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]

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。 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。 （於百慕達註冊成立之有限公司） Sandmartin International Holdings Limited 聖馬丁國際控股有限公司* （股份代號：482） (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 本公司之財務顧問 建議股本重組 董事會建議以下列方式進行股本重組： (i) 股份合併，據此，每十(10)股每股面值0.10港元的已發行及未發行現有股份將 合併為一(1)股每股面值1.00港元的合併股份（股份合併可能產生的本公司已 發行股本中的任何零碎股份將予註銷）； * 僅供識別 1 股本重組須待本公告「股本重組的條件」一節所載的條件獲達成後方可作實。 建議供股 本公司建議，待（其中包括）股本重組生效後，以認購價每股供股股份0.75港元，按 於記錄日期每持有一 ...

Summary of Key Points Group 1: 52-Week Highs - A total of 45 stocks reached their 52-week highs as of October 23, with notable performers including Base Champion Group (08460) at 234.56%, Tianjin Chuangye Environmental Protection Co., Ltd. (01065) at 136.88%, and Liji Engineering Holdings (01690) at 80.26% [1] - The closing prices and peak prices for the top three stocks are as follows: Base Champion Group closed at 0.250 with a peak of 0.455, Tianjin Chuangye at 4.880 with a peak of 10.020, and Liji Engineering at 0.105 with a peak of 0.137 [1] Group 2: 52-Week Lows - The report also highlighted stocks that reached their 52-week lows, with Huaxi Holdings (01689) showing a decline of 16.67%, China New Economy Equity (02958) down by 14.17%, and Agile Holdings (00186) down by 13.16% [2] - The closing prices and lowest prices for the top three declining stocks are: Huaxi Holdings at 0.400 with a low of 0.350, China New Economy at 0.123 with a low of 0.103, and Agile Holdings at 0.165 with a low of 0.165 [2]

Core Viewpoint - Saint Martin International (00482) announced that its non-wholly owned subsidiary, Pro Brand Technology (TW) Inc., has approved a rights issue for existing shareholders, which will dilute the company's equity stake in the target company from approximately 59.1% to about 54.2% after the rights issue is completed [1]. Group 1 - The rights issue will allow all existing shareholders of the target company to subscribe for new shares during the offer period from October 15 to October 22, 2025 [1]. - On October 22, 2025, the company decided not to participate in the rights issue and formally notified the target company of its decision [1]. - The dilution of equity stake constitutes a deemed disposal of the company's interest in the target company under Listing Rule 14.29 [1].

Core Viewpoint - Saint Martin International (00482) announced that its non-wholly owned subsidiary, Pro Brand Technology (TW) Inc., will conduct a rights issue for existing shareholders, allowing them to subscribe for new shares during the offer period from October 15 to October 22, 2025 [1] Group 1 - The board of the target company approved the rights issue, enabling all existing shareholders to subscribe for new shares based on their respective shareholding ratios [1] - On October 22, 2025, the company decided not to participate in the rights issue and formally notified the target company of its decision [1] - Following the completion of the rights issue, the company's equity interest in the target company will be diluted from approximately 59.1% to about 54.2% [1] Group 2 - The dilution of equity interest will be considered as a deemed disposal of the company's equity interest in the target company under Listing Rule 14.29 [1]

Core Viewpoint - Saint Martin International (00482) announced that its non-wholly owned subsidiary, Pro Brand Technology (TW) Inc., will conduct a rights issue for existing shareholders, with the company deciding not to participate in the subscription of new shares, leading to a dilution of its equity stake from approximately 59.1% to about 54.2% [1] Group 1 - The board of Pro Brand Technology (TW) Inc. approved a rights issue for existing shareholders, allowing them to subscribe for new shares during the offer period from October 15 to October 22, 2025 [1] - On October 22, 2025, the company formally notified Pro Brand Technology that it would not participate in the rights issue [1] - The dilution of the company's equity stake in Pro Brand Technology will be considered a deemed disposal of its equity interest under Listing Rule 14.29 [1]