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） 進一步補充公告 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」）董事會（「董事會」）謹根據香港聯合交易所有限公司證券上市規則 （「上市規則」）第13.09(2)條以及香港法例第571章證券及期貨條例第XIVA部 項下的內幕消息條文作出。 茲提述本公司日期為二零二五年三月十九日（「三月十九日公告」）、三月三 十一日、四月三十日（「四月三十日公告」）、六月十八日、六月三十日 （「六月三十日公告」）、七月二日（「七月二日公告」）及七月二十一日之 公告，內容有關延遲刊發二零二四年全年業績公告、延遲寄發二零二四年年報 及刊發環境、社會及管治報告、延遲董事會會議、持續暫停本公司股份買賣及 復牌指引。除另有說明外，本公告所用詞彙與三月十九日公告、四月三十日公 告、六月三十日公告及七月二日公告所界定者具有相同涵義。 ...

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7月31日 狀態: 新提交 致：香港交易及結算所有限公司 FF301 II. 已發行股份及/或庫存股份變動 | 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 | | | | | | | | 已發行股份（不包括庫存股份）數目 | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | 1,230,403,725 | | 0 | | 1,230,403,725 | | 增加 / 減少 (-) | | | | | | | | | 本月底結存 | | | 1,230,403,725 | | 0 | | 1,230,403,725 | 公司名稱: 聖馬丁國際控股有限公司 呈交日期: 2025年8月6日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | ...

Revenue and Profitability - The Group's revenue increased compared to the same period in 2023, but the profit margin declined due to global tight monetary policy[5] - Revenue for the six months ended 30 June 2024 was approximately HK$312.1 million, representing an increase of 5.7% compared to approximately HK$295.3 million for the same period in 2023[19] - Profit attributable to owners of the Company was approximately HK$18.0 million for the six months ended 30 June 2024, compared with a loss of approximately HK$48.8 million for the same period in 2023[19] - The Group's gross profit margin decreased from 14.49% for the six months ended 30 June 2023 to 8.73% for the six months ended 30 June 2024 due to rising material costs and a global chip shortage[10] - Gross profit decreased to HK$27,255,000, down 36.1% from HK$42,807,000 in the previous year[61] - The company reported a profit for the period of HK$1,950,000, a significant recovery from a loss of HK$46,892,000 in the same period last year[61] Segment Performance - Revenue from the media entertainment platform related products segment increased by approximately 31.1%, reaching approximately HK$70.3 million compared to approximately HK$53.6 million for the six months ended 30 June 2023[10] - Revenue from the other multimedia products segment decreased by approximately 12.7%, totaling approximately HK$43.5 million compared to approximately HK$49.8 million for the six months ended 30 June 2023[12] - Revenue from satellite TV equipment and antenna products was approximately HK$198.3 million, compared to approximately HK$191.9 million for the six months ended 30 June 2023[13] - The segment results from operations for media entertainment platform related products were approximately HK$2.0 million, up from approximately HK$1.8 million for the same period last year[10] - The segment results from operations for other multimedia products were approximately HK$4.8 million, down from approximately HK$8.1 million for the same period last year[12] Geographic Revenue Breakdown - Revenue from Asia for the six months ended 30 June 2024 was approximately HK$63.9 million, a 46.0% increase compared to approximately HK$43.8 million for the same period in 2023[17] - Revenue from North America for the six months ended 30 June 2024 was approximately HK$189.2 million, reflecting a 2.7% increase compared to approximately HK$184.2 million for the same period in 2023[18] - Revenue from Middle East for the six months ended 30 June 2024 was approximately HK$8.0 million, a 60.0% increase compared to approximately HK$5.0 million for the same period in 2023[17] - Revenue from South America for the six months ended 30 June 2024 was approximately HK$6.8 million, representing a 60.2% decrease compared to approximately HK$17.1 million for the same period in 2023[18] - Revenue from Europe for the six months ended 30 June 2024 was approximately HK$44.0 million, a 0.9% decrease compared to approximately HK$44.4 million for the same period in 2023[17] Financial Position and Liquidity - The Group's overall cash and cash equivalents decreased to approximately HK$53.3 million from HK$69.4 million as of December 31, 2023[23] - The current ratio fell to 0.77 as of June 30, 2024, down from 1.02, indicating a tighter liquidity position[23] - Total borrowings were approximately HK$397.4 million, a decrease from HK$421.6 million as of December 31, 2023, with a significant portion due within one year[23] - The gearing ratio improved to approximately 39.27% from 49.79%, reflecting a reduction in leverage[23] - The average turnover days for trade receivables improved