10:06 SANDMARTIN INTERNATIONAL HOLDINGS LIMITED<00482> - Ann. (1) This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. Unless otherwise defined in this announcement, the capitalised terms used herein shall have the same meanings as defined in the prospectus of Sandmartin International (Holdings) Limited (the ``Company'') dated 28 April 2005 (the ``Prospectus''). The Stock Exchange of Hong Kong Limited (the ``Stock Exchange'') and Hong Kong Securities Clearing Company Limited (``HKSCC'') 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. In connection with the Share Offer, G.K. Goh Securities (H.K.) Limited, as the Lead Manager, on behalf of the Underwriters, may over-allocate or effect any other transactions with a view to stabilising or maintaining the market price of the Shares at a level higher than that which might otherwise prevail for a limited period commencing from the date on which dealings in the Shares first commence on the Main Board (the ``Listing Date''). Such stabilising activity will be effected in compliance with all applicable laws and regulatory requirements, including the Securities and Futures (Price Stabilising) Rules under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the ``SFO''). However, there is no obligation on the Lead Manager to conduct any such stabilising activity. Such stabilising activity, if commenced, will be conducted at the absolute discretion of the Lead Manager and may be discontinued at any time, and must be brought to an end after a limited period. The details of the intended stabilisation and how it will be regulated under the SFO are contained in the Prospectus. The number of Shares being offered in the Share Offer may be increased by up to an aggregate of 18,750,000 New Shares through the exercise of the Over-allotment Option granted to the Placing Underwriters by the Company exercisable by the Lead Manager to cover over-allocations in the Placing or to satisfy the obligations of the Lead Manager to return the Shares borrowed under the Stock Borrowing Agreement. The Over-allotment Option is exercisable at any time within 30 days after the date of the last day for lodging applications under the Public Offer, subject to the terms of the Underwriting Agreements. In the event that such Over-allotment Option is exercised, a press announcement will be made. Sandmartin International Holdings Limited (Incorporated in Bermuda with limited liability) LISTING ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF PLACING (NEW SHARES AND SALE SHARES) AND PUBLIC OFFER Number of Offer Shares under the Share Offer : 125,000,000 Offer Shares (subject to Over-allotment Option) Number of Placing Shares : 112,500,000 Placing Shares comprising 62,500,000 New Shares (subject to Over-allotment Option) and 50,000,000 Sale Shares Number of Public Offer Shares : 12,500,000 New Shares Offer Price : HK$1.08 per Offer Share, plus brokerage of 1%, SFC transaction levy of 0.005%, investor compensation levy imposed by the SFC of 0.002% and Stock Exchange trading fee of 0.005% Nominal value : HK$0.10 each Stock code : 482 Sponsor KINGSTON CORPORATE FINANCE LIMITED Lead Manager and Bookrunner G.K. Goh Securities (H.K.) Limited Co-Lead Manager KGI Capital Asia Limited Co-Managers Kingston Securities Limited Quam Securities Company Limited SinoPac Securities (Asia) Limited Tai Fook Securities Company Limited TIS Securities (HK) Limited