHARE OPTION SCHEME” of the prospectus of the Company dated 15 May 2017.Since the adoption of the Share Option Scheme and up to 31 March 2024 44600000 share options have been granted by the Company to the Directors and employees of the Group.During the Period no equity-settled share-based payment expenses (2023: approximately HK$23032000) for the Share Option Scheme were recognised in profit or loss.During the Period 23600 share options were cancelled and no share options were issued exercised or lapsed. At the time when the share options are subsequently exercised the amount previously recognised in share option reserve will be transferred to share premium. 36INTERIM REPORT 2023-2024 24. DIVIDENDS The Board did not recommend the payment of an interim dividend for the six months ended 31 March 2024 (2023: nil). 25. FAIR VALUE MEASUREMENTS The following presents the assets and liabilities measured at fair value or required to disclose their fair value in the Condensed Consolidated Financial Statements on arecurring basis across the three levels of the fair value hierarchy defined in HKFRS 13 “FairValue Measurement” with the fair value measurement categorised in its entirety based on the lowest level input that is significant to the entire measurement. The levels of inputs are defined as follows: * Level 1 (highest level): quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date; * Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly; * Level 3 (lowest level): unobservable inputs for the asset or liability. 37HATCHER GROUP LIMITED (a) Assets measured at fair value Fair value Financial assets Fair value as at hierarchy Valuation techniques 31 March 30 September 20242023 HK$’000 HK$’000 (Unaudited) (Audited) – Investments in listed equity 750 816 Level 1 Quoted prices in an active market securities classified as Designated FVOCI – Investments in listed equity 698 1360 Level 1 Quoted prices in an active market securities classified as financial assets at FVPL – Derivatives – unlisted options 332 332 Level 2 Derived from Black–Scholes issued by companies listed option pricing model overseas classified as financial assets at FVPL – Unlisted investments – payment 1464 1434 Level 3 Surrender cash value (including for life insurance policy classified guaranteed interest) reported by as financial assets at FVPL the financial institution on a regular basis – Investments in unlisted funds 31600 31600 Level 3 Asset approach classified as financial assets at FVPL – Investment in mobile applications 21400 21400 Level 3 Income approach classified as financial assets at FVPL – Investments in unlisted equity – 1764 Level 3 Adjusted net asset value as securities classified as financial reported by management assets at FVPL During the six months ended 31 March 2024 there were no transfers of fair value measurements between Level 1 and Level 2 (2023: nil) and no transfers into or out of Level 3 (2023: nil). 38INTERIM REPORT 2023-2024 Details of movements in the fair value measurements categorised as Level 3 of the fair value hierarchy during the six months ended 31 March 2024 are as follows: HK$’000 At 1 October 2023 (audited) 56198 Additions – Disposal (1764) Fair value change in profit or loss 30 At 31 March 2024 (unaudited) 54464 (b) Assets and liabilities with fair value disclosure but not measured at fair value The carrying amounts of financial assets and liabilities that are carried at amortised costs are not materially different from their fair values at the end of each reporting period. 39HATCHER GROUP LIMITED MANAGEMENT DISCUSSION AND ANALYSIS BUSINESS REVIEW 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 (“Licensed Business”); and (ii) non-licensed business on the provision of environmental social and governance (“ESG”) 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 (“Non-Licensed Business”).(i) Continuing Operations Licensed Business The Group’s Licensed Business is operated by the following wholly-owned subsidiaries of the Company: VBG Capital Limited A licensed corporation under the Securities and Futures (“VBG Capital”) Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”) to carry on Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities. The Group’s corporate finance advisory services include (i) acting as sponsor in IPO exercises advising companies on compliance requirements and acting as compliance adviser to l isted companies post-IPO; ( i i ) acting as financial adviser in transactions or compliance matters under the Rules Governing the Listing of Securities on the Stock Exchange the GEM Listing Rules and/or the Codes on Takeovers and Mergers and Share Buy-backs; and (iii) a c t i ng as i ndependen t f i n anc i a l adv i se r t o t he independent board commit tees and independent shareholders of listed companies. Through VBG Capital the Group acts as placing agent lead manager and/or underwriter in primary and/or secondary market equity fundraising exercises of listed companies.VBG Asset A licensed corporation under the SFO to carry on Type 4 Management (advising on securities) and Type 9 (asset management) Limited regulated activities. The Group’s asset management services include providing advisory services for equity securities fixed income securities real estate securities mutual funds and discretionary portfolio management services for professional clients. 