Sandmartin International : PROPOSED CAPITAL REORGANISATION; PROPOSED CHANGE IN BOARD LOT SIZE; AND NOTICE OF SPECIAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about this Circular or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sandmartin International Holdings Limited, you should at once hand this Circular and the accompanying proxy form to the purchaser or to the licensed securities dealer or registered institution in securities or other agent through whom the sale was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

Sandmartin International Holdings Limited

聖馬丁國際控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 482)

PROPOSED CAPITAL REORGANISATION;

PROPOSED CHANGE IN BOARD LOT SIZE;

AND

NOTICE OF SPECIAL GENERAL MEETING

Financial Adviser to the Company

YU MING INVESTMENT MANAGEMENT LIMITED

禹 銘 投 資 管 理 有 限 公 司

A letter from the Board is set out on pages 7 to 16 of this Circular.

A notice convening the SGM to be held at Industrial Zone No. 3, No. 16 Qianjin Erlu, Xin Qian Jin Village, Tanzhou Town, Zhongshan, Guangdong Province, the People's Republic of China on Wednesday, 9 June 2021 at 10:30 a.m. is set out on pages SGM-1 to SGM-3 of this Circular. Whether or not you are able to attend the SGM, please complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the Registrar, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong as soon as practicable, but in any event not less than 48 hours before the time appointed for holding the SGM, or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM, or any adjournment thereof (as the case may be), should you so wish.

PRECAUTIONARY MEASURES FOR THE SGM

To safeguard the health and safety of the Shareholders and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the SGM:

1. Compulsory body temperature screening/checks;
2. Wearing of surgical face mask; and
3. No provision of refreshments or drinks.

Attendees who do not comply with the precautionary measures referred to in (1) and (2) above may be denied entry to the SGM venue, at the absolute discretion of the Company as permitted by law.

For the health and safety of Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the SGM by appointing the chairman of the SGM as their proxy and to return their proxy forms by the time specified above, instead of attending the SGM in person.

• For identification purpose only

17 May 2021

CONTENTS
	Page
PRECAUTIONARY MEASURES FOR THE SGM . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

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PRECAUTIONARY MEASURES FOR THE SGM

The health of the Shareholders, staff and stakeholders of the Company is of paramount importance to us. To prevent and control the spread of the COVID-19, the Company will implement the following at the SGM as part of the control measures to safeguard the health and safety of our attending Shareholders, staffs and stakeholders of the Company:

1. Compulsory body temperature screening/checks;
2. Wearing of surgical face mask; and
3. No provision of refreshments or drinks.

Attendees who do not comply with the precautionary measures referred to in (1) and (2) above may be denied entry to the SGM venue, at the absolute discretion of the Company as permitted by law.

In addition, the Company would like to remind all attending Shareholders that physical attendance in person at the SGM is not necessary for the purpose of exercising voting rights. The Company encourages the Shareholders to exercise their right to vote at the SGM by appointing the chairman of the SGM as their proxy and return the proxy forms to the Registrar, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be).

Due to the constantly evolving COVID-19 pandemic situation, the Company may be required to change the SGM arrangements at short notice. The Shareholders should check the Company's website (www.sandmartin.com.hk) or the Stock Exchange's website (www.hkexnews.hk) for any future announcements and updates on the SGM arrangements.

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EXPECTED TIMETABLE

The expected timetable for the Capital Reorganisation and the Change in Board Lot Size set out below is for indicative purposes only and it has been prepared on the assumption that all the conditions of the Capital Reorganisation will be fulfilled.

Event	Time and Date
	2021
Latest time for lodging transfer documents
of the Shares to qualify for attendance and
voting at the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4:30 p.m. on Friday, 28 May

Closure of register of members of the Company for determining the identity of the Shareholders entitled to attend and

vote at the SGM (both dates inclusive) . . . . . . . . . . . . . . . . . . . . . . . . Monday, 31 May to Wednesday, 9 June

Latest time for lodging proxy forms

for the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Monday, 7 June

Record date for attendance and voting at the SGM . . . . . . . . . . . . . .

Wednesday, 9 June

Expected date and time of the SGM to

approve the Capital Reorganisation . . . . . . . . . . . . . . 10:30 a.m. on Wednesday, 9 June

Announcement of the poll results of the SGM . . . . . . . . . .	. . . . . . . . Wednesday, 9 June
Register of members re-opens . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . Thursday, 10 June
Effective date for the Capital Reorganisation . . . . . . . . . . .	. . . . . . . . . . . Friday, 11 June
First day for free exchange of existing
share certificates for new share certificates . . . . . . . . . . .	. . . . . . . . . . . Friday, 11 June
Dealing in Adjusted Shares commences . . . . . . . . . . . . . . .	. 9:00 a.m. on Friday, 11	June
Original counter for trading in Existing
Shares in board lots of 2,000 Shares
(in the form of existing share certificates)
temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. 9:00 a.m. on Friday, 11	June
Temporary counter for trading
in Adjusted Shares in board lots of
200 Adjusted Shares (in the form of
existing share certificates) opens . . . . . . . . . . . . . . . . . . .	. 9:00 a.m. on Friday, 11	June
Original counter for trading in Adjusted
Shares in board lots of 10,000 Adjusted Shares
(in the form of new share certificates) re-opens . . . . . . .	9:00 a.m. on Monday, 28	June

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EXPECTED TIMETABLE

Parallel trading in Adjusted Shares
(in the form of new share certificates
and existing share certificates) commences . . . . . . . . . .	9:00 a.m. on Monday, 28 June
Designated broker starts to stand in the
market to provide matching services for
odd lots of the Adjusted Shares . . . . . . . . . . . . . . . . . . .	9:00 a.m. on Monday, 28 June
Temporary counter for trading in Adjusted
Shares in board lots of 200 Adjusted Shares
(in the form of existing share certificates) closes . . . . . .	4:10 p.m. on Monday, 19	July
Parallel trading in Adjusted Shares
(represented by both existing share
certificates and new share certificates) ends . . . . . . . . . .	4:10 p.m. on Monday, 19	July
Latest time for free exchange of existing share
certificates for new share certificates . . . . . . . . . . . . . . .	. . . . . . . . Wednesday, 21	July

Designated broker ceases to provide matching services for odd lots of the

Adjusted Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Wednesday, 11 August

All times stated in this Circular refer to Hong Kong times. Any changes to the anticipated timetable for the Capital Reorganisation and the Change in Board Lot Size, if required, will be published or notified to the Shareholders and the Stock Exchange as and when appropriate.

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