to 65 days from 76 days year-on-year, indicating better collection efficiency[20] Investments and Redevelopment - A cooperation agreement was entered into in July 2021 with Guangdong Huasuan International Industrial Park for the redevelopment of the Group's land into a precision intelligent manufacturing center and R&D hub[6] - A joint venture agreement was established in July 2023 with Huasuan for the purpose of the redevelopment project, which is currently in progress[6] - The Group is exploring opportunities to increase investment returns from its factory buildings, which have been leased to third parties[6] - The Group has provided a cooperation fund of RMB60 million as a security deposit for redevelopment projects[41] - Huasuan is responsible for funding the entire redevelopment costs, while the Group will contribute the land for the redevelopment[155] Legal and Compliance Matters - The last hearing for a lawsuit in India is scheduled for October 18, 2024, with no significant losses expected from this litigation[30] - The company has not made any provisions in the consolidated financial statements as of June 30, 2024, regarding the ongoing litigation[30] - The Group's legal counsel confirmed that there was no update on the arbitration case as of the report approval date[20] - The Board considers it not probable that the Group will incur any material losses from the ongoing litigation in India[22] - The Group has engaged legal counsel to initiate dispute resolution proceedings against the Original Shareholder and Technosat regarding a subscription agreement for a 15% equity interest in Technosat, which has not yet been completed due to unmet conditions[146] Corporate Governance - The Company has maintained compliance with the Corporate Governance Code, with no incidents of non-compliance noted for the six months ended 30 June 2024[58] - The Board is committed to improving corporate governance practices to enhance shareholder value[56] - The Audit Committee comprises three independent non-executive Directors, ensuring oversight of financial reporting and internal controls[59] - The Company expressed gratitude to all shareholders for their support[59] - No competing interests or conflicts of interest were reported among Directors or controlling shareholders for the six months ended 30 June 2024[58] Employee and Management Information - The Group employed a total of 1,181 full-time employees as of 30 June 2024, with total staff costs of approximately HK$45.2 million for the reporting period[41] - Total employee benefit expenses increased to HK$45,171,000 for the six months ended June 30, 2024, up from HK$38,544,000 in 2023, reflecting a growth of approximately 17.4%[8] - The total remuneration for key management personnel during the period was HK$4,032,000, down from HK$4,788,000 in 2023, indicating a decrease of approximately 15.8%[144] - The Group's key management compensation includes short-term benefits of HK$3,956,000 and post-employment benefits of HK$76,000 for the period[144] - The Directors' service contracts have a maximum term of three years, with no contracts that cannot be terminated within one year without compensation[42]

Financial Performance - For the six months ended June 30, 2024, the group's unaudited revenue was approximately HKD 312.1 million, an increase of about 5.7% compared to approximately HKD 295.3 million for the same period last year[1]. - The profit attributable to the owners of the company for the same period was approximately HKD 18 million, a significant recovery from a loss of approximately HKD 48.8 million for the six months ended June 30, 2023[1]. - The basic earnings per share for the six months ended June 30, 2024, was approximately HKD 1.46, compared to a loss per share of approximately HKD 9.92 for the same period last year[1]. - Gross profit for the six months ending June 30, 2024, was HKD 27,255,000, down from HKD 42,807,000 in the previous year[16]. - The segment performance showed a profit of HKD 17,583,000 for the six months ended June 30, 2024, compared to HKD 34,636,000 in the previous year, indicating a decline of about 49.3%[29][30]. - The company reported a net profit of HKD 1,950,000 for the period, a recovery from a loss of HKD 46,892,000 in the same period of 2023[17]. - The company reported a profit attributable to shareholders of HKD 17,995,000 for the six months ended June 30, 2024, compared to a loss of HKD 48,804,000 in the same period of 2023[43]. Revenue Breakdown - Revenue from the media