Sandmartin : Announcement and Notices – Notice of Special General Meeting

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

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(Incorporated in Bermuda with limited liability)

14, 2014 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions as an ordinary resolution of the Company:

"THAT:

(a) the joint venture agreement (the "JV Agreement") entered into between the Company and Whayu dated December 2, 2013 in relation to the formation of a joint venture company, the acquisition of Sksteck Inc. and its subsidiaries and the deemed disposal of Pro Brand International, Inc. be and is hereby approved, confirmed and ratified;

* For identification purposes only
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(b) any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and are hereby authorised for and on behalf of the Company to execute all such documents, instruments and agreements and to do all such acts and things deemed by him/her to be necessary or expedient for the purpose of giving effect to the JV Agreement and completing the transactions contemplated thereby."

By the order of the Board,

For and on behalf of the board of directors of Sandmartin International Holdings Limited Hung Tsung Chin

Chairman

Hong Kong, March 20, 2014

Registered office:

Clarendon House

2 Church Street

Hamilton, HM11

Bermuda

Principal place of business in Hong Kong:

Units 04-05, 16/F

Nam Wo Hong Building

148 Wing Lok Street

Sheung Wan

Hong Kong

Notes:
1) A form of proxy for use at the meeting is enclosed herewith.
2) The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised to sign the same.
3) Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy needs not be a shareholder of the Company.
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4) In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the meeting.
5) Completion and return of the form of proxy will not preclude shareholders of the Company from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
6) Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.

As at the date of this notice, the Board comprises Mr. Hung Tsung Chin (Chairman), Ms. Chen Mei Huei, Mr. Liao Wen I, Mr. Frank Karl-Heinz Fischer, Mr. Mu Yean Tung and Mr. Shou Philip Ming-Yung as executive directors, and Mr. Hsu Chun Yi, Mr. Lee Chien Kuo and Mr. Han Chien Shan as independent non-executive directors.

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