Sandmartin International : PROPOSED GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE NEW SHARES, RE-ELECTION OF RETIRING DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer 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 form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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 however 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 GENERAL MANDATES TO REPURCHASE SHARES

AND ISSUE NEW SHARES,

RE-ELECTION OF RETIRING DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in the lower portion of the cover and the first page of this circular shall have the same respective meanings as those defined in the section headed ''Definitions'' of this circular.

A notice convening the AGM 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 Thursday, 3 June 2021 at 3:00 p.m. is set out on pages 14 to 17 of this circular.

Whether or not you are able to attend the AGM, please complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share 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 AGM 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 AGM, or any adjournment thereof (as the case may be), should you so wish.

PRECAUTIONARY MEASURES FOR THE AGM

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

1. Compulsory temperature screening/checks;
2. Wearing of surgical face mask; and
3. No drinks, refreshments or souvenirs will be provided.

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

The Company would like to encourage Shareholders to exercise their right to vote at the AGM by appointing the chairman of the AGM as their proxy and to return their form of proxy by the time specified above, instead of attending the AGM in person.

• For identification purpose only

28 April 2021

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PRECAUTIONARY MEASURES FOR THE AGM

In view of the ongoing COVID-19 pandemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the AGM to protect attending Shareholders, staff and other stakeholders from the risk of infection:

1. The venue of the AGM is located in Zhongshan, Guangdong Province, the People's Republic of China. Shareholders attending the AGM shall pay early attention to and comply with the relevant regulations and requirements regarding health report, quarantine and observation during the pandemic prevention and control period in Zhongshan. The Company will strictly comply with the requirements regarding the pandemic prevention and control stipulated by government departments, and take relevant prevention and control measures including monitoring the temperatures of Shareholders attending the AGM under the guidance and supervision of relevant government departments.
2. The Company will take the temperature of the attendees and refuse entry of those with a fever or is exhibiting flu-like symptoms.
3. Alcohol rubs/hand sanitiser will be provided at the venue of the AGM.
4. Attendees must wear surgical face masks and those not wearing will not be allowed to attend the AGM.
5. No drinks, refreshments or souvenirs will be provided in the AGM.
6. If the number of Shareholders attending the AGM reaches the maximum amount stipulated by the relevant government departments at the date of the AGM in accordance with the regulations and requirements regarding the pandemic prevention and control, Shareholders shall be admitted on a ''first-come-first-served'' basis, and Shareholders subsequently arriving may not be able to enter the AGM venue.

To the extent permitted by law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In the interest of all stakeholders' health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights.

As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

If Shareholders have any questions relating to the AGM, please contact Boardroom Share Registrars (HK) Limited, the Company's Hong Kong branch share registrar as follows:

Boardroom Share Registrars (HK) Limited

Room 2103B, 21/F.

148 Electric Road

North Point, Hong Kong

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

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LETTER FROM THE BOARD

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 GENERAL MANDATES TO REPURCHASE SHARES

AND ISSUE NEW SHARES,

RE-ELECTION OF RETIRING DIRECTORS,

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with the notice of AGM and the information regarding the following resolutions to be proposed at the AGM to enable the Shareholders to make an informed decision on whether to vote for or against the resolutions.

Resolutions to be proposed at the AGM include, inter alia, (i) the grant of each of the Repurchase Mandate, the Issue Mandate and the Extension Mandate; and (ii) the re-election of retiring Directors.

• For identification purpose only

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LETTER FROM THE BOARD

2. GENERAL MANDATE TO REPURCHASE SHARES

As at the Latest Practicable Date, there were 3,281,076,710 Shares in issue. Given that the general mandate granted to the Directors to repurchase Shares pursuant to an ordinary resolution passed by the Shareholders at the annual general meeting held on 29 June 2020 will lapse at the conclusion of the AGM, an ordinary resolution will be proposed at the AGM to grant to the Directors the Repurchase Mandate to repurchase Shares of up to an aggregate of not exceeding 10% of the total number of issued Shares as at the date of passing of the relevant resolution at the AGM (i.e. of not exceeding 328,107,671 Shares assuming no further Shares will be issued and no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the AGM). The Repurchase Mandate will end at the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Bye-laws or any applicable laws of the Bermuda; or (iii) the date on which such authority is revoked or varied by ordinary resolution of the Shareholders in general meeting of the Company.

