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Samsonite Group S.A. Proxy Solicitation & Information Statement 2010

Aug 19, 2010

50259_rns_2010-08-19_d406f387-cd85-4f96-8609-7c7d88dcace9.pdf

Proxy Solicitation & Information Statement

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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 notice, 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 notice.

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ETERNITY INVESTMENT LIMITED

永恒策略投資有限公司*

(Formerly known as China Star Investment Holdings Limited)

(Incorporated in Bermuda with limited liability)

(Stock Code: 764)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an special general meeting of Eternity Investment Limited (the "Company") will be held at Board Room, 1st Floor, South Pacific Hotel, 23 Morrison Hill Road, Wanchai, Hong Kong at 4:00 p.m. on Friday, 3 September 2010 for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

"THAT subject to the fulfilment or waiver of the conditions set out in the underwriting agreement (the "Underwriting Agreement") dated 28 July 2010 in respect of the proposed rights issue by the Company and entered into between the Company and Kingston Securities Limited (the "Underwriter") (a copy of the Underwriting Agreement has been produced to the meeting marked "A" and signed by the Chairman of the meeting for the purpose of identification):

(a) the allotment and issue of not less than 826,584,147 new shares and not more than 879,960,951 new shares (the "Rights Shares") of HK$0.01 each in the share capital of the Company (the "Shares") pursuant to an offer by way of rights to the holders of Shares (the "Shareholders") at the subscription price of HK$0.40 per Rights Share in the proportion of three Rights Shares for every one existing Share held by the Shareholders whose names appear on the register of members of the Company on Friday, 3 September 2010 (or such later date as the Company and the Underwriter may agree to be the record date for such Rights Issue) (the "Record Date") other than those Shareholders whose addresses on the Record Date are outside Hong Kong (the "Overseas Shareholders") (the "Rights Issue") as described in further detail in a circular issued by the Company dated 20 August 2010 of which the notice convening this meeting forms part and on and subject to such terms and conditions as may be determined by the directors of the Company, be and is hereby approved;

  • For identification purpose only

(b) the directors of the Company be and are hereby authorised to allot and issue the Rights Shares pursuant to or in connection with the Rights Issue notwithstanding that the same may be offered, allotted or issued otherwise than pro rata to the existing shareholdings of the Shareholders and, in particular, the directors of the Company may make such exclusions or other arrangements in relation to Overseas Shareholders as they deem necessary or expedient having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong, and to do all such acts and things as they consider necessary, desirable or expedient to give effect to any or all other transactions contemplated in this resolution; and

(c) the directors of the Company be and are hereby authorised to do all acts and things in connection with the allotment and issue of the Rights Shares, the implementation of the Rights Issue and the Underwriting Agreement, the exercise or enforcement of any of the Company's rights under the Underwriting Agreement and to make and agree such variations of the terms of the Underwriting Agreement as they may in their discretion consider to be appropriate and in the interests of the Company."

By Order of the Board

Eternity Investment Limited

Lei Hong Wai

Chairman

Hong Kong, 20 August 2010

Registered office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda

Head office and principal place of business
in Hong Kong:
Unit 3811, Shun Tak Centre
West Tower
168-200 Connaught Road Central
Hong Kong

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Notes:

  1. A form of proxy for use at the meeting is enclosed with the circular despatched to the Shareholders of the Company on 20 August 2010.

  2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised to sign the same.

  3. Any shareholder of the Company entitled to attend and vote at the meeting convened by the above notice shall be entitled to appoint one or if he is the holder of two or more shares, more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company.

  4. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the above meeting or any adjournment thereof.

  5. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting convened or at any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.

  6. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

As at the date of this notice, the board of directors comprises two executive directors namely, Mr. Lei Hong Wai, and Mr. Chan Kin Wah, Billy; and three independent non-executive directors namely, Mr. Tang Chak Lam, Gilbert, Mr. Hung Hing Man and Mr. Wan Shing Chi.

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