香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何 部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本公告僅供參考之用，並不構成收購、購買或認購本公司證券之邀請或要約。 進一步延遲寄發有關 (1)建議股本重組；及 (2)建議按於記錄日期 每持有一股經調整股份 獲發一股供股股份的基準 以非包銷基準進行供股之通函 本公司之財務顧問 （於百慕達註冊成立之有限公司） （股份代號：482） Sandmartin International Holdings Limited 聖馬丁國際控股有限公司* 茲提述聖馬丁國際控股有限公司（「本公司」）日期為二零二五年十月二十四日之公告 （「該公告」），內容有關（其中包括）股本重組及供股，以及日期為二零二五年十一月 十四日之公告（「該延遲公告」），內容有關延遲寄發通函。除文義另有所指外，本公告 所用詞彙與該公告所界定者具有相同涵義。 * 僅供識別 1 延遲寄發通函 誠如該延遲公告所披露，載有（其中包括）(i)股本重組詳情；(ii)供股及其項下擬進行 交易；(iii)獨立董事 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何 部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 本公告僅供參考之用，並不構成收購、購買或認購本公司證券之邀請或要約。 （於百慕達註冊成立之有限公司） （股份代號：482） Sandmartin International Holdings Limited 聖馬丁國際控股有限公司* 延遲寄發有關 (1)建議股本重組；及 (2)建議按於記錄日期 每持有一股經調整股份 獲發一股供股股份的基準 以非包銷基準進行供股之通函 本公司之財務顧問 茲提述聖馬丁國際控股有限公司（「本公司」）日期為二零二五年十月二十四日之公 告，內容有關（其中包括）股本重組及供股（「該公告」）。除文義另有所指外，本公告所 用詞彙與該公告所界定者具有相同涵義。 1 * 僅供識別 延遲寄發通函 誠如該公告所披露，載有（其中包括）(i)股本重組詳情；(ii)供股及其項下擬進行交 易；(iii)獨立董事委員會就供股致獨立股東的推薦建議函件；(iv)獨立財務顧問就供 股致獨立董事委員會及獨立股東 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或 因倚賴該等內容而引致的任何損失承擔任何責任。 （於百慕達註冊成立之有限公司） （股份代號：482） 股東週年大會續會投票表決結果 董事會謹此宣佈，刊載於通告內各項提呈之決議案（「決議案」）已於二零二五年十一月十 日舉行之股東週年大會續會上以按股數投票表決方式獲股東正式通過為本公司之普通決議案。 決議案的全文載列於通告內，其複本載列於通函內。於股東週年大會續會上各項提呈之決議 案的投票表決結果如下: | | 普通決議案 | 票數(佔%)(附註) | | | --- | --- | --- | --- | | | | 贊成 | 反對 | | 1. | 考慮及接納截至二零二四年十二月三十一日止 年度的本公司經審核綜合財務報表及董事會與 | 613,870,033 (100%) | 0 (0%) | | | 核數師報告。 | | | | 2. | 續聘香港立信德豪會計師事務所有限公司為本 | 613,870,033 | 0 | | | 公司核數師並授權本公 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年10月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 聖馬丁國際控股有限公司 呈交日期: 2025年11月5日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00482 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.1 | HKD | | 1,000,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.1 | HKD | | 1,000,000,000 ...

(Incorporated in Bermuda with limited liability) ( 於百慕達註冊成立之有限公司 ) (Stock Code 股份代號: 482) N O T I F I C AT I O N L E T T E R 通 知 信 函 本公司的本次公司通訊文件的中、英文版本已上載於本公司網 站 www.sandmartin.com.hk 及 香 港 交 易 及 結 算 所 有 限 公 司 網 站 （「 香 港 交 易 所 網 站 」） www.hkexnews.hk（「網站版本」），本公司建議 閣下閱覽本公司本次及日後公司通訊( 附 註 2)的網站版本。 Dear Non-registered Shareholder(Note 1) , Sandmartin International Holdings Limited (the "Company") – Notice of Publication of 2025 Interim Report (collectively "Current Corporate Communications") The English and Chi ...

N O T I F I C AT I O N L E T T E R 通 知 信 函 Dear Registered Shareholder, Sandmartin International Holdings Limited (the "Company") – Notice of Publication of 2025 Interim Report (collectively "Current Corporate Communications") The English and Chinese versions of the Company's Current Corporate Communications are available on the Company's website at www.sandmartin.com.hk and the website of The Stock Exchange of Hong Kong Limited (the "HKEx's website") at www.hkexnews.hk respectively (the "Website Version"). ...