An explanatory statement containing the particulars required by the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against the proposed Repurchase Mandate is set out in Appendix I to this circular.

3. GENERAL MANDATE TO ISSUE SHARES

As at the Latest Practicable Date, there were 3,281,076,710 Shares in issue. Given that the general mandate granted to the Directors to issue Shares pursuant to an ordinary resolution passed by the Shareholders at the annual general meeting held on 29 June 2020 will lapse at the conclusion of the AGM, an ordinary resolution will be proposed at the AGM to grant to the Directors the Issue Mandate to allot, issue and deal with Shares of up to an aggregate of not exceeding 20% of the total number of issued Shares as at the date of passing of the relevant resolution at the AGM (i.e. of not exceeding 656,215,342 Shares assuming no further Shares will be issued and no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the AGM). The Issue Mandate will end at the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Bye-laws or any applicable laws of Bermuda; or (iii) the date on which such authority is revoked or varied by ordinary resolution of the Shareholders in general meeting of the Company.

Subject to the passing of the aforesaid ordinary resolutions of the Repurchase Mandate and the Issue Mandate, an ordinary resolution will also be proposed to authorise the Directors the Extension Mandate to increase the total number of Shares which may be allotted and issued under the Issue Mandate by an additional number representing such number of Shares which may be repurchased under the Repurchase Mandate.

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LETTER FROM THE BOARD

4. RE-ELECTION OF RETIRING DIRECTORS

Retirement and re-election of Directors

Pursuant to the Bye-laws 87(1) and 87(2), at each annual general meeting of the Company, one-third of the Directors for the time being shall retire from office by rotation, provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. Mr. Chen Wei Chun (''Mr. Chen'') (an executive Director) and Mr. Kuo Jen Hao (''Mr. Kuo'') (a non-executive Director) will retire as Directors at the AGM and be eligible to offer themselves for re-election at the AGM. Mr. Chen and Mr. Kuo offer themselves for re-election at the AGM.

The biographical details of all the retiring Directors are set out in Appendix II to this circular as required to be disclosed under the Listing Rules.

Recommendations of the Nomination Committee

The Nomination Committee, comprising all independent non-executive Directors, had assessed and reviewed the written confirmation of independence of each of the independent non-executive Directors during the Year based on the independence criteria as set out in Rule 3.13 of the Listing Rules and confirmed that all of them remain independent.

The Nomination Committee has taken into account the nomination policy adopted by the Company, the Board's composition as well as various diversity aspects in the selection and nomination process for the retiring Directors. Based on the board diversity policy of the Company, the Nomination Committee is satisfied with the performance of the retiring Directors during the Year and considers that the retiring Directors would bring to the Board their own perspective, skills and experience which in turn they can contribute to the diversity of the Board, in particular, with their strong and diversified educational background and professional experience in their expertise, including their in-depth knowledge in business strategies, corporate finance and management experience in the electronics manufacturing industry. Therefore, with the recommendation of the Nomination Committee, the Board has proposed that all of the retiring Directors stand for re-election as Directors at the AGM.

As a good corporate governance practice, each of the retiring Directors abstained from voting at the relevant Board meeting on the respective propositions of their recommendations for re-election by the Shareholders at the AGM. The Board believes that the continuous appointment of the retiring Directors contributes to the stability and diversity of the Board.

