Core Viewpoint - Saint Martin International (00482) anticipates a consolidated net loss of no less than HKD 37 million for the six-month period ending June 30, 2025, compared to a consolidated net profit of approximately HKD 1.95 million for the same period in 2024 [1] Group 1 - The expected consolidated net loss is primarily attributed to the absence of any fair value appreciation from investment properties during the reporting period [1]

Core Viewpoint - Saint Martin International (00482.HK) is expected to report a comprehensive net loss of no less than HKD 37 million for the six months ending June 30, 2025, compared to a comprehensive net profit of approximately HKD 1.95 million for the same period in 2024, primarily due to the lack of any fair value appreciation from investment properties [1]. Financial Performance - The anticipated comprehensive net loss of HKD 37 million marks a significant decline from the previous year's profit of HKD 1.95 million [1]. - The primary reason for the expected loss is attributed to the absence of fair value gains from investment properties during the reporting period [1]. Company Status - The company continues to be suspended from trading [1].

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） 盈利警告 及 持續暫停股份買賣 本公告乃由聖馬丁國際控股有限公司（「本公司」，連同其附屬公司，統稱「本集團」）根 據香港聯合交易所有限公司證券上市規則第 13.09(2)(a)條及香港法例第 571 章證券及期貨條例 第 XIVA 部內幕消息條文而作出。 本公司董事（「董事」）會（「董事會」）謹此通知本公司股東及潛在投資者，經本公司管 理層初步審閱本集團截至二零二五年六月三十日止六個月（「報告期間」）之未經審核綜合 管理賬目後，本集團預期報告期間將錄得不少於 37,000,000 港元之綜合淨虧損，相比二零二 四年同期則錄得綜合淨溢利約 1,950,000 港元。本報告期間之預期綜合淨虧損主要由於期內 投資物業並無錄得任何公平值增值所致。 持續暫停股份買賣 應本公司要求，本公司股份自二零二五年四月一日上午九時正起於香港聯合交易所有限公司 （「聯交所」 ...

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） 應本公司要求，本公司股份自二零二五年四月一日上午九時正起於香港聯合交易所有限公司 暫停買賣，並將繼續暫停買賣，直至另行通知為止，以待本公司履行本公司日期為二零二五 年六月三十日之公告所載的復牌指引。 承董事會命 聖馬丁國際控股有限公司 主席 郭人豪 香港，二零二五年九月十八日 於本公告日期，本公司董事為： 執行董事 洪聰進先生及陳偉鈞先生 （股份代號：482） 非執行董事 郭人豪先生 （主席） 董事會會議通告 茲提述聖馬丁國際控股有限公司（「本公司」及其附屬公司「本集團」）於二零二五年八月 二十一日刊發的公告，內容涉及另行通知召開本公司董事會（「董事會」）會議及發佈本集 團截至二零二五年六月三十日止六個月之未經審核中期業績。 董事會謹此宣佈，董事會會議將於二零二五年九月三十日（星期二）舉行，藉以（其中包 括）審議及批准本集團截至二零二五年六月三十日止六個月之未經審核中期業 ...

Core Viewpoint - Saint Martin International (00482) reported a revenue of HKD 649 million for the year ending December 31, 2024, representing a year-on-year increase of 15.42%. However, the company recorded a loss attributable to shareholders of HKD 30.57 million, a reduction of 75.85% compared to the previous year, with a loss per share of 2.48 HK cents [1]. Financial Performance - The financial performance of the group for the year was not ideal, impacted by tightening global monetary policies. Despite an increase in product revenue compared to the same period in 2023, the gross profit margin declined [1]. - The company has implemented several measures to mitigate adverse effects, including sourcing from different suppliers to enhance gross profit margins [1].