40INTERIM REPORT 2023-2024 Corporate finance advisory business continues to be the core business of the Group’s Licensed Business. During the six months ended 31 March 2024 (the “Period”) corporate finance advisory business accounted for approximately 8.7% of the Group’s total revenue. The Group’s other Licensed Businesses namely (i) placing and underwriting services and (ii) asset management services accounted for approximately 23.3% and 0.1% of its total revenue during the Period respectively.Non-Licensed Business The Group’s Non-Licensed Businesses and operations in respect of the provision of business consulting services ESG advisory services corporate secretarial services accounting and taxation services risk management and internal control advisory services and human resources services are principally carried out under the Company’s wholly-owned subsidiaries in Hong Kong APEC GROUP INTERNATIONAL LIMITED and VBG Asia Limited; and the Company’s wholly-owned subsidiary in Canada Baron Global Financial Canada Ltd. Dur ing the Per iod bus iness consul t ing serv ices accounted for approximately 5.9% of the Group’s total revenue. The Group’s other Non-Licensed Business namely (i) accounting and taxation services (ii) corporate secretarial services (iii) ESG advisory services (iv) human resources services and (v) risk management and internal control advisory services accounted for approximately 39.7% 7.1% 4.2% 2.2% and 8.8% of its total revenue during the Period respectively.(ii) Discontinued Operations Licensed Business The Group’s Licensed Business classif ied as discontinued operations represents the securities brokerage and margin financing business operated by Wealth Link Securit ies Limited (“Wealth Link Securities”) a l icensed corporation under the SFO to carry on Type 1 (dealing in securities) and Type 4 (advising on securities) regulated activities for the period from 1 October 2022 to 23 December 2022. On 13 September 2021 the Company as seller entered into an agreement for the disposal of 85% equity interest in Wealth Link Securities (the “Disposal”). Completion of the Disposal took place on 23 December 2022. Immediately after completion of the Disposal Wealth Link Securities ceases to be a subsidiary of the Company and the financial result assets and liabilities of Wealth Link Securities will no longer be consolidated into the accounts of the Group. In December 2023 the Company disposed its remaining equity interest in Wealth Link Securities. 41HATCHER GROUP LIMITED Subscription of new shares under general mandate On 23 February 2024 the Company as issuer entered into a subscription agreement (the “Subscription Agreement”) with Mr. Gan Fanglun (“Mr. Gan”) as subscriber pursuant to which Mr. Gan conditionally agreed to subscribe for and the Company conditionally agreed to issue and allot an aggregate of 7136000 new shares of the Company at the subscription price of HK$1.40 per subscription share under the general mandate granted to the Directors by the shareholders of the Company at the annual general meeting held on 23 February 2024 (the “Subscription”). The aggregate nominal value of the subscription shares was HK$1784000. The closing price quoted on the Stock Exchange per ordinary share of the Company as at the date of the Subscription Agreement was HK$0.95. The net proceeds from the Subscription are approximately HK$10.0 mill ion and the net issue price was approximately HK$1.40 per subscription share. The Directors consider that the Subscription represents a good opportunity to strengthen the capital base of the Company. Completion of the Subscription had taken place as at the date of this report and the Company intended to apply the net proceeds from the Subscription as general working capital of the Group. Details of the Subscription were set out in the announcements of the Company dated 23 February 2024 and 22 May 2024.FINANCIAL REVIEW Continuing Operations Revenue The Group’s revenue was derived from two principal businesses namely Licensed Business and Non-Licensed Business.For the Period the Group recorded an increase in total revenue by approximately 11.9% to approximately HK$44.1 million (2023: approximately HK$39.4 million). The increase in revenue was mainly contributed by an increase in revenue generated from placing and underwriting services.Details of changes in the revenue derived from Licensed Business and Non-Licensed Business are analysed below.Licensed Business The revenue from Licensed Business increased by approximately HK$7.3 million or 107.4% to approximately HK$14.1 million for the Period (2023: approximately HK$6.8 million). The increase in revenue was primarily attributable to a combined effect of (i) a decrease in revenue from corporate finance advisory services of approximately HK$2.6 million; and (ii) an increase in revenue from placing and underwriting services of approximately HK$10.0 million during the Period. 