entertainment platform segment increased by approximately 31.1%, reaching about HKD 70.3 million compared to approximately HKD 53.6 million for the same period last year[5]. - Revenue from other multimedia products decreased by approximately 12.7%, amounting to about HKD 43.5 million compared to approximately HKD 49.8 million for the six months ended June 30, 2023[7]. - Revenue from the satellite television equipment and antenna products segment was approximately HKD 198.3 million, an increase from approximately HKD 191.9 million for the same period last year[9]. - The Asia segment generated revenue of approximately HKD 63,900,000, up 46.0% from HKD 43,800,000 in the previous year, accounting for 20.5% of total revenue[10]. - The North America segment reported revenue of approximately HKD 189,200,000, an increase of 2.7% from HKD 184,200,000, representing 60.6% of total revenue[13]. - The Middle East segment saw a revenue increase of 60.0%, reaching approximately HKD 8,000,000 compared to HKD 5,000,000 in the previous year, contributing 2.6% to total revenue[12]. - The Europe segment's revenue slightly decreased by 0.9% to approximately HKD 44,000,000, accounting for 14.1% of total revenue[11]. - The South America segment experienced a significant decline of 60.2%, with revenue dropping to approximately HKD 6,800,000 from HKD 17,100,000, representing 2.2% of total revenue[14]. Cost and Expenses - The group's gross profit margin decreased from 14.49% for the six months ended June 30, 2023, to 8.73% for the six months ended June 30, 2024, due to rising material costs and a global shortage of chips and integrated circuits[4]. - Other income, gains, and losses totaled HKD 16,738,000 for the current period, down from HKD 22,930,000 in the prior period, reflecting a decrease of approximately 26.9%[32]. - The total administrative and other expenses were HKD 57,447,000, an increase from HKD 40,439,000 in the previous year, representing a rise of approximately 42.1%[29][30]. - Research and development costs amounted to HKD 8,920,000 for the current period, a decrease from HKD 12,338,000 in the previous year, showing a reduction of about 27.5%[29][30]. - The financial costs incurred were HKD 13,463,000 for the current period, compared to HKD 14,872,000 in the previous year, reflecting a decrease of about 9.5%[29][30]. Assets and Liabilities - As of June 30, 2024, the company had a net debt of approximately HKD 40,901,000[22]. - The total non-current liabilities decreased from HKD 394,536,000 as of December 31, 2023, to HKD 265,470,000 as of June 30, 2024[22]. - The company has outstanding bank and other borrowings of HKD 200,238,000 due within the next twelve months[22]. - The capital deficit attributable to shareholders was HKD 51,332,000 as of June 30, 2024[22]. - The company's receivables from an associate totaled HKD 56,672,000 as of June 30, 2024, compared to HKD 56,263,000 at the end of 2023[49]. - The total amount of loans receivable from a subsidiary was approximately HKD 429,000,000 after deducting expected credit loss provisions[46]. - The expected credit loss provision for trade receivables was HKD 1,603,000 for the six months ended June 30, 2024, compared to HKD 4,391,000 for the same period in 2023[48]. Future Plans and Developments - The company is developing new 5G-related products, including next-generation radio frequency channels and antenna products, to capitalize on market opportunities[3]. - The company is actively seeking to enhance investment returns from its properties in Guangdong, China, through redevelopment into a precision smart manufacturing center and R&D innovation center[3]. - The company plans to focus on business expansion in Asia, Europe, and North America, which account for the majority of its revenue[15]. - The company plans to continue as a going concern based on cash flow forecasts and available financial resources[23]. Corporate Governance and Compliance - The audit committee, consisting of three independent non-executive directors, has reviewed the unaudited consolidated financial statements for the six months ending June 30, 2024, and believes they fairly present the group's financial position and performance[73]. - The company has not adopted any new or revised Hong Kong Financial Reporting Standards that would have a significant impact on its financial performance or position during the reporting period[24]. - The group did not declare an interim dividend for the six months ended June 30, 2024, consistent with the previous year[61].

