Unity Group Holdings International Limited (UNITY GP HLDGS) will allot and issue 50.00 million new shares at HK$0.40 each to Synergy Green Technology Limited (the “Vendor”) to offset HK$20.00 million of outstanding consideration under the January 2025 acquisition of Synergy Cooling Management Limited.
The share issue—termed the “Capitalisation”—forms part of a supplemental agreement signed on 6 August 2026 between Synergy Group Worldwide Limited (a wholly-owned subsidiary of UNITY GP HLDGS) and the Vendor. Post-capitalisation, the unpaid balance of the HK$200.00 million purchase price will shrink from HK$30.86 million to HK$10.86 million, with the final repayment deadline unchanged at 30 June 2030.
Key terms and dilution impact • Number of shares: 50.00 million new ordinary shares (“Capitalisation Shares”). • Issue price: HK$0.40 per share, reflecting a 19.40% premium to the 6 August 2026 closing price of HK$0.335 and a 14.94% premium to the five-day average of HK$0.348. • Dilution: The Capitalisation Shares equal 1.41% of the current 3.54 billion issued shares and 1.39% of the enlarged share base. • Nominal value: HK$500,000 in aggregate. • Net issue price: approximately HK$0.398 per share after professional fees. • Funding: no cash proceeds; consideration will be set off against the Vendor’s receivable.
Mandate and approvals The issuance will utilise the company’s existing General Mandate, which permits up to 688.82 million new shares; 638.82 million shares will remain available post-transaction. Listing approval for the new shares from the Hong Kong Stock Exchange is a key condition precedent, alongside any other regulatory consents. Completion is targeted on or before 31 August 2026.
Strategic rationale Management expects the share-for-debt swap to: 1. Lower immediate cash outflow and repayment pressure. 2. Strengthen the balance sheet by reducing liabilities and increasing equity, thereby improving the Group’s gearing profile. 3. Preserve cash for ongoing expansion in energy-saving systems leasing, energy-efficient product trading and AI technology services.
Connected-party context Because the Vendor is 99.88% owned by Mr. Cheung Wai Man Stephen, a director of the Target Company and its subsidiaries, the transaction is classified as a connected transaction at the subsidiary level under Chapter 14A of the Listing Rules. It is subject to reporting and announcement requirements but exempt from shareholder approval due to availability of the General Mandate and Board confirmation of fair terms.
Recent capital-raising activity In May and July 2026 the company issued US$5.00 million in convertible bonds, fully applied to energy-saving projects in Malaysia and general working capital. No other equity fund-raisings occurred in the past 12 months.
Cautionary note Completion of the Capitalisation remains conditional on Stock Exchange approval for listing of the new shares; there is no assurance the transaction will proceed as planned. Investors should exercise caution when dealing in UNITY GP HLDGS shares.