[Financial Summary](index=1&type=section&id=Financial%20Summary) This section provides an overview of the Group's key financial performance indicators for the year, including revenue, adjusted earnings, and losses. [Annual Key Financial Data](index=1&type=section&id=Annual%20Key%20Financial%20Data) The Group's revenue for FY2024 was approximately **HKD 649 million**, with adjusted revenue of approximately **HKD 14.7 million**, but recorded a full-year loss of approximately **HKD 58.5 million**, with loss attributable to owners of the Company of approximately **HKD 30.6 million**, and basic loss per share of **2.48 HK cents** 2024 Key Financial Data | Indicator | Amount (HKD) | | :--- | :--- | | Revenue | 648,700,000 | | Earnings before finance costs, income tax expense, depreciation, amortization and reversal of prepaid lease payments | 14,700,000 | | Loss for the year | 58,500,000 | | Loss for the year attributable to owners of the Company | 30,600,000 | | Basic loss per share | 2.48 HK cents | [Chairman's Report to Shareholders](index=2&type=section&id=Chairman%27s%20Report%20to%20Shareholders) This section reviews the Group's financial performance, operating environment, and future outlook, highlighting challenges and strategic responses [Annual Performance Review](index=2&type=section&id=Annual%20Performance%20Review) The Group's financial performance in FY2024 was unsatisfactory, with product revenue increasing but gross margin declining due to global monetary policy tightening, while the US-China trade war negatively impacted some business segments - The Group's financial performance in FY2024 was unsatisfactory, with product revenue increasing but gross margin declining, mainly due to the tightening of global monetary policies[4](index=4&type=chunk) - The ongoing US-China trade war had a negative impact on certain business segments of the Group[4](index=4&type=chunk) [Operating Environment and Response Strategies](index=2&type=section&id=Operating%20Environment%20and%20Response%20Strategies) To counter adverse impacts, the Group adopted diversified procurement to improve gross margin and avoid tariffs, prudently managed cash flow, and actively explored new market and industry opportunities - The Group has taken measures, including sourcing from different suppliers to improve gross margins and from Southeast Asian suppliers to avoid additional US tariffs on Chinese products[4](index=4&type=chunk) - The Group will continue to adopt a prudent approach to managing its cash flow position and will strive to identify potential opportunities in the manufacturing segment of emerging markets and other industries to expand its revenue streams[4](index=4&type=chunk) - Since 2018, the Group has outsourced production to Vietnamese suppliers and gradually closed its own production facilities in Tanzhou Town, Zhongshan City, China, with the land currently being redeveloped in cooperation with Huasuan into a precision intelligent manufacturing and R&D innovation center[6](index=6&type=chunk) [Future Outlook](index=3&type=section&id=Future%20Outlook) The Board acknowledges the Group is still seeking effective business growth avenues and remains committed to innovation and exploring opportunities to strengthen its revenue base and long-term profitability - The Board recognizes that the Group is still seeking effective avenues for business growth and will continue to focus on driving innovation[6](index=6&type=chunk) - The Group will actively explore opportunities to strengthen its revenue base and long-term profitability[6](index=6&type=chunk) [Business Overview and Management Discussion and Analysis](index=4&type=section&id=Business%20Overview%20and%20Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's overall financial performance, segment-wise business performance, geographical results, and future prospects [Overall Financial Performance](index=4&type=section&id=Overall%20Financial%20Performance) The Group's gross margin decreased from **13.10% in 2023** to **9.90% in 2024**, mainly due to rising material costs and global chip shortages, though adjusted earnings before specific costs turned profitable - The Group's gross margin decreased from approximately **13.10% in 2023** to approximately **9.90% in 2024**, primarily due to rising material costs and global shortages of chips and integrated circuits[8](index=8&type=chunk) Adjusted Revenue Comparison | Indicator | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Earnings before finance costs, income tax expense, depreciation, amortization and reversal of prepaid lease payments | 14,682 | (95,074) | [Segment Business Performance](index=4&type=section&id=Segment%20Business%20Performance) The Group's main business segments include media entertainment platform-related products, other multimedia products, and satellite TV equipment and antenna products, with varying performance across segments [Media Entertainment Platform-Related Products](index=4&type=section&id=Media%20Entertainment%20Platform-Related%20Products) This segment explored new opportunities in emerging markets, achieving approximately **73.69% year-on-year revenue growth**, significantly improving segment operating results and profit margins, and remaining unaffected by the US-China trade war - Revenue from the media entertainment platform-related products segment increased by approximately **73.69%** compared to 2023, as new business opportunities were explored in emerging markets[9](index=9&type=chunk) - This segment has no US customers, and the US-China trade war is not expected to have a significant adverse impact[10](index=10&type=chunk) Media Entertainment Platform-Related Products Segment Performance | Indicator | 