Fund Utilization - The net proceeds from the rights issue amounted to approximately HKD 84.59 million, fully utilized as of December 31, 2023[3] - HKD 73.61 million was allocated to repay loans from AP Finance Limited[5] - HKD 5.49 million was used for operational funding of the Zhongshan factory[5] - HKD 5.49 million was allocated for administrative and operational expenses at the Hong Kong headquarters[5] - As of December 31, 2023, there are no remaining unutilized proceeds from the rights issue[5] Supplementary Information - The company confirms that the supplementary information does not affect any other information contained in the 2023 annual report[5]

Financial Performance - The Group's revenue for the year ended December 31, 2023, declined compared to the corresponding period in 2022 due to the ongoing impacts of the COVID-19 pandemic and tight global monetary policies[10]. - Revenue for the year ended December 31, 2023, was approximately HK$562.0 million, representing a decrease of 24.7% compared to approximately HK$746.0 million for the year ended December 31, 2022, primarily due to the continued impact of the Pandemic[78]. - Loss attributable to owners of the Company was approximately HK$126.6 million for the year ended December 31, 2023, compared to approximately HK$77.5 million for the year ended December 31, 2022, mainly due to decreased revenue and fair value losses on investment properties[79]. - Basic loss per share for the year ended December 31, 2023, was HK14.75 cents, compared to HK15.76 cents for the year ended December 31, 2022, based on a weighted average number of 856,248,735 shares[80]. - The Group's gross profit margin increased from approximately 10.68% for the year ended December 31, 2022, to approximately 13.10% for the year ended December 31, 2023, due to improved profit margins in media entertainment platform related products and other multimedia products segments[25][29]. Revenue Breakdown - The revenue from the media entertainment platform related products segment increased by approximately 4.91% compared to the year ended December 31, 2022, amounting to approximately HK$97,454,000[27][32]. - The revenue from other multimedia products decreased by approximately 24.74% compared to the year ended December 31, 2022, totaling approximately HK$100,332,000[33][37]. - The revenue from the satellite TV equipment and antenna products segment decreased by approximately 29.92% compared to the year ended December 31, 2022, amounting to approximately HK$364,249,000[38][42]. - The Group's revenue from Asia for the year ended December 31, 2023, was approximately HK$94,271,000, a decrease of approximately 45.29% compared to HK$172,297,000 in 2022[49]. - The Group's revenue from Europe for the year ended December 31, 2023, was approximately HK$80,972,000, representing an increase of approximately 22.72% from HK$65,982,000 in 2022[49]. - The Group's revenue from North America for the year ended December 31, 2023, was approximately HK$346,801,000, a decrease of approximately 22.57% from HK$447,901,000 in 2022[57]. - The Group's revenue from South America for the year ended December 31, 2023, was approximately HK$30,185,000, a decrease of approximately 35.54% from HK$46,827,000 in 2022[57]. Financial Position and Cash Flow - The Group's total borrowings increased to approximately HK$421.6 million in 2023 from HK$370.5 million in 2022, with a gearing ratio rising from 42.73% to 49.79%[96]. - The current ratio improved to approximately 1.02 as of December 31, 2023, compared to 0.74 in 2022[96]. - The Group's overall cash and cash equivalents were approximately HK$69.4 million as of December 31, 2023, down from HK$79.2 million in 2022[96]. - The average turnover days for trade receivables was within the average credit period of 60 to 120 days[91]. - The average turnover days for trade payables increased to 136 days in 2023 from 115 days in 2022, reflecting tighter settlement terms with suppliers[93]. Strategic Initiatives - The Group is adopting a prudent approach to manage its cash flow and is seeking business opportunities in emerging markets to diversify its income sources[13]. - The Group has been sourcing from Southeast Asian suppliers to mitigate the negative impacts of the ongoing China-US trade war and avoid excessive tariffs on products from China[12]. - The Group aims to leverage new business opportunities arising from 5G peripherals and the Internet of Things to enhance revenue and profits[19]. - The Group's research and development team is developing new 5G-related products, including next-generation radio frequency and antenna products, to capitalize on market trends[19]. Rights Issue - A rights issue was conducted on March 27, 2023, on the basis of three rights shares for every two adjusted ordinary shares, completed on July 5, 2023, to strengthen the Group's financial position[20]. - The Rights Issue raised approximately HK$88.6 million before expenses, with net proceeds of approximately HK$84.6 million after expenses[61]. - The Group intends to use the net proceeds from the Rights Issue for partial repayment of outstanding loans and general working capital[61]. Joint Ventures and Redevelopment - A joint venture agreement was entered into with Guangdong Huasuan International Industrial Park Investment Development Co., Ltd. for the redevelopment of the Group's land into a precision intelligent manufacturing center[18]. - The Joint Venture aims to redevelop the land into a landmark precision intelligent manufacturing center and R&D innovation hub, with properties for leasing or sale[112]. - Huasuan is responsible for funding the entire redevelopment costs, while ZSS will secure bank loans if necessary[112]. - The Group will retain 20% of the total gross floor area and corresponding revenue from new buildings, while Huasuan will receive 80%[115]. Corporate Governance - The Company has complied with all mandatory disclosure requirements and code provisions of the Corporate Governance Code for the year ended December 31, 2023, with one noted deviation[137]. - The Board consists of two executive Directors, one non-executive Director, and three independent non-executive Directors as of December 31, 2023[144]. - The Company has arranged liability insurance for Directors and senior management, which is reviewed annually to cover legal actions arising from corporate activities[173]. - The Audit Committee held three meetings in 2023 to review annual audit planning, annual results, interim audit planning, and internal control reviews[187]. - The Nomination Committee conducted one meeting in 2023 to assess the structure, size, and composition of the Board[193].

