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

Aug 13, 2010

50259_rns_2010-08-13_a0ca18a6-531b-4360-b294-b6f1208ae879.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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永恒策略投資有限公司

ETERNITY INVESTMENT LIMITED

(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 a 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 on Friday, 3 September 2010 at 4:10 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following ordinary resolution:

ORDINARY RESOLUTION

"THAT

(i) the joint venture agreement dated 21 July 2010 and entered into between Riche (BVI) Limited, Campbell Shillinglaw & Partners (Vietnam) Limited and Victory Peace Holdings Limited (the "JV Agreement") (a copy of which has been produced to the meeting marked "A" and signed by the Chairman of the meeting for the purpose of identification) in relation to the formation of Victory Peace Holdings Limited (the "JV Co."); and

(ii) the agreement dated 21 July 2010 and entered into between the Company and the JV Co. (the "Facility Agreement") (a copy of which has been produced to the meeting marked "B" and signed by the Chairman of the meeting for the purpose of identification) in relation to the revolving facility of up to HK$700 million to be granted by the Company to the JV Co.

be and are hereby approved, ratified and confirmed in all respects and that all transactions contemplated under the JV Agreement and the Facility Agreement be and are hereby approved, ratified and confirmed and that one director of the Company be and is hereby authorised to do or execute all such acts or such other documents which the director of the Company may deem to be


necessary, desirable or expedient to carry into effect or to give effect to all transactions contemplated under the JV Agreement and the Facility Agreement.”

By Order of the Board
Eternity Investment Limited
Lei Hong Wai
Chairman

Hong Kong, 16 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

Notes:

  1. A form of proxy for use at the meeting is enclosed with the circular despatched to the shareholders of the Company on 16 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 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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