2024 (HKD) | 2023 (HKD) | | :--- | :--- | :--- | | Segment Revenue | 169,268,000 | 97,454,000 | | Segment Operating Results | 12,330,000 | 3,552,000 | | Segment Profit Margin | 7.28% | 3.64% | [Other Multimedia Products](index=5&type=section&id=Other%20Multimedia%20Products) This segment's profitability was below expectations, impacted by rising material and freight costs, with revenue growing approximately **2.41% year-on-year** but a significant decline in segment profit margin - The profitability of the other multimedia products segment was below expectations, mainly due to rising material costs and freight charges[12](index=12&type=chunk) - The US-China trade war had some impact on this segment, and the Group is mitigating this by sourcing from regions outside China (e.g., Southeast Asia) and adjusting its logistics structure[13](index=13&type=chunk) Other Multimedia Products Segment Performance | Indicator | 2024 (HKD) | 2023 (HKD) | | :--- | :--- | :--- | | Segment Revenue | 102,752,000 | 100,332,000 | | Segment Operating Results | 6,091,000 | 15,690,000 | | Segment Profit Margin | 5.93% | 15.64% | [Satellite TV Equipment and Antenna Products](index=5&type=section&id=Satellite%20TV%20Equipment%20and%20Antenna%20Products) This segment saw approximately **3.41% year-on-year revenue growth**, but segment operating results decreased by approximately **38.23%**, and profit margins declined, influenced by the US-China trade war - The profit margin of the satellite TV equipment and antenna products segment declined, despite economic recovery in North America[14](index=14&type=chunk) - The Group is exploring business opportunities in other regions, such as cross-selling LNBs to existing customers in South Asia, and is committed to developing new products for next-generation radio and antenna communication modes[16](index=16&type=chunk) Satellite TV Equipment and Antenna Products Segment Performance | Indicator | 2024 (HKD) | 2023 (HKD) | | :--- | :--- | :--- | | Segment Revenue | 376,669,000 | 364,249,000 | | Segment Operating Results | 18,773,000 | 30,393,000 | | Segment Profit Margin | 4.98% | 8.34% | [Geographical Segment Performance](index=6&type=section&id=Geographical%20Segment%20Performance) Revenue in Asia significantly increased by **149.86%**, substantially raising its proportion of total revenue, while North America's revenue decreased by **13.66%** but remained the largest source Geographical Segment Revenue Comparison | Region | 2024 Revenue (HKD) | 2023 Revenue (HKD) | Year-on-Year Growth Rate | 2024 % of Total Revenue | 2023 % of Total Revenue | | :--- | :--- | :--- | :--- | :--- | :--- | | Asia | 235,542,000 | 94,271,000 | 149.86% | 36.31% | 16.77% | | Europe | 81,932,000 | 80,972,000 | 1.19% | 12.63% | 14.41% | | Middle East | 13,678,000 | 8,510,000 | 60.73% | 2.11% | 1.51% | | North America | 299,419,000 | 346,801,000 | -13.66% | 46.16% | 61.70% | | South America | 17,449,000 | 30,185,000 | -42.19% | 2.69% | 5.37% | [Outlook](index=7&type=section&id=Outlook) The Group will continue to focus on the Asian, European, and North American markets in the future, as these regions contribute the majority of its revenue - The Group will continue to focus on the Asian, European, and North American regions in the future, as their businesses account for the majority of the Group's revenue[24](index=24&type=chunk) [Consolidated Financial Statements](index=8&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's consolidated statement of profit or loss and other comprehensive income, and consolidated statement of financial position [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=8&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group's revenue grew to **HKD 649 million** in FY2024, but gross profit declined; the loss for the year significantly narrowed to **HKD 58.5 million**, with loss attributable to owners of the Company also substantially reduced, positively impacted by fair value gains on investment properties Summary of Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Revenue | 648,689 | 562,035 | | Cost of Sales | (584,490) | (488,427) | | Gross Profit | 64,199 | 73,608 | | Other Income, Gains and Losses | 35,281 | 19,069 | | Fair Value Gain / (Loss) on Investment Properties | 72,878 | (636) | | Loss Before Income Tax | (36,232) | (140,759) | | Income Tax (Expense) / Credit | (22,304) | 4,126 | | Loss for the Year | (58,536) | (136,633) | | Loss for the Year Attributable to Owners of the Company | (30,571) | (126,566) | | Basic Loss Per Share (HK cents) | (2.48) | (14.75) | [Consolidated Statement of Financial Position](index=10&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of the end of 2024, the Group's total non-current assets increased, mainly due to a significant rise in investment properties; however, total current liabilities substantially increased, leading to an expanded net current liabilities and net liabilities, indicating increased liquidity pressure Summary of Consolidated Statement of Financial Position | Indicator | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Total Non-Current Assets | 430,257 | 345,657 | | Investment Properties | 307,084 | 197,471 | | Total Current Assets | 430,014 | 501,099 | | Total Current Liabilities | 665,502 | 489,183 | | Net Current (Liabilities) / Assets | (235,488) | 11,916 | | Net Liabilities | (69,160) | (36,963) | | Capital Deficiency Attributable to Owners of the Company | (64,402) | (58,360) | [Notes](index=12&type=section&id=Notes) This section provides detailed notes on the Group's general information, accounting policies, financial performance, and financial position [General Information](index=12&type=section&id=General%20Information) The Company