Revenue and Profitability - The Group's revenue decreased, but the gross profit margin improved from 8.73% for the six months ended June 30, 2024, to 11.60% for the six months ended June 30, 2025[25]. - The gross profit margin of the Group increased from 8.73% for the six months ended June 30, 2024, to 11.60% for the six months ended June 30, 2025, due to improved product profitability in the media entertainment platform segment[28]. - Revenue for the six months ended June 30, 2025, was HK$225,269,000, a decrease of 27.8% compared to HK$312,076,000 in 2024[174]. - Gross profit for the same period was HK$26,140,000, down 4.1% from HK$27,255,000 in 2024[174]. - Loss for the period attributable to owners of the Company was HK$40,161,000, a significant decline from a profit of HK$17,995,000 in 2024[175]. - Basic and diluted loss per share for the period was HK$3.26, compared to earnings of HK$1.46 per share in 2024[175]. - Total comprehensive income for the period was a loss of HK$44,900,000, compared to a loss of HK$3,938,000 in the previous year[175]. Revenue by Segment - The media entertainment platform related products segment experienced a revenue decline of approximately 65.71% compared to the same period in 2024[25]. - Revenue from media entertainment platform related products decreased by approximately 65.71%, from approximately HK$70.3 million for the six months ended June 30, 2024, to approximately HK$24.1 million for the six months ended June 30, 2025[29][31]. - Revenue from other multimedia products slightly decreased by approximately 0.25%, from approximately HK$43.5 million for the six months ended June 30, 2024, to approximately HK$43.4 million for the six months ended June 30, 2025[32][36]. - Revenue from satellite TV equipment and antenna products decreased from approximately HK$198.3 million for the six months ended June 30, 2024, to approximately HK$157.8 million for the six months ended June 30, 2025, representing a decline[41]. - Revenue from Asia increased by approximately 9.4%, from approximately HK$63.9 million for the six months ended June 30, 2024, to approximately HK$69.9 million for the six months ended June 30, 2025[48][49]. - Revenue from Europe decreased by approximately 31.8%, from approximately HK$44.0 million for the six months ended June 30, 2024, to approximately HK$30.0 million for the six months ended June 30, 2025[48][49]. - Revenue from the Middle East increased by approximately 30.0%, from approximately HK$8.0 million for the six months ended June 30, 2024, to approximately HK$10.4 million for the six months ended June 30, 2025[48][49]. - Revenue from North America for the six months ended June 30, 2025 was approximately HK$113.2 million, a decrease of approximately 40.2% from HK$189.2 million in the prior year, accounting for approximately 50.2% of total revenue[56]. - Revenue from South America for the six months ended June 30, 2025 was approximately HK$1.6 million, down approximately 76.5% from HK$6.8 million in the previous year, representing about 0.7% of total revenue[56]. Financial Position and Cash Flow - Loss attributable to owners of the Company was approximately HK$40.2 million for the six months ended 30 June 2025, compared to a profit of approximately HK$18.0 million for the same period in 2024[60]. - The Group's finance costs for the six months ended 30 June 2025 were approximately HK$14.2 million, an increase from approximately HK$13.5 million in the prior year[62]. - As at 30 June 2025, the Group's total borrowings were approximately HK$395.0 million, slightly down from approximately HK$398.1 million as of 31 December 2024[76]. - The Group's current ratio as of 30 June 2025 was 0.63, compared to 0.65 as of 31 December 2024[75]. - The trade and bills receivables as of 30 June 2025 were approximately HK$71.5 million, down from approximately HK$90.2 million as of 31 December 2024[70]. - The average turnover days for trade receivables were 66 days for the six months ended 30 June 2025, compared to 65 days in the previous year[70]. - The Group's capital-to-debt ratio improved from approximately 46.28% as of December 31, 2024, to about 44.38% as of June 30, 2025[79]. - The Group's bank deposits used as collateral for general bank credit amounted to approximately HK$6.3 million, up from HK$4.6 million as of December 31, 2024[80]. - The outstanding guarantees to the bank for mortgage arrangements amounted to RMB121.536 million (approximately HK$133.263 million) as of the end of the reporting period[84]. - The Group's existing loans that were past due amounted to US$138.06 million as of June 30, 2025, comprising a principal amount of US$71.298 million and accrued interest of US$66.762 million[98]. - The Group's financial statements have been prepared on a going concern basis, despite the material uncertainties identified[199]. - The Group's ability to renew bank and other borrowings is critical for maintaining its going concern status[200]. Strategic Initiatives and Future Outlook - The Group is committed to identifying effective avenues for future business growth and exploring opportunities to strengthen its revenue base and long-term profitability[20]. - The Group aims to diversify its income sources by identifying business opportunities in emerging markets and other sectors[15]. - The Group is mitigating the impacts of the China-US trade war by sourcing from suppliers in Southeast Asia to avoid excessive tariffs imposed by the US on products from China[14]. - The Group has been outsourcing production to suppliers in Vietnam since 2018 and has progressively wound down its own production facilities[19]. - A joint venture agreement was entered into in July 2023 with Guangdong Huasuan International Industrial Park Investment Development Co., Ltd. for the redevelopment of the Group's industrial land into a precision intelligent manufacturing center[19]. - The joint venture will redevelop the land into a precision intelligent manufacturing center and R&D innovation hub, with the Group contributing the land and Huasuan funding the redevelopment costs[117]. - The Group will retain 20% of the total gross floor area and corresponding revenue from new buildings, while Huasuan will receive 80%[118]. - The redevelopment project is currently in progress, with ongoing funding needs being closely monitored by both parties[119]. Corporate Governance and Compliance - The Group emphasized the importance of good corporate governance practices to enhance shareholder value[155]. - The Company confirmed compliance with the Model Code for securities transactions by Directors throughout the six months ended June 30, 2025[160]. - No incidents of non-compliance were noted by the Company for the six months ended June 30, 2025[160]. - The Company maintained the prescribed public float under the Listing Rules as of the date of the interim report[167]. - There were no competing interests or conflicts of interest reported among Directors or controlling Shareholders for the six months ended June 30, 2025[162]. Shareholding and Capital Structure - As of June 30, 2025, Mr. Hung Tsung Chin holds 140,000,000 shares, representing 11.38% of the issued share capital of the Company[137]. - The total number of issued shares as of June 30, 2025, is 1,230,403,725[137]. - First Steamship Company Limited is a substantial shareholder with 473,869,283 shares, accounting for 38.51% of the issued share capital[148]. - Legacy Trust Company Limited holds 187,118,394 shares, which is 15.21% of the issued share capital[148]. - Chen Ming-Jieh owns 120,000,000 shares, representing 9.75% of the issued share capital[148]. - The shares held by Metroasset Investments Limited are also attributed to Mr. Hung Tsung Chin, who beneficially owns 45.09% of that corporation[137]. - The Company has established service contracts with all directors for a maximum term of three years[134]. Employment and Workforce - The Group employed a total of 872 full-time employees as of June 30, 2025, down from 1,116 as of December 31, 2024[129].

