Samsonite Group S.A. — M&A Activity 2015

Oct 6, 2015

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.

ETERNITY INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 764)

COMPLETION OF VERY SUBSTANTIAL ACQUISITION IN RELATION TO THE ACQUISITION OF THE ENTIRE SHAREHOLDING INTEREST OF SMART TITLE LIMITED AND SHAREHOLDER'S LOAN DUE FROM SMART TITLE LIMITED

Reference is made to the circular of Eternity Investment Limited (the "Company") dated 31 August 2015 (the "Circular") in relation to the Transactions and the issue of Eternity Consideration Shares under a specific mandate. Capitalised terms used herein shall have the same meanings as those defined in the Circular.

The Board is pleased to announce that all of the conditions precedent under the S&P Agreement (as amended and supplemented by the supplemental sale and purchase agreements dated 30 March 2015 and 12 June 2015 respectively entered into by parties to the S&P Agreement) have been satisfied and the Completion took place on 6 October 2015.

At Completion, (i) HK$540.00 million of the Consideration was paid in cash by the Company to Jiuhao Health; and (ii) the Company issued to Jiuhao Health the Share Entitlement Note, which entitles Jiuhao Health to assign to the Jiuhao Health Shareholders the allotment right for up to 1,500,000,000 Eternity Consideration Shares at an issue price of HK$0.70 per Eternity Consideration Share, in accordance with the instructions of the Vendor.

Following Completion, the Target Company becomes a wholly-owned subsidiary of the Group, and the benefit and interest in the Shareholder's Loan has been assigned to the Group.

On 6 October 2015, Jiuhao Health, being the SEN Holder, exercised the Allotment Right and assigned the rights and benefits of Jiuhao Health under the Share Entitlement Note to the Jiuhao Health Shareholders pursuant to the Proposed Distribution. On the same date, the Company allotted and issued the 1,500,000,000 Eternity Consideration Shares to the Jiuhao Health Shareholders.

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The following table shows the changes in shareholding structure of the Company (i) immediately upon Completion but before the completion of the Proposed Distribution and (ii) immediately upon Completion and the completion of the Proposed Distribution.

| | Immediately upon Completion
but before the completion of the
Proposed Distribution | | Immediately upon Completion
and the completion of
the Proposed Distribution | |
| --- | --- | --- | --- | --- |
| | No. of Shares | Approximate % | No. of Shares | Approximate % |
| Twin Success | 211,416,000 | 17.92 | 211,416,000 | 7.89 |
| Mr. Chan Kin Wah, Billy
(Note 1) | 6,319,500 | 0.54 | 6,319,500 | 0.24 |
| Mr. Yuen and his associates
(Note 2) | — | — | 445,530,488 | 16.62 |
| Public | | | | |
| Existing public
Shareholders | 962,270,986 | 81.54 | 962,270,986 | 35.90 |
| All Other Jiuhao Health
Shareholders | — | — | 1,054,469,512 | 39.35 |
| Total | 1,180,006,486 | 100.00 | 2,680,006,486 | 100.00 |

Notes:
(1) Mr. Chan Kin Wah, Billy is an executive Director.
(2) Based on the register of interests in shares and short positions required to be kept by Jiuhao Health under Part XV of the SFO, Mr. Yuen is the single largest shareholder of Jiuhao Health and through the companies owned by him, interested in approximately $31.21\%$ of Jiuhao Health's issued ordinary shares, which comprises approximately $29.81\%$ interest in issued ordinary shares and $1.40\%$ interest in underlying shares of Jiuhao Health (such shares to be issued upon exercise of the conversion right attaching to the zero coupon convertible notes due 21 October 2015 with an outstanding principal amount of HK$18.60 million). As at the date of this announcement, save for Mr. Yuen and Smart Concept Enterprise Limited (a company wholly-owned by Mr. Yuen), no Jiuhao Health Shareholders held $10\%$ or more of the issued share capital of Jiuhao Health. Accordingly, All Other Jiuhao Health Shareholders are considered to be part of the public Shareholders immediately after the Proposed Distribution.

By Order of the Board

Eternity Investment Limited

Lei Hong Wai

Chairman

Hong Kong, 6 October 2015

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As at the date of this announcement, the Board comprises four executive Directors, namely, Mr. Lei Hong Wai, Mr. Cheung Kwok Wai, Elton, Mr. Chan Kin Wah, Billy and Mr. Cheung Kwok Fan; and three independent non-executive Directors, namely, Mr. Wan Shing Chi, Mr. Ng Heung Yan and Mr. Wong Tak Chuen.

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