Hatcher Group Limited announced that on 25 September 2026 it signed a sale-and-purchase agreement to acquire the entire issued share capital of Noah Ark International Group Limited (“Target Company”) from Ark Invest Holdings for HK$30.00 million.
Transaction structure • Consideration: HK$30.00 million, to be settled by issuing unsecured promissory notes of equal face value to the vendor. • Promissory notes: 5% annual interest, two-year maturity, transferable with the Company’s consent, and redeemable early in minimum tranches of HK$1.00 million without additional interest after repayment. • Conditions precedent include receipt of all necessary consents/approvals and accuracy of vendor warranties, with a long-stop date of 31 December 2026. Completion is targeted within seven business days after conditions are met.
Strategic rationale The Target Company, through its Hong Kong subsidiary Pan-asia Fengtai International Finance Corporation Limited, provides corporate solutions spanning strategic planning, market analysis and internal-control advisory. Management expects the acquisition to broaden Hatcher Group’s existing suite of ESG, corporate finance, secretarial, and consultancy services, deepen market penetration in Hong Kong and Mainland China, and position the Group to benefit from the Target Company’s ongoing application for a NASDAQ listing.
Valuation and pricing Hatcher benchmarked the purchase price against four listed peers with similar business profiles. Peer price-to-earnings (P/E) multiples ranged from 10.56x to 83.46x (average 47.01x), while price-to-sales (P/S) multiples ranged from 1.95x to 4.41x (average 2.93x). Applying these ranges to the Target Company’s FY 2026 net profit of HK$2.80 million and revenue of HK$16.90 million—after a 15.70% lack-of-marketability discount and a 38.40% control premium—produced valuation bands of HK$34.49 million–HK$272.64 million (P/E basis) and HK$38.43 million–HK$87.00 million (P/S basis). The agreed HK$30.00 million price lies modestly below the lower end of both bands.
Target financial snapshot FY 31 Mar 2026 (unaudited): • Revenue: HK$16.90 million (FY 2025: HK$1.29 million) • Profit after tax: HK$2.80 million (FY 2025: HK$0.67 million) • Net assets: HK$7.85 million
Regulatory position Under GEM Listing Rules, the deal is classified as a discloseable transaction (applicable percentage ratio >5% but <25%), triggering announcement and reporting requirements without the need for shareholder approval.
Risk disclosure Completion is contingent on satisfying the agreement’s conditions precedent; therefore, the acquisition may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in Hatcher Group shares.
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