Samsonite Group S.A. — M&A Activity 2001

Aug 16, 2001

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

OCEAN SHORES GROUP LIMITED

(Incorporated in Bermuda with limited liability)

(the “Company”)
Conditional cash offer
jointly by
Altus Capital Limited and Kingston Securities Limited
on behalf of
Classical Statue Limited (the “Offeror”),
a wholly owned subsidiary of China Star Entertainment Limited,
to acquire all the issued shares of the Company (“Shares”)
other than those already owned by
the Offeror or parties acting in concert with it
(the “Offer”)

Copies of the Offeree Document in relation to, inter alia, the Offer will be despatched on 16th August, 2001. Shareholders should review the Offeree Document before taking any action with regard to their holdings of Shares.

The pro forma statement of unaudited consolidated net tangible assets of the Group and the unaudited consolidated profit and loss account of the Group for the five months ended 31st May, 2001 contained in the Offeree Document are set out below.

Despatch of offeree board circular

The board of the Company (the “Board”) announces that copies of the offeree board circular of the Company (the “Offeree Document”) containing, inter alia, (i) the letter from the Board; (ii) the letter from the independent board committee of the Company; (iii) the letter of advice from the independent financial adviser, Core Pacific-Yamaichi Capital Limited, in connection with the Offer will be despatched to the shareholders of the Company (“Shareholders”) on 16th August, 2001.

Shareholders should review the Offeree Document before taking any action with regard to their holdings of Shares.

Unaudited financial information

The Offeree Document also contains the pro forma statement of unaudited consolidated net tangible assets of the Company and its subsidiaries (the “Group”) and the unaudited consolidated results of the Group for the five months ended 31st May, 2001, which are as follows:

Pro forma statement of unaudited consolidated net tangible assets of the Group as at 31st May, 2001

	HK$'000
Audited consolidated net assets of the Group as at 31st December, 2000	153,852
Add:Proceeds from issue of Shares upon exercise of options up to 31st May, 2001	6,212
Add:Unaudited consolidated profit attributable to shareholders for the five months ended 31st May, 2001	1,323
	161,387
Less:Unaudited consolidated intangible assets comprising film rights of the Group as at 31st May, 2001	(117,216)
Pro forma unaudited consolidated net tangible assets of the Group as at 31st May, 2001	44,171

Unaudited consolidated profit and loss account of the Group for the five months ended 31st May, 2001

	For the five months ended 31st May, 2001
	HK$'000
Turnover	24,315
Cost of sales	(14,871)
Gross profit	9,444
Other revenues	4,261
Administrative expenses	(11,222)
Selling expenses	(926)
Operating profit	1,557
Finance costs	(69)
Profit before taxation	1,488
Taxation	(165)
Profit attributable to shareholders	1,323

By Order of the Board
Ocean Shores Group Limited
Hung Leung Tak, JacksonChairman
Hong Kong, 15th August, 2001

The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, the opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.