is incorporated in Bermuda, listed on the Main Board of the Hong Kong Stock Exchange, and primarily engaged in the manufacturing and trading of satellite TV equipment and other electronic products - The Company is a limited company incorporated in Bermuda, and its shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited[30](index=30&type=chunk) - The Group is principally engaged in the manufacturing and trading of satellite TV equipment products and other electronic products[31](index=31&type=chunk) [Adoption of Hong Kong Financial Reporting Standards](index=12&type=section&id=Adoption%20of%20Hong%20Kong%20Financial%20Reporting%20Standards) The Group adopted several HKFRS amendments with no material impact on current or prior period results, while HKFRS 18, effective in 2027, is expected to have a broad impact on financial statement presentation and disclosure - The amendments to Hong Kong Financial Reporting Standards applied for the first time in the current year had no material impact on the Group's results and financial position[32](index=32&type=chunk) - HKFRS 18 (Presentation and Disclosure in Financial Statements), effective January 1, 2027, is expected to have a broad impact on presentation and disclosure, particularly regarding statements of financial performance and management-defined performance measures[36](index=36&type=chunk) [Basis of Preparation](index=15&type=section&id=Basis%20of%20Preparation) The consolidated financial statements are prepared on a historical cost basis, except for investment properties, with the Board deeming the going concern basis appropriate despite significant uncertainties due to net loss and net current liabilities - The consolidated financial statements are prepared on a historical cost basis, except for investment properties which are measured at fair value[38](index=38&type=chunk) - The Group recorded a net loss of **HKD 58,536,000** for FY2024, and as of that date, had net current liabilities and net liabilities of **HKD 235,488,000** and **HKD 69,160,000** respectively, indicating a material uncertainty that may cast significant doubt on its ability to continue as a going concern[38](index=38&type=chunk)[40](index=40&type=chunk) - The Board has considered various plans and measures, including the renewal of bank and other borrowings, extension of loan repayment dates, and unutilized bank credit facilities, and believes that the preparation of the consolidated financial statements on a going concern basis is appropriate[38](index=38&type=chunk)[42](index=42&type=chunk) - The Company's functional currency is US Dollars, and the consolidated financial statements are presented in Hong Kong Dollars[41](index=41&type=chunk) [Segment Information](index=17&type=section&id=Segment%20Information) The Group's operating segments include media entertainment platform-related products, other multimedia products, and satellite TV equipment and antenna products, with media entertainment products showing significant revenue growth in 2024 - The Group's operating segments include media entertainment platform-related products, other multimedia products, and satellite TV equipment and antenna products[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk) Revenue and Results by Segment | Segment | 2024 Revenue (HKD Thousands) | 2023 Revenue (HKD Thousands) | 2024 Segment Results (HKD Thousands) | 2023 Segment Results (HKD Thousands) | | :--- | :--- | :--- | :--- | :--- | | Media Entertainment Platform-Related Products | 169,268 | 97,454 | 12,330 | 3,552 | | Other Multimedia Products | 102,752 | 100,332 | 6,091 | 15,690 | | Satellite TV Equipment and Antenna Products | 376,669 | 364,249 | 18,773 | 30,393 | | **Total** | **648,689** | **562,035** | **37,194** | **49,635** | [Income Tax Expense / (Credit)](index=20&type=section&id=Income%20Tax%20Expense%20%2F%20%28Credit%29) The Group recorded an income tax expense of **HKD 22.3 million** in 2024, compared to a credit in 2023, with applicable tax rates varying by region, including **25% in China**, **16.5% in Hong Kong** (tax-exempt due to losses), and **21% federal plus 6% state tax in the US** Income Tax Expense / (Credit) | Indicator | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Current Tax | 2,421 | 3,142 | | Over-provision in Prior Years | (1,991) | (983) | | Deferred Tax | 21,874 | (6,285) | | **Total** | **22,304** | **(4,126)** | - The corporate income tax rate applicable to subsidiaries in China is **25%**[50](index=50&type=chunk) - Hong Kong profits tax rate is **16.5%**, but no tax is payable as entities operating in Hong Kong generated tax losses[51](index=51&type=chunk) - US subsidiaries are subject to federal income tax at **21%** and state income tax at **6%**[52](index=52&type=chunk) [Loss for the Year](index=21&type=section&id=Loss%20for%20the%20Year) The loss for the year includes various expenses such as employee benefits, cost of inventories sold, expected credit loss provisions for financial assets, and depreciation, notably with zero inventory write-downs and a reversal of inventory provision in 2024 Major Deductions / (Additions) to Loss for the Year | Item | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Total Employee Benefit Expenses | 75,374 | 84,783 | | Cost of Inventories Recognized as Expense | 584,490 | 488,427 | | Write-down of Inventories | – | 3,423 | | Reversal of Inventory Provision | (4,445) | (675) | | Expected Credit Loss Provision for Financial Assets | 12,406 | 11,886 | | Depreciation of Property, Plant and Equipment | 9,408 | 9,441 | | Depreciation of Right-of-Use Assets | 11,580 | 7,191 | | Amortization of Intangible Assets | 536 | 376 | [Dividends](index=22&type=section&id=Dividends) The Board resolved