5. NOTICE OF AGM

A notice convening the AGM is set out on pages 14 to 17 of this circular. Resolutions in respect of the Repurchase Mandate, the Issue Mandate, the Extension Mandate and the reelection of the retiring Directors will be proposed at the AGM. As at the Latest Practicable

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LETTER FROM THE BOARD

Date, to the best of the Directors' knowledge, information and belief, having made all reasonable enquires, no Shareholder is required to abstain from voting on any resolutions to be proposed at the AGM.

6. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. The chairman of the AGM shall therefore demand that voting on all resolutions set out in the notice of AGM be taken by way of poll pursuant to Bye-law 66.

On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for each Share registered in his/her name in the register of members. A Shareholder entitled to more than one vote need not use all his/her votes or cast all the votes he/she uses in the same way.

7. FORM OF PROXY

A form of proxy for use by the Shareholders at the AGM is enclosed. Such form of proxy is also published on the Company's website at www.sandmartin.com.hk and the Stock Exchange's website at www.hkexnews.hk. Whether or not you are able to attend the AGM, please complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar, Boardroom Share Registrars (HK) Limited, Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, as soon as practicable but in any event no less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM, or any adjournment thereof (as the case may be), should you so wish.

8. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

9. RECOMMENDATIONS

The Directors are of the opinion that the proposed ordinary resolutions for the granting of the Repurchase Mandate, the Issue Mandate, the Extension Mandate and the re-election of retiring Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Shareholders vote in favour of the relevant resolutions to be proposed at the AGM as set out in the notice of AGM on pages 14 to 17 of this circular.

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LETTER FROM THE BOARD

10. GENERAL

Your attention is also drawn to the additional information set out in Appendix I (Explanatory Statement of the Repurchase Mandate) and Appendix II (Details of the retiring Directors proposed for re-election at the AGM) to this circular.

11. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully

For and on behalf of the Board

Sandmartin International Holdings Limited

Lau Yau Cheung

Chairman

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APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

This appendix includes an explanatory statement required by Rule 10.06(1)(b) of the Listing Rules to be presented to the Shareholders in connection with the Repurchase Mandate proposed to be granted to the Directors at the AGM.

1. EXERCISE OF THE REPURCHASE MANDATE

As at the Latest Practicable Date, the total number of Shares in issue was 3,281,076,710 Shares.

Subject to the passing of the ordinary resolution granting the Repurchase Mandate and assuming that no further Shares will be issued and no Shares will be repurchased and cancelled after the Latest Practicable Date and up to the date of the AGM, the Company would be allowed to repurchase a maximum of 328,107,671 Shares (representing 10% of the total number of issued Shares). The Repurchase Mandate, if granted at the AGM, will end at the earliest of:

1. the conclusion of the next annual general meeting of the Company;
2. the expiration of the period within which the next annual general meeting of the Company is required to be held by the Bye-laws or any applicable laws of Bermuda; or
3. the date on which such authority is revoked or varied by ordinary resolution of the Shareholders in general meeting of the Company.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders to seek a general authority from the Shareholders to enable the Directors to repurchase Shares in the market.

Repurchases may, depending on market conditions and funding arrangements at the time, result in an enhancement of the net asset value and/or earnings per Share. The Directors are seeking the grant of the Repurchase Mandate to give the Company the flexibility to repurchase Shares if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which they are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then prevailing. Repurchase of Shares will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

Pursuant to the Repurchase Mandate, repurchases will be made out of funds which are legally available for such purpose in accordance with all applicable laws of Bermuda and the memorandum of association of the Company and the Bye-laws.

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APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

Under Bermuda laws, share repurchases may only be made out of the capital paid up on the relevant shares or out of the funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purposes of the repurchase. Any amount of premium payable may only be provided for out of funds of the Company which would otherwise be available for dividend or distribution or out of the Company's share premium account before the Shares are repurchased.

4. IMPACT OF SHARE REPURCHASE

Based on the audited consolidated financial statements of the Company as at 31 December 2020 (being the date to which the latest published audited financial statements of the Company have been made up), the Directors consider that the exercise in full of the Repurchase Mandate might have a material adverse impact on the working capital position or gearing position of the Company. However, the Directors do not propose to make any Share repurchases to such an extent that it would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels, which in the opinion of the Directors, are from time to time appropriate for the Company.

5. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the previous twelve months up to the Latest Practicable Date were as follows:

Source: the Stock Exchange

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APPENDIX I EXPLANATORY STATEMENT OF THE REPURCHASE MANDATE

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchases pursuant to the proposed Repurchase Mandate and in accordance with the Listing Rules, the Bye-laws and the laws of Bermuda.

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their respective close associates, has any present intention, to sell any Shares to the Company under the proposed Repurchase Mandate if such is approved by the Shareholders.

No core connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company, or has undertaken not to do so in the event that the Repurchase Mandate is approved by the Shareholders.

7. EFFECT OF THE TAKEOVERS CODE

A repurchase of Shares by the Company may result in an increase in a Shareholder's proportionate interest in the voting rights of the Company, which may in certain circumstances give rise to an obligation for the relevant Shareholder(s) to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, First Steamship Company Limited together with its associates (''First Steamship'') were interested in an aggregate of 950,859,347 Shares, representing approximately 28.98% in aggregate of the total number of issued Shares.

On the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM and in the event that the Directors exercise in full the power to repurchase Shares pursuant to the proposed Repurchase Mandate, the interests of First Steamship in the Shares would be increased to approximately 32.20%. Accordingly, the Directors consider that such an increase would give rise to an obligation on the part of First Steamship to make a mandatory offer under Rule 26 of the Takeovers Code. However, it would not reduce the number of Shares in the hands of the public to less than the minimum percentage of 25% of the total number of issued Shares.

The Directors will exercise the power conferred by the Repurchase Mandate to repurchase Shares in circumstances which they deem appropriate for the benefits of the Company and the Shareholders as a whole. The Directors do not have any present intention to exercise the Repurchase Mandate to the extent as would result in a requirement for First Steamship to make a mandatory offer under the Takeovers Code.

8. SHARE REPURCHASE MADE BY THE COMPANY

The Company has not purchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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Particulars of the retiring Directors (as required by the Listing Rules) being proposed for re-election at the AGM are set out as follows:

EXECUTIVE DIRECTOR

Mr. Chen Wei Chun, aged 44, joined the Group in May 2015 and was appointed as an executive Director and chief financial officer of the Company on 28 August 2015 and 30 November 2017 respectively. He is also the director and the chief financial officer of Pro Brand Technology, Inc. (''Pro Brand''), a non-wholly owned subsidiary of the Company. Mr. Chen graduated from National Chengchi University and Shih Chien University with a master's degree in finance and a master's degree in business administration respectively. He is well experienced in accounting and finance industries. Prior to joining the Group, Mr. Chen was the head of finance department of TTY Biopharm Company Limited and head of finance department of K.H.S. Musical Instrument Company Limited.

Mr. Chen has further entered into a service agreement with the Company for a term of three years commencing 24 August 2018 and may be terminated by either party by giving to the other three months' prior written notice. His directorship is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws and the Listing Rules. Mr. Chen's remuneration was approximately HK$1,088,000 per annum which was recommended by the Remuneration Committee and determined by the Board with reference to the Company's profitability, performance and the remuneration policy and guidelines adopted by the Remuneration Committee. As at the Latest Practicable Date, Mr. Chen was deemed to be interested in 650,000 shares of Pro Brand, representing 0.82% of the issued shares of Pro Brand within the meaning of Part XV of the SFO. Among which, 350,000 shares of Pro Brand were held by Jun Zhong Investment Limited* (鈞仲投資有限公司) in which Mr. Chen beneficially owned the entire issued share capital and the rest of 300,000 shares of Pro Brand were owned by Mr. Chen personally.

Save as disclosed above, Mr. Chen (i) does not hold any directorship in other listed public companies in the last three years; (ii) does not have any relationship with any Director, member of senior management or substantial or controlling Shareholders; and (iii) did not have any interest in the Shares within the meaning of Part XV of the SFO.

