Sandmartin International : NOTICE OF SPECIAL GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 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.

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 OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting (the "SGM") 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 Wednesday, 9 June 2021 at 10:30 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as special resolution of the Company:

SPECIAL RESOLUTION

"THAT subject to the fulfillment of all the conditions set out in the section headed "Conditions of the Capital Reorganisation" in the "Letter from the Board" contained in the circular of the Company dated 17 May 2021:

1. every ten (10) issued and unissued ordinary shares of a par value of HK$0.10 each in the share capital of the Company be consolidated into one (1) consolidated share of a par value of HK$1.00 each (the "Consolidated Share(s)") in the share capital of the Company (the "Share Consolidation");

• For identification purpose only

- 1 -

1. any fractional Consolidated Share in the issued share capital of the Company arising from the Share Consolidation be cancelled and the par value of all issued Consolidated Shares be reduced from HK$1.00 each to HK$0.10 each (the "Adjusted Share(s)") by cancelling the paid-up capital of the Company thereon to the extent of HK$0.90 per Consolidated Share in issue (the "Capital Reduction") and the authorised share capital of the Company be adjusted from HK$1,000,000,000 divided into 1,000,000,000 Consolidated Shares to HK$1,000,000,000 divided into 10,000,000,000 Adjusted Shares;
2. the amount of HK$506,749,753 standing to the credit of the share premium account of the Company be reduced to nil and that the credit arising therefrom be transferred to the contributed surplus account of the Company within the meaning of the Companies Act 1981 of Bermuda (the "Companies Act") (the "Share Premium Reduction", and together with the Share Consolidation and the Capital Reduction, the "Capital Reorganisation");
3. the credit arising from the Capital Reorganisation be transferred to the contributed surplus account of the Company within the meaning of the Companies Act for use by the board of directors of the Company (the "Director(s)") in any manner permitted by the Companies Act and the bye-laws of the Company including but not limited to offsetting the accumulated losses of the Company as at the effective date of the Capital Reorganisation; and
4. any Director, or if affixation of the common seal is necessary, any two Directors or any one Director and the secretary of the Company, be and is hereby authorised to execute all such documents and agreements and do all such acts and things, including but without limitation to the execution of all such documents under common seal where applicable, as he/she may in his/her discretion consider necessary, expedient or desirable for the purpose of or in connection with the implementation of or giving effect to any or all of the foregoing arrangements in respect of the Capital Reorganisation and all matters incidental thereto or in connection therewith."

By order of the Board

Sandmartin International Holdings Limited

Lau Yau Cheung

Chairman

Hong Kong, 17 May 2021

- 2 -

Head Office and Principal Place of Business:

Unit 516, 5th Floor

Peninsula Centre

67 Mody Road

Tsim Sha Tsui East

Kowloon, Hong Kong

Notes:

1. The above special resolution to be put to vote of the shareholders of the Company at the SGM will be taken by poll.
2. Any shareholder entitled to attend and vote at the SGM is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.
3. 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 SGM. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the SGM 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.
4. The transfer books and register of members will be closed from Monday, 31 May 2021 to Wednesday, 9 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 SGM, all transfers accompanied by the relevant share certificates must be lodged with 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 later than 4:30 p.m. on Friday, 28 May 2021, which is the record date and last registration date for the SGM.

Additional notes to the SGM:

The holding of the SGM 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.

- 3 -

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 SGM
   Shareholders are strongly encouraged not to attend the SGM in person. Instead, they may appoint the chairman of the SGM to attend and vote on their behalf by completing and depositing the proxy forms enclosed with the circular with 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.
2. At the venue of the SGM
3. 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 SGM.
   4. No provision of refreshments or drinks.

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

- 4 -