Hatcher Group Limited (Hatcher Group) has agreed to purchase a 51% stake in Hong Kong–based Eversharp Group Limited for HK$10.00 million, settling the entire consideration through the issue of 10.00 million new shares at HK$1.00 each. The shares, representing 5.03% of Hatcher Group’s existing share capital (4.79% post-issue), will be allotted under the company’s general mandate and will be subject to a 24-month lock-up by the vendor, Dr. Tang Wan Hoi.
Key deal terms • Target stake: 51% of Eversharp (5,100 shares). • Consideration: HK$10.00 million, payable exclusively in new Hatcher Group shares. • Profit guarantee: Minimum aggregate net profit of HK$18.00 million over three periods ending 30 September 2029 (HK$5.00 million, HK$6.00 million and HK$7.00 million, respectively). Shortfalls, multiplied by Hatcher’s 51% holding, must be settled in cash by the vendor within two months of each audited period. • Conditions precedent: satisfactory due diligence, settlement of shareholder loans, Stock Exchange approval for share listing, no material warranty breaches, and receipt of all requisite consents. • Deadline: If conditions are unmet or unwaived by 16 October 2026, the agreement lapses automatically.
Target profile Eversharp provides overseas immigration, education, trust and investment advisory services across Australia, the UK, the US and Canada. Audited IFRS financials show: – Revenue: HK$4.92 million (FY Mar-2024); HK$7.03 million (FY Mar-2025) – Net profit after tax: HK$0.39 million (FY Mar-2024); HK$0.24 million (FY Mar-2025) – Net assets: HK$3.30 million (31 Mar 2024); HK$3.50 million (31 Mar 2025)
Strategic rationale Management expects the acquisition to broaden Hatcher Group’s service scope beyond its existing corporate finance, ESG, business consultancy and professional services portfolio. Overlapping high-net-worth client bases are seen as a source of cross-selling opportunities, leveraging Eversharp’s expertise in overseas advisory and trust services to complement Hatcher Group’s financial advisory offerings.
Regulatory classification The transaction constitutes a discloseable transaction under Chapter 19 of the GEM Listing Rules, with the highest applicable percentage ratio exceeding 5% but below 25%. No shareholder circular or approval is required. Completion remains subject to the satisfaction or waiver of the stated conditions, and investors are advised to exercise caution when dealing in Hatcher Group shares.
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