not to recommend the payment of interim and final dividends for the year ended December 31, 2024 - The Board resolved not to recommend the payment of interim and final dividends for the year ended December 31, 2024 (2023: nil)[56](index=56&type=chunk) [Loss Per Share](index=22&type=section&id=Loss%20Per%20Share) The Company's basic and diluted loss per share for 2024 was **2.48 HK cents**, a significant reduction from **14.75 HK cents in 2023**, with diluted loss per share being the same as basic due to no potential dilutive ordinary shares Loss Per Share | Indicator | 2024 (HK cents) | 2023 (HK cents) | | :--- | :--- | :--- | | Basic Loss Per Share | (2.48) | (14.75) | | Diluted Loss Per Share | (2.48) | (14.75) | - The weighted average number of ordinary shares used in the calculation of basic loss per share increased in 2023 due to a rights issue[57](index=57&type=chunk) - As there were no potential dilutive ordinary shares for both years, the diluted loss per share was the same as the basic loss per share[60](index=60&type=chunk) [Amounts Due from an Associate / Loans to an Associate](index=23&type=section&id=Amounts%20Due%20from%20an%20Associate%20%2F%20Loans%20to%20an%20Associate) The Group's loans to and trade receivables from an associate both decreased, with corresponding expected credit loss provisions recognized, and the loans are unsecured, fixed-rate, while trade receivables are unsecured and non-interest bearing Amounts Due from an Associate and Loans | Item | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Loans to an Associate | 14,617 | 19,579 | | Trade Receivables | 25,595 | 33,923 | | Interest Receivable on Loans | 2,698 | 2,761 | | **Total Amounts Due from an Associate** | **28,293** | **36,684** | - The Group recognized an expected credit loss provision of **HKD 9,834,000** (2023: **HKD 2,105,000**) for trade receivables due from an associate and **HKD 4,962,000** (2023: **HKD 1,224,000**) for loans to an associate[61](index=61&type=chunk) - The loans to an associate are unsecured, bear interest at a fixed annual rate of **4.75%**, and are due on December 31, 2025[62](index=62&type=chunk) [Trade and Bills Receivables and Other Receivables](index=23&type=section&id=Trade%20and%20Bills%20Receivables%20and%20Other%20Receivables) The Group's total trade and other receivables decreased, with a significant portion of receivables outstanding for over **180 days**, and a reversal of expected credit loss provision for trade receivables was recognized in 2024 Trade and Bills Receivables and Other Receivables | Item | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Trade and Bills Receivables | 90,244 | 107,777 | | Other Receivables | 133,358 | 137,820 | | **Total** | **223,602** | **245,597** | | Less: Loss Allowance | (118,759) | (131,204) | Aging Analysis of Trade and Bills Receivables | Aging | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | 0 to 30 days | 82,038 | 15,873 | | 31 to 90 days | 9,097 | 59,862 | | 91 to 180 days | 2,454 | 28,496 | | Over 180 days | 115,414 | 134,750 | - The Group recognized a reversal of expected credit loss provision for trade receivables of **HKD 2,390,000** for the current year (2023: expected credit loss provision of **HKD 8,557,000**)[63](index=63&type=chunk) [Trade and Bills Payables and Other Payables](index=25&type=section&id=Trade%20and%20Bills%20Payables%20and%20Other%20Payables) The Group's total trade and other payables increased, with an average credit period of **90 days**, and the largest proportion of payables falling within the **0 to 30-day** aging category Trade and Bills Payables and Other Payables | Item | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Trade Payables | 174,898 | 174,406 | | Bills Payables | 823 | 1,489 | | Deposits Received | 64,795 | 66,211 | | Other Payables and Accruals | 147,983 | 100,844 | | **Total** | **388,499** | **342,950** | Aging Analysis of Trade and Bills Payables | Aging | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | 0 to 30 days | 123,310 | 112,037 | | 31 to 90 days | 8,281 | 10,970 | | 91 to 360 days | 15,255 | 30,042 | | Over 360 days | 28,875 | 22,846 | - The average credit period for goods purchased is **90 days**[64](index=64&type=chunk) [Other Disclosures](index=26&type=section&id=Other%20Disclosures) This section covers the Group's financial condition review, contingent liabilities, litigation, dividends, human resources, significant investments, corporate governance, and audit-related matters [Review of Financial Position](index=26&type=section&id=Review%20of%20Financial%20Position) The Group's cash and cash equivalents slightly decreased, while the current ratio and gearing ratio deteriorated, with a significant increase in short-term borrowings, and assets are extensively pledged to secure bank facilities Liquidity and Financial Resources | Indicator | 2024 (HKD) | 2023 (HKD) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 64,600,000 | 69,400,000 | | Current Ratio | 0.65 | 1.02 | | Total Borrowings | 398,100,000 | 421,600,000 | | Borrowings Due Within One Year | 219,000,000 | 87,200,000 | | Gearing Ratio | 46.28% | 49.79% | - Approximately **44.0%** of the Group's bank and other borrowings are denominated in US Dollars, with the remainder in RMB, Vietnamese Dong, and New Taiwan Dollars, bearing effective annual interest rates ranging from **2.00% to 12.00%**[65](index=65&type=chunk) - The Group's general banking facilities are secured by bank deposits, property, plant and equipment, investment properties, trade receivables, inventories, and equity interests in Bo Bai Technology Co, Ltd[66](index=66&type=chunk) - The Group faces foreign currency exchange risk, but management believes the recent