In addition, there is no other matter that needs to be brought to the attention of the Shareholders and there is no information relating to Mr. Chen which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

NON-EXECUTIVE DIRECTOR

Mr. Kuo Jen Hao, aged 44, was appointed as a non-executive Director on 18 August 2017. He graduated with a bachelor's degree in Business Administration from Aletheia University in Taiwan and holds a master's degree of business administration from Pace University in 2003 in the United States. Mr. Kuo is a certified public accountant of the New Jersey State Board of Accountancy.

• For identification purpose only

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He has several years of work experience in investment advisory, financial advisory and corporate finance at PricewaterhouseCoopers, Bank of America Merrill Lynch and Private Equity Management Group and held various key roles at several private and listed companies engaging in (i) the administrative and corporate business; (ii) corporate finance; and (iii) general management in real estate development business, shipping business, retailing business and logistics business. Mr. Kuo has a wealth of experience in business strategy development and innovation management.

He is the chairman and the general manager of First Steamship (a company listed on the Taiwan Stock Exchange Corporation (''TWSE'') (TWSE Stock Code: 2601) and is a substantial Shareholder and through its subsidiaries collectively holds 28.98% of the issued share capital of the Company. Mr. Kuo is also a director and the chairman of Grand Ocean Retail Group Limited (a company listed on the TWSE (TWSE Stock Code: 5907) and is a subsidiary of First Steamship) and Taiwan Environment Scientific Co., Ltd. (a company listed on the Taipei Exchange) (Taipei Exchange Stock Code: 8476). He is currently a non-executive director of Da Yu Financial Holdings Limited (Stock Code: 1073). He is also a director of several subsidiaries of First Steamship including but not limited to Mariner Finance Limited, Morton Securities Limited and First Steamship S.A. He has served as a non-executive director and the chairman of the board of Summit Ascent Holdings Limited (Stock Code: 102) from 28 December 2017 to 26 April 2019. Mr. Kuo was a director of IRC Properties, Inc. (a company listed on the Philippine Stock Exchange) from July 2017 to May 2018.

Mr. Kuo has further entered into a letter of appointment with the Company for a fixed term of three years with effect from 18 August 2020 after the expiry of the first letter of appointment and may be terminated by either party by giving to the other one month's prior written notice. His directorship is subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Bye-laws and the Listing Rules. Mr. Kuo is entitled to receive a Director's fee of HK$120,000 per annum which was recommended by the Remuneration Committee and determined by the Board with reference to the financial performance of the Company and his time and effort spent on the Board.

Save as disclosed above, Mr. Kuo does not (i) hold any position with the Company or other member of the Company's group nor has any directorship in other listed public companies in the last three years; (ii) does not have any relationship with any Director, member of senior management or substantial or controlling Shareholders; and (iii) did not have any interests in the Shares within the meaning of Part XV of the SFO.

In addition, there is no other matter that needs to be brought to the attention of the Shareholders and there is no information relating to Mr. Kuo which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF AGM

Sandmartin International Holdings Limited

聖 馬 丁 國 際 控 股 有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 482)

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the ''AGM'') of Sandmartin International Holdings Limited (the ''Company'') will 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 Thursday, 3 June 2021 at 3:00 p.m. for the following purposes:

AS ORDINARY BUSINESSES

1. To consider and adopt the audited consolidated financial statements of the Company for the year ended 31 December 2020 together with the reports of the directors and of the auditor thereon.
2. (A) To re-elect Mr. Chen Wei Chun as an executive director of the Company.
3. 1. To re-elect Mr. Kuo Jen Hao as a non-executive director of the Company.
   2. To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.
4. To re-appoint BDO Limited as auditor of the Company and to authorise the board of directors of the Company to fix its remuneration.

