SANDMARTIN INTL (00482) has announced that its board of directors is recommending a capital reorganization which will include the following measures: a share consolidation, capital reduction, share subdivision, reduction of share premium, and using the proceeds from the capital reduction and share premium reduction to offset the company's accumulated losses as of the effective date of the capital reorganization. Any remaining balance will be credited to the company’s paid-in surplus account, which the company can utilize in compliance with all applicable laws and regulations.

(i) Share Consolidation: Every 10 existing shares with a par value of HKD 0.10 each will be consolidated into 1 share with a par value of HKD 1.00 each (any fractional shares arising from the consolidation will be cancelled); (ii) Capital Reduction: The issued share capital will be reduced by (a) cancelling any fractional shares resulting from the consolidation of shares to round down the total number of consolidated shares to the nearest whole number; and (b) reducing the par value of each issued consolidated share from HKD 1.00 to HKD 0.10, limited to HKD 0.90 per share of the issued consolidated shares; (iii) Share Subdivision: Following the capital reduction, the issued but unissued consolidated shares with a par value of HKD 1.00 each will be subdivided into 10 shares with a par value of HKD 0.10 each; (iv) Reduction of Share Premium: The total amount credited to the share premium account will be reduced to zero.

Additionally, the company proposes to implement a rights issue at a subscription price of HKD 0.75 per rights share, on the basis of 1 rights share for every 1 adjusted share held on the record date, raising approximately HKD 92.3 million through the issuance of 123,040,372 rights shares. The maximum net proceeds are expected to be around HKD 90.2 million, with approximately HKD 69.1 million allocated for repaying loan principal and about HKD 21.1 million for the interest payable on loan B.