Financial Performance - The group's revenue for the year was approximately HKD 562,000,000[39] - The group reported a loss of approximately HKD 136,600,000 for the year[39] - The loss attributable to the company's owners was approximately HKD 126,600,000[39] - The group's gross profit for the year ended December 31, 2023, was HKD 73,608,000, compared to HKD 79,692,000 in 2022[84] - The group reported a loss before tax of HKD 140,759,000 for the year ended December 31, 2023, compared to a loss of HKD 67,841,000 in 2022[84] - The total comprehensive loss for the year ended December 31, 2023, was HKD 124,721,000, compared to HKD 82,242,000 in 2022[84] - The basic loss per share for the year was approximately HKD 0.1475[39] - The company reported a net loss attributable to shareholders of HKD 126,566,000 for the year[134] Revenue Breakdown - 永辰 contributed revenue of approximately HKD 524,200,000 for the year ended December 31, 2022, but also contributed a loss of about HKD 200,000 to the overall group loss[2] - Revenue from media entertainment platform-related products was approximately HKD 97,454,000, an increase from approximately HKD 92,890,000 in 2022, representing a growth of about 4.91%[45] - Revenue from other multimedia products decreased by approximately 24.74%, amounting to HKD 100,332,000 compared to HKD 133,311,000 in 2022[71] - Revenue from satellite television equipment and antenna products was approximately HKD 364,249,000, a decrease of about 29.92% from HKD 519,753,000 in 2022[50] - The group's Asian revenue for the year ended December 31, 2023, was approximately HKD 94,271,000, a decrease of 45.29% from HKD 172,297,000 in 2022[54] - The group's North American revenue decreased by approximately 22.57%, amounting to HKD 346,801,000 compared to HKD 447,901,000 in 2022[56] - Revenue from South America accounted for approximately 5.37% of the group's total revenue for the year ended December 31, 2023, down from 6.28% in 2022[80] - Revenue from Europe accounted for approximately 14.41% of the group's total revenue for the year ended December 31, 2023, up from 8.85% in 2022[96] - Revenue from North America accounted for approximately 61.70% of the group's total revenue for the year ended December 31, 2023, compared to 60.04% in 2022[97] Assets and Liabilities - The group has a net liability of HKD 36,963,000 as of December 31, 2023, indicating significant uncertainty regarding its ability to continue as a going concern[20] - Non-current liabilities increased to HKD 394,536,000 in 2023 from HKD 162,320,000 in 2022[87] - Non-current assets totalled HKD 345,657,000 in 2023, a decrease of 2.7% from HKD 354,135,000 in 2022[105] - Current assets amounted to HKD 501,099,000 in 2023, down 2.3% from HKD 512,730,000 in 2022[105] - Current liabilities decreased significantly to HKD 489,183,000 in 2023, a reduction of 29.3% from HKD 691,694,000 in 2022[105] - The net current assets improved to HKD 11,916,000 in 2023, compared to a negative net of HKD 178,964,000 in 2022[105] Corporate Governance and Compliance - The company has complied with the corporate governance code and confirmed that all directors adhered to the necessary standards for securities trading during the year ended December 31, 2023[14] - The independent auditor's report for the group's consolidated financial statements for the year ended December 31, 2023, has been reviewed by the audit committee[16] - The delay in publishing the 2023 annual results was primarily due to the auditors not receiving all necessary information from significant components, including Dish Media and 永辰[9] - The auditors required additional time to complete the audit of the group's consolidated financial statements due to the delays in receiving information[5] Future Outlook and Strategies - The group is focusing on identifying promising business opportunities in emerging markets to expand revenue sources amid economic challenges[41] - The group is developing new 5G-related products, including next-generation radio frequency channels and antenna products, to capitalize on market opportunities[42] - The group is seeking to mitigate the impact of the US-China trade war by sourcing from suppliers outside of China, particularly in Southeast Asia[60] - The company has launched new 5G peripherals and IoT-related products to enhance revenue and cash flow[113] Shareholder Information - The company will temporarily suspend the