Synagistics (SYNAGISTICS) Keeps Share Count Flat in August; Warrants, Options and Earn-out Pool Signal Up to 90.10 Million Potential New Shares

Bulletin Express09-04

Key Takeaways 1. No change in authorised or issued share capital during August 2026; issued shares remain at 466.62 million. 2. Public float comfortably above the 25% Main Board requirement. 3. Equity overhang stems from 15.82 million warrants, 25.77 million share-option pool, 52.10 million earn-out shares and 4.32 million RSUs.

Share Capital Stability Synagistics Limited reported an unchanged authorised share capital of 1.10 billion ordinary shares (par value HKD 0.0001) and a static issued base of 466.62 million shares for the month ended 31 August 2026. Treasury share balance remained nil.

Public Float The company confirmed compliance with the Hong Kong Stock Exchange’s 25% minimum float threshold as at month-end.

Equity Incentive and Dilution Inventory • Share Option Scheme: 556,600 options outstanding; none exercised in August. The scheme still carries authority for up to 25.77 million shares. • Warrants: – Successor SPAC Warrants (stock code 02461): 120,750 units outstanding, exercisable from 29 Nov 2024 to 30 Oct 2029 at HKD 11.50 per share on a cashless basis (maximum 0.50 share per warrant). – Successor Promoter Warrants: 15.70 million units, exercisable from 30 Oct 2025 to 30 Oct 2029 on identical terms. No warrant exercises occurred during the month. • Earn-out Arrangement: Up to 52.10 million founder earn-out shares may be issued between the first anniversary of the 30 Oct 2024 closing and 30 Oct 2029, contingent on performance terms. • Share Award Scheme: 4.32 million restricted share units (RSUs) remain outstanding.

Convertible Securities The issuer reported no convertible bonds or similar instruments.

Fully Diluted Context If all outstanding or reserve instruments were settled at maximum allowable levels, an additional 90.10 million shares could be issued, implying a potential future share count of approximately 556.72 million. Timing and conditional triggers vary across instruments and no issuances occurred in August.

Compliance Statement The filing confirms all authorisations and regulatory conditions for existing securities are in place, with no breaches of Hong Kong listing rules reported during the period.

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