AS SPECIAL BUSINESSES

ORDINARY RESOLUTIONS

• 4. ''THAT:

  1. subject to paragraph (c) below, the exercise by the directors of the Company (the ''Directors'') during the Relevant Period (as defined below) of all the powers of the Company to purchase issued shares in the capital of the Company subject to and in accordance with all applicable laws, the Bye-Laws of the Company (the ''Bye-laws'') and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time be and is hereby generally and unconditionally approved;
• For identification purpose only

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NOTICE OF AGM

1. the approval in paragraph (a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as defined below) to procure the Company to purchase its shares at a price determined by the Directors;
2. the aggregate number of shares of the Company which may be purchased by the Directors pursuant to the approval in paragraph (a) shall not exceed 10% of the total number of the issued shares of the Company as at the date of passing this resolution and the authority shall be limited accordingly; and
3. for the purposes of this resolution:
   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable laws to be held; or
   3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company (the ''Shareholders'') in general meeting.''

5. ''THAT:

1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company and to make or grant offers, agreements, options (including warrants, bonds and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers either during or after the Relevant Period be and is hereby generally and unconditionally approved;
2. the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors during the Relevant Period pursuant to the approval granted in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as defined below), or (ii) the share option schemes of the Company approved by The Stock Exchange of Hong Kong Limited, or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws, or (iv) the exercise of rights of subscription or conversion under the terms of any securities which are convertible into shares of the Company, shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF AGM

1. for the purposes of this resolution:
   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by applicable laws or the Bye-laws to be held; or
   3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the Shareholders in general meeting; and

''Rights Issue'' means an offer of shares or other securities of the Company open for a period fixed by the Directors to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognised regulatory body or any stock exchange, in any territory outside Hong Kong).''

6. ''THAT conditional upon the resolutions nos. 4 and 5 above being passed, the aggregate number of shares of the Company which are repurchased by the Company under the authority granted to the Directors as mentioned in resolution no. 4 above shall be added to the aggregate number of shares of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to resolution no. 5 above, provided that such extended number of shares shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution.''

By order of the Board

Sandmartin International Holdings Limited

Lau Yau Cheung

Chairman

Hong Kong, 28 April 2021

Notes:

1. 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 need not be a Shareholder.
2. 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 Hong Kong branch share 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 fixed for holding the AGM. Completion and return of the

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NOTICE OF AGM

form of proxy will not preclude Shareholders from attending and voting in person at the AGM 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.

1. With respect to the resolution no. 2, Mr. Chen Wei Chun and Mr. Kuo Jen Hao will retire from office as Directors at the AGM and, being eligible, offer themselves for re-election.
2. The transfer books and register of members will be closed from Monday, 31 May 2021 to Thursday, 3 June 2021 (both days inclusive) during which period no transfer of shares will be registered. In order to be eligible for attending and voting at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong not later than 4:30 p.m. on Friday, 28 May 2021, which is the record date and last registration date for the AGM.

Additional notes to the AGM:

The holding of the AGM in order to comply with the Listing Rules and the memorandum of association of the Company and the Bye-laws could potentially create a significant risk in terms of the spread of the novel coronavirus 2019 (''COVID-19'') pandemic because of large crowds coming together.

To reduce the risk of spreading the COVID-19 pandemic, the Company wishes to remind the Shareholders and their proxies as follows:

1. Not later than 48 hours before the time of the AGM

Shareholders are strongly encouraged not to attend the AGM in person. Instead, they may appoint the chairman of the AGM to attend and vote on their behalf by completing and depositing the forms of proxy enclosed with the circular with at the Company's Hong Kong branch share registrar, Boardroom Share Registrars (HK) Limited, at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong.

1. At the venue of the AGM
2. 1. The Company will take the temperature of the attendees and refuse entry of those with a fever or is exhibiting flu-like symptoms.
   2. Alcohol rubs/hand sanitiser will be provided.
   3. Attendees must wear surgical face masks and those not wearing will not be allowed to attend the AGM.
   4. No drinks, refreshments or souvenirs will be provided.

As at the date hereof, the Directors 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

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