transfer of shares for the annual general meeting scheduled for June 7, 2024[6] - The company plans to issue 738,242,235 rights shares at a subscription price of HKD 0.12 per share, aiming to raise approximately HKD 88,600,000 before expenses[82] - The annual report for the year ending December 31, 2023, will be timely sent to shareholders and published on the company's website and the Hong Kong Stock Exchange website[198] - The company has resumed trading as of the announcement date[199] Employee and Operational Costs - Total employee benefits expenses amounted to HKD 84,783,000, an increase from HKD 80,168,000 in the previous year[134] - The company incurred research and development costs of HKD 26,059,000 during the year[141] - The company has outstanding bank and other borrowings of HKD 79,728,000 due within the next twelve months[134] - The company has taken measures to control costs and expenses, which are expected to contribute positively to its financial performance[113]

Financial Performance - The loss attributable to owners of the Company for the six months ended June 30, 2023, was HK$48,804,000, compared to a loss of HK$20,138,000 for the same period in 2022[2]. - The Group's revenue for the six months ended June 30, 2023, was approximately HK$295.3 million, a decrease of 32.8% compared to HK$439.6 million for the same period in 2022, primarily due to the ongoing impact of the pandemic[53][56]. - The Group's total comprehensive income for the period was a loss of HK$50,237,000, which includes an exchange difference on translation of foreign operations of HK$1,433,000[163]. - The company reported a net loss of HK$48,804,000 for the six months ended June 30, 2023, compared to a loss of HK$20,138,000 for the same period in 2022[160]. - The total comprehensive loss for the period was HK$49,325,000, compared to a loss of HK$19,015,000 in the same period of 2022[150]. Revenue Breakdown - Revenue from the media entertainment platform related products segment decreased by 17.7% compared to the six months ended June 30, 2022, amounting to approximately HK$53.6 million (six months ended June 30, 2022: HK$65.1 million)[25]. - Revenue from the other multimedia products segment decreased by 18.9% to approximately HK$49.8 million compared to HK$61.5 million for the six months ended 30 June 2022[29]. - Revenue from satellite TV equipment and antenna products was approximately HK$191.9 million, down from HK$313.0 million for the six months ended 30 June 2022, representing a decline[33]. - Revenue from Asia decreased by 57.7% to approximately HK$43.8 million compared to HK$103.5 million for the six months ended 30 June 2022[35]. - Revenue from North America for the six months ended June 30, 2023 was approximately HK$184.2 million, a 24.8% decrease compared to HK$245.0 million for the same period in 2022[37]. Operational Changes and Strategies - The Group is exploring opportunities to enhance investment returns from its factory buildings in Zhongshan, PRC, through redevelopment into a precision intelligent manufacturing center[11]. - A joint venture agreement was entered into with Guangdong Huasuan International Industrial Park Investment Development Co., Ltd. for the purpose of redevelopment[11]. - The Group continues to adopt a prudent approach in managing cash flows and seeks business opportunities in emerging markets[8]. - The Group has been outsourcing production to suppliers in Vietnam since 2018, gradually closing its manufacturing facilities in Zhongshan, China, to enhance investment returns[20]. - The Group's research and development team is working on new products at its research center in Hsinchu, Taiwan, aiming to capitalize on market trends in 5G technology[18]. Financial Position and Liquidity - As of June 30, 2023, the Group's total borrowings were approximately HK$420.9 million, an increase from HK$370.5 million as of December 31, 2022[75]. - The Group's cash and cash equivalents as of June 30, 2023, were approximately HK$186.6 million, compared to HK$79.2 million as of December 31, 2022[73][77]. - The current ratio as of June 30, 2023, was 0.79, slightly improved from 0.74 as of December 31, 2022[74][77]. - The Group's financial position raises significant doubt about its ability to continue as a going concern[172]. - The Directors believe the Group can renew existing bank loans upon expiry based on good relationships with major banks[174]. Shareholder