42INTERIM REPORT 2023-2024 The decrease in revenue from corporate finance advisory services was mainly due to (i) a decrease in revenue generated from acting as financial adviser and as independent financial adviser of approximately HK$2.2 million; and (ii) a decrease in revenue generated from acting as sponsor of approximately HK$0.4 million for the Period.Non-Licensed Business The revenue from Non-Licensed Business decreased by approximately HK$2.7 million or 8.3% to approximately HK$30.0 million for the Period (2023: approximately HK$32.7 million). Such decrease was mainly due to a decrease in revenue generated from risk management and internal control advisory services and ESG advisory services.Other (loss) income net The Group’s other loss/income mainly represented government subsidies net gain/ loss on disposal of financial assets at FVPL and net unrealised gain/loss on financial assets at FVPL.The Group recorded other loss of approximately HK$2.1 million during the Period as compared to other income of approximately HK$4.6 million for the six months ended 31 March 2023. The change from other income to other loss is mainly attributable to (i) the recognition of net loss on disposal of financial assets at FVPL of approximately HK$1.9 million (2023: gain of approximately HK$1.8 million); (ii) the recognition of net unrealised loss on financial assets at FVPL of approximately HK$44000 (2023: gain of approximately HK$2.3 million); and (iii) the absence of receipt of government subsidies (2023: approximately HK$752000) during the Period. 43HATCHER GROUP LIMITED Administrative expenses and other operating expenses The Group’s administrative expenses and other operating expenses mainly comprised staff costs and related expenses depreciation of right-of-use assets and professional fees.The Group’s administrative expenses and other operating expenses decreased by approximately HK$13.5 million or approximately 19.5% from approximately HK$69.4 million for the six months ended 31 March 2023 to approximately HK$55.9 million for the Period. Such decrease was mainly attributable to a combined effect of (i) the absence of recognition of equity-settled share-based payment expenses during the Period (2023: approximately HK$23.0 million) in relation to the grant of share options by the Company under the Share Option Scheme; and (ii) an increase in placing and related expenses of approximately HK$7.9 million (2023: nil) during the Period in relation to placing and underwriting services provided by the Group.Finance costs The Group’s finance costs decreased to approximately HK$760000 for the Period from approximately HK$862000 for the six months ended 31 March 2023 mainly because no interest expenses were incurred on convertible note and promissory notes during the Period.Loss for the period As a result of foregoing the Group recorded a loss from continuing operations of approximately HK$15.4 million for the Period as compared to a loss of approximately HK$26.8 million for the six months ended 31 March 2023.Discontinued Operations The Group did not record any profit or loss from discontinued operations for the Period (2023: net profit of approximately HK$5.0 million) as completion of the Disposal had taken place in December 2022. 44INTERIM REPORT 2023-2024 MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURES The Group did not have any material acquisitions and disposals of subsidiaries associates and joint ventures during the Period.CHARGE ON ASSETS AND CONTINGENT LIABILITIES As at 31 March 2024 the Group’s obligation under finance lease was secured by the lessor’s title to the leased assets which had a carrying value of approximately HK$0.4 million (2023: approximately HK$1.0 million).Save as disclosed above the Group did not have any charges on its assets or material contingent liabilities as at 31 March 2024.EVENTS AFTER THE REPORTING PERIOD Save as disclosed above no material subsequent event has occurred in relation to the Company or the Group after 31 March 2024 and up to the date of approval of this report.PROSPECTS With an expected similar if not better business environment in 2024 compared to 2023 the Group will continue to seek business opportunities for our Licensed Business and Non-Licensed Business. Apart from the acquisition of Earning Joy 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. 