Hatcher Group to Purchase 20 % of Aphinex AI for HK$10.00 million via Share Issuance

Bulletin Express09-14

Hatcher Group Limited (Hatcher) disclosed that it signed a sale-and-purchase agreement on 14 September 2026 to acquire 20 % of Hong Kong-based Aphinex AI Limited from founder Mr. Yip Wai Lam for a total consideration of HK$10.00 million.

The consideration will be settled entirely through the issue of 12.82 million new Hatcher shares at HK$0.78 each, utilising the company’s existing general mandate. The new shares equate to 6.45 % of Hatcher’s current issued share capital and 6.06 % on an enlarged basis. The issue price represents a 0.65 % premium to the 14 September 2026 close of HK$0.775, a 0.26 % discount to the five-day average of HK$0.782 and a 0.65 % premium to the ten-day average of HK$0.775.

The deal values Aphinex AI at approximately HK$50.00 million (US$6.40 million), well below a peer valuation range stretching from US$50 million to US$11 billion for comparable vertical artificial-intelligence developers. Hatcher’s board therefore deems the terms “fair and reasonable.”

Aphinex AI, incorporated on 5 August 2026, develops AI engines tailored to professional-services workflows. Current products—Press AI, ESG AI and Accounting AI—are already deployed in live client engagements. Revenue is expected to be generated through contracts that grant professional-service firms access to the engines in return for a share of job fees plus a profit-share component.

Completion is conditional on satisfactory due diligence, Stock Exchange approval for the share listing, warranty compliance and other necessary consents. The long-stop date is 31 December 2026. Upon completion, Aphinex AI will become an associate of Hatcher.

Post-transaction, Tanner Enterprises Group Limited remains Hatcher’s largest shareholder with 39.21 %, while the vendor will hold 6.06 % through the newly issued shares. The acquisition constitutes a discloseable transaction under Chapter 19 of the GEM Listing Rules, requiring announcement but not shareholder approval. The company cautions that the deal may not proceed if conditions precedent are unmet.

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