depreciation pressure on RMB is manageable and will continue to assess foreign exchange risk[67](index=67&type=chunk) [Contingent Liabilities](index=27&type=section&id=Contingent%20Liabilities) The Group provides bank guarantees for property buyers' mortgage arrangements, with the guaranteed amount significantly increasing, but the directors consider the fair value and expected credit loss of these guarantees to be immaterial Contingent Liabilities (Bank Guarantees) | Indicator | 2024 (HKD) | 2023 (HKD) | | :--- | :--- | :--- | | Guaranteed Amount | 136,230,000 | 42,493,000 | - The directors believe that the fair value of these financing guarantees given to buyers was not material at initial recognition, and the expected credit loss at the end of the reporting period is not material[68](index=68&type=chunk) [Litigation](index=27&type=section&id=Litigation) The Group faces a lawsuit in India from a minority shareholder alleging oppression or mismanagement, but the Board, after legal consultation, believes the likelihood of significant loss is low, thus no provision has been made - Aggressive Digital Systems Private Ltd., a non-wholly owned subsidiary of the Company, faces a lawsuit in India initiated by a minority shareholder alleging oppression or mismanagement[69](index=69&type=chunk) - After consulting legal counsel, the Board believes that the likelihood of the Group incurring any significant loss from this litigation is low, and therefore no provision has been made[69](index=69&type=chunk) [Final Dividend](index=28&type=section&id=Final%20Dividend) The Board resolved not to declare a final dividend for the year ended December 31, 2024 - The Board resolved not to declare a final dividend for the year ended December 31, 2024 (2023: nil)[70](index=70&type=chunk) [Human Resources and Remuneration Policy](index=28&type=section&id=Human%20Resources%20and%20Remuneration%20Policy) As of the end of 2024, the Group's full-time employee count increased to **1,116**, with remuneration based on performance and responsibilities, and directors' and senior management's remuneration is regularly reviewed Number of Full-time Employees | Year | Number of Employees | | :--- | :--- | | 2024 | 1,116 | | 2023 | 1,054 | - Employee remuneration is determined based on employee performance and responsibilities, and training related to workplace health and safety is provided[71](index=71&type=chunk) - Directors and senior management receive remuneration in the form of salaries, benefits in kind, and/or discretionary bonuses linked to the Group's performance, which are regularly reviewed[71](index=71&type=chunk) [Significant Investments Held and Future Plans for Material Investments or Capital Assets](index=28&type=section&id=Significant%20Investments%20Held%20and%20Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) The Company has no significant investment plans beyond disclosed matters; following the MyHD equity sale, substantial overdue loans and guarantees remain, and the Zhongshan industrial land is being redeveloped with Huasuan involving equity and land pledges [Disposal of Entire Interest in MyHD and Continuation of Loans and Guarantees](index=28&type=section&id=Disposal%20of%20Entire%20Interest%20in%20MyHD%20and%20Continuation%20of%20Loans%20and%20Guarantees) The Company disposed of its **51% interest in MyHD** for a nominal consideration in 2019 but remains obligated for existing loans to the target company and MyHD, with overdue loans totaling **USD 132.02 million** fully impaired, and a maximum guarantee of **USD 3.5 million** - The Company disposed of its **51% interest in MyHD** in 2019 but remains obligated to advance loans to the target company and MyHD under existing arrangements[73](index=73&type=chunk)[74](index=74&type=chunk) MyHD Related Overdue Loans (as of December 31, 2024) | Item | Amount (USD) | | :--- | :--- | | Outstanding Principal Amount | 71,298,000 | | Accrued Interest | 60,725,000 | | **Total** | **132,023,000** | - The Company fully impaired these receivables with a provision of **HKD 646,366,000** as of December 31, 2019, and no interest income has been recognized due to the extremely low recoverability[75](index=75&type=chunk) - The Company provided a guarantee to MyHD for a maximum amount of **USD 3,500,000** (approximately **HKD 27,332,000**), and a financial guarantee provision has been recognized[75](index=75&type=chunk) [Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=30&type=section&id=Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%2C%20Associates%20and%20Joint%20Ventures) For the year ended December 31, 2024, the Group had no material acquisitions or disposals of subsidiaries, associates, and joint ventures other than those disclosed - For the year ended December 31, 2024, the Group had no material acquisitions or disposals of subsidiaries, associates, and joint ventures[76](index=76&type=chunk) [Cooperation Agreement and Joint Venture Agreement for Redevelopment](index=30&type=section&id=Cooperation%20Agreement%20and%20Joint%20Venture%20Agreement%20for%20Redevelopment) The Group is collaborating with Huasuan to redevelop Zhongshan industrial land into a precision intelligent manufacturing and R&D innovation center, with Huasuan providing **RMB 60 million** as a cooperation deposit and collateral, and the joint venture allocating new building areas based on agreed proportions - The Group entered into a cooperation agreement with Huasuan to redevelop industrial land in Zhongshan City, China, into a landmark precision intelligent manufacturing center and R&D innovation center[77](index=77&type=chunk)[79](index=79&type=chunk) - Huasuan has paid the Group a cooperation deposit of **RMB 60,000,000** as