45HATCHER GROUP LIMITED OTHER INFORMATION DIRECTORS’ AND CHIEF EXECUTIVES’ INTERESTS AND SHORT POSITIONS IN THE SHARES UNDERLYING SHARES AND DEBENTURES OF THE COMPANY AND ITS ASSOCIATED CORPORATIONS As at 31 March 2024 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: Long position in the shares (the “Shares”) or underlying shares of the Company Approximate Number of percentage of underlying the issued Shares held Total number share capital pursuant to of Shares and of the Capacity/ Number of share options underlying Company Name of Directors Nature of interest Shares held (Note 4) Shares held (Note 5) Mr. Li Man Keung Edwin Interests of controlled 6398800 200000 6598800 18.49% (“Mr. Li”) corporation/ (Note 1) Beneficial owner Mr. Hui Ringo Wing Kun Interests of controlled 700000 200000 900000 2.52% (“Mr. Hui”) corporation/ (Note 2) Beneficial owner Mr. Yeung Chun Yue Interests of controlled 1320000 200000 1520000 4.26% David (“Mr. Yeung”) corporation/ (Note 3) Beneficial owner Mr. William Robert Beneficial owner – 8000 8000 0.02% Majcher Mr. Ho Lik Kwan Luke Beneficial owner – 8000 8000 0.02% Mr. Lau Pak Kin Patric Beneficial owner – 8000 8000 0.02% 46INTERIM REPORT 2023-2024 Notes: (1) These 6398800 Shares include 4549200 Shares held by Tanner Enterprises Group Limited (“Tanner Enterprises”) a company incorporated in the British Virgin Islands (the “BVI”) 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. In addition Mr. Li beneficially owns 1849600 Shares. (2) These 700000 Shares are held by Bright Music Limited (“Bright Music”) a company incorporated in the BVI and wholly owned by Mr. Hui. Therefore Mr. Hui is deemed to be interested in all the Shares held by Bright Music for the purpose of the SFO. (3) These 1320000 Shares are held by GREAT WIN GLOBAL LIMITED (“Great Win”) a company incorporated in the BVI and wholly owned by Mr. Yeung. Therefore Mr. Yeung is deemed to be interested in all the Shares held by Great Win for the purpose of the SFO. (4) These share options were granted by the Company to the Directors on 30 December 2022 under the Share Option Scheme. The number of share options had been adjusted following the effective date of the Share Consolidation. (5) The approximate percentage of shareholdings is based on 35681360 Shares in issue as at 31 March 2024.Save as disclosed above as at 31 March 2024 none of the Directors and chief executives of the Company and/or any of their respective associates had any interests and short positions in the shares underlying shares and debentures of the Company and/or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept by the Company under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to Part XV of the SFO or the GEM Listing Rules.DIRECTORS’ RIGHTS TO ACQUIRE SHARES OR DEBENTURESSave as disclosed under the sections headed “DIRECTORS’ AND CHIEFEXECUTIVES’ INTERESTS AND SHORT POSITIONS IN THE SHARES UNDERLYING SHARES AND DEBENTURES OF THE COMPANY AND ITSASSOCIATED CORPORATIONS” above and “SHARE OPTION SCHEME” below neither the Company nor any of its subsidiaries or associated corporations was a party to any arrangement to enable the Directors and chief executives of the Company (including their respective spouse and children under 18 years of age) to acquire benefits by means of the acquisition of the shares or underlying shares in or debentures of the Company or any of its associated corporations at any time during the Period. 47HATCHER GROUP LIMITED SUBSTANTIAL SHAREHOLDERS’ AND OTHER PERSONS’ INTERESTS AND SHORT POSITIONS IN THE SHARES AND UNDERLYING SHARES As at 31 March 2024 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 or underlying shares of the Company Approximate percentage of Total number the issued Number of of Shares and share capital of Name of substantial Number of underlying underlying the Company shareholder Capacity Shares held Shares held Shares held (Note 2) Tanner Enterprises Beneficial owner 4549200 – 4549200 12.75% (Note 1) Notes: (1) Tanner Enterprises is a company incorporated in the BVI and wholly owned by Mr. Li an executive Director. Under the SFO Mr. Li is deemed to be interested in all the Shares held by Tanner Enterprises. (2) The approximate percentage of shareholdings is based on 35681360 Shares in issue as at 31 March 2024.Save as disclosed above the Directors were not aware of any other persons other than the Directors or chief executives of the Company who held any interests or short positions in the shares and/or underlying shares of the Company as at 31 March 2024 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.SHARE OPTION SCHEME The Company had adopted a share option scheme (the “Share Option Scheme”) by the resolutions in writing of the sole shareholder of the Company passed on 4 May 2017. Unless otherwise cancelled or amended the Share Option Scheme will remain in force for a period of 10 years from the date of its adoption. 