Core Viewpoint - Saint Martin International (00482) has proposed a capital restructuring plan involving share consolidation, capital reduction, share split, and share premium reduction to offset accumulated losses and improve its financial position [1][2] Group 1: Capital Restructuring Details - The proposed share consolidation will merge every 10 existing shares with a par value of HKD 0.10 into 1 share with a par value of HKD 1.00, with any fractional shares being cancelled [1] - The capital reduction will involve cancelling any fractional shares resulting from the consolidation and reducing the par value of each consolidated share from HKD 1.00 to HKD 0.10 [1] - Following the capital reduction, the company will split each unissued consolidated share with a par value of HKD 1.00 into 10 shares with a par value of HKD 0.10 [1] - The share premium account will be reduced to zero as part of the restructuring [1] Group 2: Fundraising and Loan Repayment - After the capital restructuring takes effect, the company plans to conduct a rights issue at a subscription price of HKD 0.75 per share, offering 123,040,372 shares to raise approximately HKD 92.3 million [2] - The maximum net proceeds from the rights issue are expected to be around HKD 90.2 million, with approximately HKD 69.1 million allocated for repaying principal on loans and HKD 21.1 million for repaying outstanding interest on Loan B [2]

Core Viewpoint - St. Martin International (00482) proposes a capital restructuring plan involving share consolidation, capital reduction, share split, and share premium reduction to offset accumulated losses and improve financial standing [1][2] Group 1: Capital Restructuring Details - The company plans to consolidate every 10 existing shares with a par value of HKD 0.10 into 1 share with a par value of HKD 1.00, with any fractional shares resulting from the consolidation being cancelled [1] - A capital reduction will occur by cancelling any fractional shares from the consolidated shares and reducing the par value of each issued consolidated share from HKD 1.00 to HKD 0.10 [1] - Following the capital reduction, the company will split each unissued consolidated share with a par value of HKD 1.00 into 10 shares with a par value of HKD 0.10 [1] - The share premium account will be reduced to zero as part of the restructuring [1] Group 2: Fundraising and Debt Repayment - After the capital restructuring, the company plans to conduct a rights issue at a subscription price of HKD 0.75 per share, offering 123,040,372 shares to raise approximately HKD 92.3 million [2] - The maximum net proceeds from the rights issue are estimated to be around HKD 90.2 million, with approximately HKD 69.1 million allocated for repaying principal on loans and HKD 21.1 million for repaying outstanding interest on Loan B [2]

Core Viewpoint - Saint Martin International (00482.HK) announced a share consolidation, where every ten existing shares with a par value of HKD 0.10 will be consolidated into one share with a par value of HKD 1.00 [1] Group 1: Share Consolidation - The company will consolidate its issued and unissued shares, resulting in the cancellation of any fractional shares arising from the consolidation [1] Group 2: Rights Issue - Following the capital restructuring, the company plans to conduct a rights issue at a subscription price of HKD 0.75 per share, offering one rights share for every adjusted share held on the record date [1] - The rights issue aims to raise approximately HKD 92.3 million by issuing 123,040,372 rights shares to eligible shareholders [1] - Eligible shareholders will have the right to apply for additional rights shares beyond their respective allocations [1]