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Samsonite Group S.A. M&A Activity 2015

May 20, 2015

50259_rns_2015-05-20_3ba49b17-22d5-4ac7-989e-8e5ca8f06392.pdf

M&A Activity

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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.

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ETERNITY INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 764)

TERMINATION OF A PROPOSED VERY SUBSTANTIAL ACQUISITION AND RESUMPTION OF TRADING

Reference is made to the announcement of Eternity Investment Limited (the "Company") dated 24 February 2015 (the "Announcement") regarding, inter alia, a proposed acquisition of approximately 74.63% of the issued share capital of a company listed on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited. Unless otherwise defined, terms used in this announcement shall have the same meanings as those defined in the Announcement.

The Board announces that on 19 May 2015, the parties to a conditional sale and purchase agreement dated 11 February 2015 (the "Sale and Purchase Agreement") entered into a termination agreement (the "Termination Agreement"), pursuant to which, the parties to the Sale and Purchase Agreement mutually irrevocably and unconditionally agreed that the Proposed Acquisition II be terminated and cease to have any effect. Since the issues raised by the Stock Exchange concerning the level of operations of the remaining subsidiaries of the Listed Company which will not be disposed are unlikely to be resolved for the time being and given the longstop date for fulfilling all the conditions precedent under the Sale and Purchase Agreement will fall on 22 June 2015 (unless it is otherwise extended by the parties), the parties to the Sale and Purchase Agreement consider that it is unlikely that such conditions precedent can be fulfilled by the longstop date under the current situation. As the prolonged suspension of trading in the shares of the Company (the "Shares") is not in the interests of the Company and its shareholders as a whole, the Company decided to enter into the Termination Agreement. Following the entering into the Termination Agreement, each party to the Termination Agreement has released and discharged other party from all its or his obligations, duties and liabilities whatsoever under the Sale and Purchase Agreement and from all actions, proceedings, claims, demands, damages, costs and expenses arising from such obligations, duties and liabilities.


The Board considers that the termination of the Proposed Acquisition II would not have any material adverse effect on the existing financial position or business operation of the Group.

Shareholders and potential investors of the Company are urged to exercise extreme caution when dealing in the Shares.

Trading in the Shares on the Stock Exchange has been suspended with effect from 9:00 a.m. on 12 December 2014. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:00 a.m. on 21 May 2015.

By Order of the Board

Eternity Investment Limited

Lei Hong Wai

Chairman

Hong Kong, 20 May 2015

As at the date of this announcement, the board of directors of the Company 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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