48INTERIM REPORT 2023-2024 49 On 30 December 2022 an aggregate of 44600000 share options were granted to the Directors and employees of the Group.Following the Share Consolidation as at 31 March 2024 there were 1767600 (2023: 44600000) outstanding share options in aggregate which have been vested and are issuable for 1767600 Shares under the Share Option Scheme.Details of the movements in share options under the Share Option Scheme during the six months ended 31 March 2024 were as follows: Number of share options Exercise price Exercise price Outstanding Outstanding per share per share as at Granted Exercised Lapsed Cancelled Adjustment as at before Share after Share Name or category of 1 October during during during during upon Share 31 March Consolidation Consolidation grantees Date of grant Exercise period Vesting date 2023 the Period the Period the Period the Period Consolidation 2024 (HK$) (HK$) (Note 1) (Note 2) (Note 2) Directors/Substantial shareholder Li Man Keung Edwin 30 December 2022 30 December 2022 to Vested on date of grant 5000000 – – – – (4800000) 200000 0.88 22 29 December 2032 Hui Ringo Wing Kun 30 December 2022 30 December 2022 to Vested on date of grant 5000000 – – – – (4800000) 200000 0.88 22 29 December 2032 Yeung Chun Yue David 30 December 2022 30 December 2022 to Vested on date of grant 5000000 – – – – (4800000) 200000 0.88 22 29 December 2032 William Robert Majcher 30 December 2022 30 December 2022 to Vested on date of grant 200000 – – – – (192000) 8000 0.88 22 29 December 2032 Ho Lik Kwan Luke 30 December 2022 30 December 2022 to Vested on date of grant 200000 – – – – (192000) 8000 0.88 22 29 December 2032 Lau Pak Kin Patric 30 December 2022 30 December 2022 to Vested on date of grant 200000 – – – – (192000) 8000 0.88 22 29 December 2032 Sub-total 15600000 – – – – (14976000) 624000 Employees In aggregate 30 December 2022 30 December 2022 to Vested on date of grant 28700000 – – – (23600) (27532800) 1143600 0.88 22 29 December 2032 Total 44300000 – – – (23600) (42508800) 1767600HATCHER GROUP LIMITED Notes: (1) The closing price of the Shares on the trading day immediately before the grant date was HK$0.90 per Share. (2) As a result of the Share Consolidation which became effective on 5 January 2024 the exercise price per share and the number of outstanding share options granted under the Share Option Scheme have been adjusted accordingly. (3) The number of Shares that may be issued in respect of the share options granted under the Share Option Scheme during the Period divided by the weighted average number of Shares in issue for the Period was zero. (4) The number of share options available for grant under the Share Option Scheme at 1 October 2023 and 31 March 2024 was 6720000 and 268800 respectively.PURCHASE SALE OR REDEMPTION OF THE LISTED SECURITIES OF THE COMPANY Save for the Subscription neither the Company nor any of its subsidiaries purchased sold or redeemed any of the listed securities of the Company during the Period and up to the date of this report.COMPETING INTERESTS As at 31 March 2024 none of the Directors substantial shareholders of the Company and their respective associates (as defined in the GEM Listing Rules) has any interest in a business which competes or is likely to compete either directly or indirectly with the business of the Group or has or may have any other conflict of interests with the Group during the Period. 50INTERIM REPORT 2023-2024 CORPORATE GOVERNANCE CODE During the Period the Company had applied the principles and complied with all applicable code provisions of the Corporate Governance Code (the “CG Code”) as set out in Appendix C1 to the GEM Listing Rules.DIRECTORS’ SECURITIES TRANSACTIONS The Company has adopted Rules 5.48 to 5.67 of the GEM Listing Rules as the codeof conduct for dealing in securities of the Company by the Directors (the “RequiredStandard of Dealings”). Having made specific enquiries to all the Directors each of them has confirmed that they have complied with the Required Standard of Dealings throughout the Period and up to the date of this report.AUDIT COMMITTEE The audit committee of the Company (the “Audit Committee”) has been established with written terms of reference in compliance with Rules 5.28 and 5.29 of the GEM Listing Rules and code provision D.3.3 of Part 2 of the CG Code. The Audit Committee currently comprises three independent non-executive Directors namely Mr. Ho Lik Kwan Luke as the chairman of the Audit Committee 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 f inancial report ing process the r isk management and internal control systems of the Group and the monitoring of continuing connected transactions.The Audit Committee has reviewed the unaudited results of the Group for the Period and is of the opinion that the preparation of such results has complied with applicable accounting standards and the GEM Listing Rules and that adequate disclosures have been made. 51HATCHER GROUP LIMITED BOARD OF DIRECTORS As at the date of this report the Directors are: 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 By Order of the Board Hatcher Group Limited Hui Ringo Wing Kun Executive Director Hong Kong 31 May 2024 52