and Capital Structure - A rights issue was proposed on March 27, 2023, on the basis of three rights shares for every two shares in issue, which was completed on July 5, 2023, to strengthen the Group's financial position and improve liquidity[19]. - The shareholding structure changed significantly post-Rights Issue, with First Steamship's shareholding increasing from 25.39% to 38.52%[43]. - The total number of shares increased from 492,161,490 before the Rights Issue to 1,230,403,725 after completion[43]. - The Company proposed to issue 738,242,235 Rights Shares at a subscription price of HK$0.12 per Rights Share to raise approximately HK$88.6 million before expenses[41]. - The Rights Issue was completed on 5 July 2023, with net proceeds of approximately HK$84.6 million after deducting relevant expenses[41]. Corporate Governance and Compliance - The Audit Committee reviewed the unaudited condensed consolidated financial statements and confirmed they were prepared in accordance with applicable accounting standards[145]. - The company has emphasized good corporate governance practices to enhance shareholder value and ensure long-term benefits[136]. - There were no incidents of non-compliance regarding securities transactions by Directors during the six months ended June 30, 2023[138]. - The company maintained the prescribed public float under the Listing Rules as of the date of the interim report[140]. - The financial statements have been prepared in accordance with Hong Kong Accounting Standards and the Listing Rules[170]. Future Outlook - The Group continues to focus on enhancing its product offerings and expanding its market presence through strategic initiatives[200]. - The management remains optimistic about future growth prospects, driven by innovation and market demand[200]. - The Group's performance metrics will be closely monitored to ensure alignment with strategic objectives and market conditions[200]. - The company plans to focus on its businesses in Asia, Europe, and North America for future growth[37]. - The Group is developing new 5G related products, including next-generation radio frequency and antenna products, in response to anticipated business opportunities in the 5G and IoT markets[18].

Financial Performance - The Group recorded a decrease in gross profit ratio from 13.08% in 2021 to 10.68% in 2022 due to increased material costs and global shortages[7]. - The Group's loss before finance costs and income tax was HK$23,070,000 in 2022, compared to a profit of HK$30,554,000 in 2021[7]. - Revenue for the year ended 31 December 2022 was approximately HK$746.0 million, representing a decrease of 19.5% compared to approximately HK$926.5 million for the year ended 31 December 2021[49]. - Loss attributable to owners of the Company was approximately HK$77.5 million for the year ended 31 December 2022, compared to a loss of approximately HK$25.4 million for the year ended 31 December 2021[49]. - Basic loss per share for the year ended 31 December 2022 was HK15.67 cents, compared to HK6.32 cents for the year ended 31 December 2021[49]. - The Group's finance costs for the year ended 31 December 2022 were approximately HK$28.2 million, compared to approximately HK$28.1 million for the year ended 31 December 2021[49]. - Income tax expense for the year ended 31 December 2022 was approximately HK$12.7 million, compared to HK$9.8 million for the year ended 31 December 2021[49]. - The Group incurred a net loss of HK$77,548,000 attributable to owners of the Company for the year ended 31 December 2022[34]. Revenue Breakdown - Revenue from the media entertainment platform related products segment decreased by 20.97% to approximately HK$92,890,000 in 2022, with segment results declining by 124.59%[7]. - The other multimedia products segment's revenue fell by 50.97% to approximately HK$133,311,000, with segment results decreasing by 67.91%[9]. - Revenue from the satellite TV equipment and antenna products segment was approximately HK$519,753,000, a slight decrease of 3.22% compared to 2021, while segment results decreased by 26.72%[13]. - Revenue from Asia for the year ended 31 December 2022 was approximately HK$172,297,000, representing a 48.15% increase compared to HK$116,297,000 for the year ended 31 December 2021[17]. - Revenue from Europe for the year ended 31 December 2022 was approximately HK$65,982,000, reflecting a 47.31% decrease from HK$125,236,000 for