a guarantee, secured by **100% equity interest in Zhongshan Sandmartin** and one of the three land parcels within the land[78](index=78&type=chunk) - The Group and Huasuan established an unincorporated joint venture, with the Group providing the land and Huasuan responsible for funding all redevelopment costs, and the new building areas are allocated at a ratio of **20% for the Group** and **80% for Huasuan** (with additional special allocation terms)[79](index=79&type=chunk)[81](index=81&type=chunk) - For the year ended December 31, 2024, a fair value change of **HKD 87,880,000** was recognized in profit or loss for investment properties under joint operation[82](index=82&type=chunk) [Compliance with Corporate Governance Code](index=33&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The Company has applied and complied with the mandatory disclosure requirements and code provisions of the Corporate Governance Code, with a deviation noted due to non-executive directors' absence from the AGM - The Company has applied and complied with the mandatory disclosure requirements and code provisions of the Corporate Governance Code[84](index=84&type=chunk) - Mr. Kwok Yan Ho, the Non-executive Director and Chairman of the Board, and Mr. Ng Ka Ming and Mr. Lo Ming Hin, the Independent Non-executive Directors, were unable to attend the Company's Annual General Meeting held on June 7, 2024, due to their respective other commitments[84](index=84&type=chunk) [Purchase, Sale or Redemption of Shares](index=33&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Shares) For the year ended December 31, 2024, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and the Company held no treasury shares - For the year ended December 31, 2024, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[85](index=85&type=chunk) - As of December 31, 2024, the Company held no treasury shares[86](index=86&type=chunk) [Compliance with the Model Code for Securities Transactions by Directors](index=33&type=section&id=Compliance%20with%20the%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company adopted the Model Code for Securities Transactions by Directors of Listed Issuers, and all directors confirmed compliance with its standards for the year ended December 31, 2024 - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as the code of conduct for directors' dealings in the Company's securities[87](index=87&type=chunk) - Following specific enquiries, all directors confirmed that they had complied with the required standards set out in the Model Code regarding securities transactions for the year ended December 31, 2024[87](index=87&type=chunk) [Review of Annual Results](index=34&type=section&id=Review%20of%20Annual%20Results) The auditor has confirmed the consistency of the consolidated financial results in this announcement with the audited consolidated financial statements, which have also been reviewed by the Audit Committee - The auditor, BDO Limited, has confirmed that the consolidated financial results of the Group for the year ended December 31, 2024, as set out in this announcement, are consistent with the amounts in the audited consolidated financial statements[88](index=88&type=chunk) - The Company's Audit Committee has reviewed the Group's audited consolidated financial statements for the year ended December 31, 2024[89](index=89&type=chunk) [Excerpt from Independent Auditor's Report](index=34&type=section&id=Excerpt%20from%20Independent%20Auditor%27s%20Report) The auditor issued a true and fair opinion on the Group's consolidated financial statements but highlighted significant uncertainties related to going concern [Opinion](index=34&type=section&id=Opinion) The auditor believes the consolidated financial statements fairly present the Group's consolidated financial position as of December 31, 2024, and its consolidated financial performance and cash flows for the year then ended, in accordance with HKFRS - The auditor believes that the consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Group as of December 31, 2024, and its consolidated financial performance and consolidated cash flows for the year then ended, in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[91](index=91&type=chunk) [Material Uncertainty Related to Going Concern](index=35&type=section&id=Material%20Uncertainty%20Related%20to%20Going%20Concern) The auditor drew attention to the Group's **HKD 58.5 million net loss** for 2024, **HKD 235.5 million net current liabilities**, and **HKD 69.2 million net liabilities**, indicating a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern, without modifying their opinion - The Group incurred a net loss of **HKD 58,536,000** for the year ended December 31, 2024, and as of that date, the Group's current liabilities exceeded its current assets by **HKD 235,488,000** and had net liabilities of **HKD 69,160,000**[92](index=92&type=chunk) - These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[92](index=92&type=chunk) - The auditor did not modify their opinion in respect of this matter[92](index=92&type=chunk) [Delay in Publication of 2024 Annual Results Announcement](index=35&type=section&id=Delay%20in%20Publication%20of%202024%20Annual%20Results%20Announcement) The Company's delay in publishing the 2024 annual results announcement was primarily due to audit procedure delays at overseas subsidiary Yongchen Technology, caused by staff turnover, information delays, and changes in audit methodology - The Company was unable to publish its 2024 annual results announcement on time, primarily due to delays in the audit procedures of certain overseas subsidiaries (Yongchen Technology Co, Ltd)[93](index=93&type=chunk)[94](index=94&type=chunk) - The