Sandmartin International : COMPLETION OF SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

(Incorporated in Bermuda with limited liability)

(Stock Code: 482)

COMPLETION OF SUBSCRIPTION OF NEW SHARES

UNDER GENERAL MANDATE

The Board is pleased to announce that all conditions precedent of the Subscription have been fulfilled and the Completion took place on 31 August 2020. 100,000,000 Subscription Shares were allotted and issued to the New Subscriber at the Subscription Price of HK$0.1 pursuant to the Subscription Agreement and the Supplemental Agreement.

Reference is made to the announcements of the Company dated 6 August 2020 and 10 August 2020 in relation to, among other things, the subscription of new Shares under the General Mandate (the "Announcements"). Unless otherwise specified herein, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements.

COMPLETION OF THE SUBSCRIPTION

The Board is pleased to announce that all conditions precedent of the Subscription have been fulfilled and the Completion took place on 31 August 2020. 100,000,000 Subscription Shares were allotted and issued to the New Subscriber at the Subscription Price of HK$0.1 pursuant to the Subscription Agreement and the Supplemental Agreement.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the New Subscriber is a third party independent of the Company and its connected persons (as defined in the Listing Rules). The New Subscriber is not a substantial shareholder (as defined under the Listing Rules) of the Company upon Completion. The net proceeds from the Subscription, after deducting relevant expenses incurred in relation to the Subscription, amount to approximately HK$9,800,000, of which HK$7,000,000 will be used to replenish liquidity of the Company and the rest of HK$2,800,000 will be used as general working capital of the Group.

SHAREHOLDING STRUCTURE OF THE COMPANY

100,000,000 Subscription Shares represent (i) approximately 3.05% of the issued share capital of the Company immediately before the Completion; and (ii) approximately 2.96% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares.

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The table below sets out a summary of the shareholding structure of the Company immediately before and after the Completion:

	Immediately before the	Immediately after the
	Completion		Completion
Shareholder(s)	No. of Shares	Approximate	No. of Shares	Approximate
	held	% of the total	held	% of total
		issued Shares		issued Shares
First Steamship	950,859,347	29.00%	950,859,347	28.14%
Company Limited	(Note 1)
Metroasset	507,188,592	15.47%	507,188,592	15.01%
Investments Limited	(Note 2)
Other shareholders	1,820,777,396	55.53%	1,820,777,396	53.89%
New Subscriber	-	-	100,000,000	2.96%
Total	3,278,825,335	100.00%	3,378,825,335	100.00%

Notes:

1. First Steamship Company Limited ("First Steamship") is interested in 950,859,347 Shares through First
   Mariner Holding Limited, its wholly-owned subsidiary, which holds 833,000,000 Shares and Grand Citi Limited, its non-wholly owned subsidiary, which holds 117,859,347 Shares.
2. These Shares are held by Metroasset Investments Limited, 45.09% and 43.38% of the issued share capital of which are beneficially owned by Mr. Hung Tsung Chin (an executive Director of the Company) and Ms. Chen Mei Huei (spouse of Mr. Hung Tsung Chin) respectively.

By order of the Board

Sandmartin International Holdings Limited

Lau Yau Cheung

Chairman

Hong Kong, 31 August 2020

As at the date of this announcement, the Directors of the Company are:

Executive Directors

Mr. Hung Tsung Chin and Mr. Chen Wei Chun

Non-Executive Director

Mr. Kuo Jen Hao

Independent Non-Executive Directors

Mr. Lau Yau Cheung (Chairman), Mr. Li Chak Hung and Mr. Wu Chia Ming

* For identification purpose only

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