the year ended 31 December 2021[17]. - Revenue from North America for the year ended 31 December 2022 was approximately HK$447,901,000, a 28.49% decrease compared to HK$626,389,000 for the year ended 31 December 2021[21]. - Revenue from South America for the year ended 31 December 2022 was approximately HK$46,827,000, showing a 14.43% growth from HK$40,922,000 for the year ended 31 December 2021[21]. - Revenue from the Middle East for the year ended 31 December 2022 was approximately HK$11,289,000, indicating a 30.46% drop from HK$16,234,000 for the year ended 31 December 2021[17]. Financial Position and Liquidity - As of 31 December 2022, the Group's current liabilities exceeded its current assets by HK$178,964,000, indicating a material uncertainty regarding the Group's ability to continue as a going concern[34]. - The current ratio of the Group decreased to 0.74 in 2022 from 0.99 in 2021, indicating a decline in liquidity[57]. - The Group's total cash and cash equivalents as of December 31, 2022, were HK$79.2 million, down from HK$111.4 million in 2021[57]. - Total borrowings as of December 31, 2022, were approximately HK$370.5 million, a decrease from HK$390.9 million in 2021[57]. - The gearing ratio increased from 38.43% in 2021 to 42.73% in 2022, reflecting a higher level of debt relative to total assets[57]. Corporate Governance - The Company has maintained directors' liability insurance throughout the year, providing appropriate cover for the Directors[133]. - The Group has complied with all mandatory disclosure requirements and code provisions of the Corporate Governance Code for the year ended December 31, 2022[120]. - The Company emphasizes the importance of good corporate governance to enhance shareholder value and ensure long-term benefits[120]. - The Board has adopted a policy to obtain independent views and input, ensuring independent professional advice is available when necessary[178]. - The Company has arranged appropriate insurance coverage for Directors and officers' liabilities, which is reviewed annually[115]. Audit and Compliance - The consolidated financial statements were prepared in compliance with Hong Kong Financial Reporting Standards and provide a true and fair view of the Group's financial position[31]. - The audit was conducted in accordance with Hong Kong Standards on Auditing, ensuring the independence of the auditors[34]. - The audit opinion was not modified despite the material uncertainty related to going concern[34]. - The Audit Committee monitors the integrity of the Company's financial statements and annual reports[151]. - The Audit Committee held 4 meetings during the year ended December 31, 2022, to review annual results and risk management policies[155]. Business Strategy and Future Plans - The Group is exploring new business opportunities and enhancing its product portfolio to meet changing customer demands[9]. - The company plans to focus on exploring new business opportunities in Asia and South America due to their strong performance[21]. - The Group's future plans for material investments are contingent upon obtaining necessary approvals and resolving outstanding matters related to the redevelopment[91]. - The Group is sourcing from suppliers outside the PRC to mitigate the impact of increased freight charges and material costs[9][15]. Employee and Workforce Information - The Group employed a total of 669 full-time employees as of December 31, 2022, a decrease from 700 in 2021[81]. - The gender ratio in the workforce for the year ended December 31, 2022, is Male:Female = 5.5:4.5[178]. - The company appointed Ms. Chen Wei-Hui as an independent non-executive Director, achieving gender diversity on the Board[175]. Risk Management - The Group's expected credit losses (ECLs) for loans to associates were measured using a 12-month ECL approach, reflecting a proactive credit risk management strategy[62]. - The Company emphasizes maintaining and enhancing the effectiveness of its internal control system[192]. - Compliance with applicable laws and regulations by each business unit is monitored[191].

香港交易及結算所有限公司及香港聯合交易所有限公司（「聯交所」）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。 Sandmartin International Holdings Limited 聖馬丁國際控股有限公司* （於百慕達註冊成立的有限公司） （股份代號：482） 截至二零二二年十二月三十一日止年度 全年業績公告 財務摘要 • 本集團於本年度收益為746,000,000港元 • 本集團於本年度經扣除融資成本、所得稅支出、折舊、攤銷及撥回預付租 賃款項前虧損為23,100,000港元 • 本年度虧損為80,500,000港元 • 本公司擁有人應佔本年度虧損為77,500,000港元 ...