reasons for the delay include staff turnover in the component's finance department, failure to recruit suitable personnel in a timely manner, and the growth of the Indian subsidiary's business leading to a change in audit methodology from high-level analytical review to a more comprehensive audit procedure[95](index=95&type=chunk) - The delay in the Group's audit process is procedural in nature and does not indicate any substantive accounting or financial reporting issues within the Group[95](index=95&type=chunk) [Publication of Annual Results Announcement](index=36&type=section&id=Publication%20of%20Annual%20Results%20Announcement) This annual results announcement has been published on the Company's website and the Stock Exchange website - This annual results announcement is published on the Company's website (www.sandmartin.com.hk) and the Stock Exchange website (www.hkexnews.hk)[96](index=96&type=chunk) [Delay in Despatch of 2024 Annual Report and Publication of Environmental, Social and Governance Report](index=37&type=section&id=Delay%20in%20Despatch%20of%202024%20Annual%20Report%20and%20Publication%20of%20Environmental%2C%20Social%20and%20Governance%20Report) Due to the delayed publication of the 2024 annual results announcement, the despatch and publication dates for the 2024 annual report and Environmental, Social and Governance Report will be postponed - Due to the delay in publishing the 2024 annual results announcement, the Company's 2024 annual report and Environmental, Social and Governance Report will not be despatched or published before April 30, 2025[97](index=97&type=chunk) [Delay in Publication of 2025 Interim Results Announcement and Despatch of 2025 Interim Report](index=37&type=section&id=Delay%20in%20Publication%20of%202025%20Interim%20Results%20Announcement%20and%20Despatch%20of%202025%20Interim%20Report) As the 2024 annual results announcement has not yet been published, the publication and despatch dates for the 2025 interim results announcement and interim report will also be postponed until late September 2025 or later - As the 2024 annual results announcement has not yet been published, the Company will not publish its preliminary announcement of 2025 interim results before August 31, 2025, and it is expected to be postponed until on or before the end of September 2025[98](index=98&type=chunk) - The despatch of the 2025 interim report will also be delayed until after September 30, 2025[98](index=98&type=chunk) [Continued Suspension of Trading in Shares](index=37&type=section&id=Continued%20Suspension%20of%20Trading%20in%20Shares) Trading in the Company's shares has been suspended on the Stock Exchange since April 1, 2025, and will remain suspended until the resumption guidance is fulfilled - Trading in the Company's shares on the Stock Exchange has been suspended since 9:00 a.m. on April 1, 2025, and will continue to be suspended until further notice, pending the Company''s fulfillment of the resumption guidance[99](index=99&type=chunk) [Board of Directors](index=38&type=section&id=Board%20of%20Directors) The Company's Board of Directors includes executive directors Mr. Hung Chung Chun and Mr. Chan Wai Kwan, non-executive director and Chairman Mr. Kwok Yan Ho, and independent non-executive directors Mr. Lo Ming Hin, Ms. Chan Wai Hei, and Mr. Ng Ka Ming - Executive Directors: Mr. Hung Chung Chun and Mr. Chan Wai Kwan[102](index=102&type=chunk) - Non-executive Director: Mr. Kwok Yan Ho (Chairman)[102](index=102&type=chunk) - Independent Non-executive Directors: Mr. Lo Ming Hin, Ms. Chan Wai Hei and Mr. Ng Ka Ming[102](index=102&type=chunk)

Core Viewpoint - Saint Martin International (00482.HK) expects to record a consolidated net loss of no less than HKD 55 million for the year ending December 31, 2024, which is an improvement compared to a consolidated net loss of approximately HKD 137 million for the same period in 2023 [1] Summary by Relevant Categories - **Financial Performance** - The anticipated loss for 2024 is significantly reduced compared to the previous year's loss, indicating a positive trend in financial performance [1] - **Property Valuation** - The expected decrease in loss is primarily attributed to the increase in fair value reflected in the property valuation results as of December 31, 2024 [1]

Core Viewpoint - Saint Martin International (00482) expects to report a consolidated net loss of no less than HKD 55 million for the year ending December 31, 2024, which is an improvement compared to a consolidated net loss of approximately HKD 136.6 million for the same period in 2023 [1] Group Summary - The anticipated reduction in loss is primarily attributed to the increase in fair value reflected in the property valuation results of the group's investment properties as of December 31, 2024 [1]

Group 1 - The company expects to incur a consolidated net loss of no less than HKD 55 million for the year ending December 31, 2024, compared to a consolidated net loss of approximately HKD 136.6 million for the same period in 2023 [1] - The anticipated reduction in loss is primarily attributed to the increase in fair value reflected in the property valuation results of the group's investment properties as of December 31, 2024 [1]

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。 截至本公告日期，本公司仍在擬定本集團報告期間業績。本公告所載列之資料僅基於 本公司董事會的評估對本集團現有未經審核綜合管理賬目之初步審閱，該等賬目未經 本公司核數師審核，亦未經本公司審核委員會審閱。本集團報告期間之經審核綜合年 度業績可能需作進一步調整，並可能與本公告所載資料有所不同。本集團報告期間業 績公告預期將於二零二五年九月中公佈。 1 持續暫停股份買賣 （於百慕達註冊成立之有限公司） （股份代號：482） 盈利警告 及 持續暫停股份買賣 本公告乃由聖馬丁國際控股有限公司（「本公司」，連同其附屬公司，統稱「本集 團」）根據香港聯合交易所有限公司證券上市規則第 13.09(2)(a)條及香港法例第 571 章 證券及期貨條例第 XIVA 部內幕消息條文而作出。 本公司董事（「董事」）會（「董事會」）謹此通知本公司股東及潛在投資者，經本 公司管理層初步審閱本集團之未經審核綜合管理賬目後，本集團預期截至 ...