10:07 SANDMARTIN INTERNATIONAL HOLDINGS LIMITED<00482> - Ann. (3) At the close of the application lists at 12:00 noon (Hong Kong time) on Wednesday, 4 May 2005, a total of 683 valid applications on WHITE, YELLOW and PINK application forms had been received pursuant to the Public Offer for a total of 46,598,000 Public Offer Shares, equivalent to approximately 3.7 times of the total number of 12,500,000 Shares initially and finally available for subscription under the Public Offer as clawback mechanism was not applicable. A total of 681 valid applications (excluding PINK application forms) in respect of a total of 42,794,000 Shares were for Shares with an aggregate subscription on the maximum indicative Offer Price of HK$1.50 per Offer Share (excluding 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% payable thereon) of HK$5 million or less (equivalent to approximately 7.6 times of the total number of the Public Offer Shares initially available for allocation in Pool A), and one valid application (excluding PINK application forms) in respect of a total of 3,800,000 Shares was for Shares with an aggregate subscription amount based on the maximum indicative Offer Price of HK$1.50 per Offer Share (excluding 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% payable thereon) of more than HK$5 million (equivalent to approximately 0.7 times of the total number of the Public Offer Shares initially available for allocation in Pool B). One valid application pursuant to the Public Offer on PINK application forms for an aggregate of 4,000 Public Offer Shares, equivalent to approximately 0.3% of the Employee Shares, has been received from an eligible full-time employee of the Group. The Public Offer Shares in pool B and on PINK application forms are undersubscribed. Accordingly, the undersubscribed Public Offer Shares in pool B and on PINK application forms are transferred to pool A to satisfy the demand under pool A. No multiple application or suspected multiple application has been identified. Applications not based on the denominations set forth in the application forms or otherwise not in accordance with the instructions set forth therein have been rejected. No application for more than 100% of the Public Offer Shares initially being offered to the public for subscription under either pool A or pool B in the Public Offer (i.e., more than 11,250,000 Public Offer Shares) has been identified. The Public Offer Shares offered in the Public Offer were allocated on the basis set forth in the paragraph headed ``Basis of allotment under the Public Offer'' below. The Directors confirm that no Offer Shares have been allocated to applicants who are connected persons of the Company within the meaning of the Listing Rules. None of the Sponsor and the Underwriters and their respective affiliated companies has taken up any Offer Shares for its own benefit under the Placing and Public Offer. PLACING The Placing Shares were over-subscribed, equivalent to approximately 1.2 times of the total number of 112,500,000 Shares initially and finally available for subscription and purchase under the Placing as clawback mechanism was not applicable. Apart from the 112,500,000 Shares subscribed for or purchased under the Placing, the Lead Manager (on behalf of the Underwriters) has over-allocated an aggregate of 15,000,000 Shares under the Placing. The settlement of such over-allocations will be effected by the stock borrowing arrangement pursuant to the Stock Borrowing Agreement. The Placing is in compliance with Appendix 6 to the Listing Rules and no placee under the Placing will be a substantial shareholder of the Company within the meaning of the Listing Rules. In connection with the Placing, the Company has granted to the Placing Underwriters the Over-allotment Option exercisable by the Lead Manager, 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, to require the Company to allot and issue, at the final Offer Price of HK$1.08, up to additional 18,750,000 New Shares, representing 15% of the number of the Offer Shares initially being offered under the Share Offer, to cover over-allocations in the Placing or the obligations of the Lead Manager to return the Shares borrowed under the Stock Borrowing Agreement. Since the Lead Manager has over-allocated 15,000,000 Shares under the Placing, pursuant to the Over-allotment Option, the Company may only issue up to a maximum of 15,000,000 New Shares, representing 12% of the number of Offer Shares initially being offered under the Share Offer. As at the date of this announcement, the Lead Manager has not exercised the Over-allotment Option. In the event that the Over-allotment Option is exercised, the Company will issue a separate announcement.