Sandmartin International Holdings Limited (the “Company”) has announced plans for a capital reorganisation and a non-underwritten rights issue. The proposed capital reorganisation comprises five steps: a 10-to-1 share consolidation, a cancellation of HK$0.90 of paid-up capital per share, a subdivision of unissued consolidated shares, a reduction of the entire share premium account to nil, and the application of these credits toward offsetting accumulated losses.

Subject to these revisions, the Company proposes a rights issue on the basis of one rights share for every one adjusted share held as of the record date, at HK$0.75 per rights share. The maximum gross proceeds are approximately HK$92.3 million, with the net estimated at HK$90.2 million. According to the announcement, around HK$69.1 million is earmarked for repaying principal amounts of certain outstanding loans, and about HK$21.1 million is intended for repayment of related outstanding interest.

Completion of the rights issue is contingent on, among other conditions, approval by independent shareholders. The document states that any controlling shareholders and their associates will abstain from voting in favor of the resolutions. If all conditions are met, the net proceeds will primarily address the Company’s liabilities, thereby reducing finance costs and net current liabilities. The circular detailing the proposals is expected to be distributed on or before November 14, 2025, with further updates as and when conditions are fulfilled.