Samsonite Group S.A. — Capital/Financing Update 2025

Jan 7, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.

This announcement appears for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

ETERNITY INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 764)

FULFILLMENT OF CB CONDITIONS PRECEDENT OF THE BOND WITH CONDITIONAL CONVERSION RIGHTS ISSUED UNDER THE GENERAL MANDATE

References are made to the announcement of the Eternity Investment Limited (the "Company") dated 23 December 2024 (the "Announcement"), in relation to, among other things, the Subscription Agreement and the issue and subscription of the Bond. Capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement unless otherwise specified herein.

The Board is pleased to announce that all the CB Conditions Precedent had been fulfilled on 6 January 2025. Accordingly, the Conversion Rights attached to the Bond have become unconditional and irrevocable.

For illustrative purpose only, the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately upon full conversion of the Bond at the Conversion Price pursuant to the Subscription Agreement (assuming that there is no other change in the existing shareholding of the Company) are set out as follows:

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	As at the date of this announcement		Immediately upon full conversion of the Bond at the Conversion Price pursuant to the Subscription Agreement (assuming that there is no other change in the existing shareholding of the Company)
	Number of Shares held	Approximate % of total Shares in issue	Number of Shares held	Approximate % of total Shares in issue
Twin Success International Limited (Notes 1 and 5)	583,832,803	15.29	583,832,803	15.08
Mr. Lei Hong Wai (Note 4)	408,740,000	10.70	408,740,000	10.56
Ms. Leung Man Yee Fanny	700,000	0.02	700,000	0.02
Public Shareholders	2,822,573,683	73.89	2,822,573,683	72.91
Subscriber	3,760,000	0.10	55,439,586	1.43
	3,819,606,486	100.00	3,871,286,072	100.00

Notes:

1. Twin Success International Limited is owned as to 50% by Silver Pacific International Limited and as to 50% by Silver Pacific Development Limited.
2. Silver Pacific International Limited is wholly-owned by Mr. Lei Hong Wai.
3. Silver Pacific Development Limited is owned as to 50% by Mr. Cheung Kwok Wai Elton and as to 50% by Mr. Guan Jian.
4. Mr. Lei Hong Wai, an executive Director, by virtue of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), is deemed to be interested in approximately 25.99% of the issued share capital of the Company.
5. On 5 June 2018, Twin Success International Limited pledged its 583,832,803 Shares in favour of Kingston Finance Limited as security for a loan facility.
6. Kingston Finance Limited is a wholly-owned subsidiary of Ample Cheer Limited, which is wholly owned by Ms. Chu Yuet Wah.

By order of the Board

Eternity Investment Limited

Lei Hong Wai

Chairman

Hong Kong, 7 January 2025

As at the date of this announcement, the Board comprises three executive Directors, namely, Mr. Lei Hong Wai, Mr. Cheung Kwok Wai Elton and Mr. Cheung Kwok Fan; and four independent non-executive Directors, namely, Mr. Wan Shing Chi, Mr. Ng Heung Yan, Ms. Leung Man Yee Fanny and Mr. Law Kwok Ho Kenward.