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Samsonite Group S.A. Proxy Solicitation & Information Statement 2012

Feb 21, 2012

50259_rns_2012-02-21_53dfc95b-fcc1-4b09-91cd-3ac34546be71.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 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)

PROPOSED AMENDMENTS TO BYE-LAWS OF THE COMPANY

The Directors intend to put forward to the Shareholders a proposal to amend the Bye-laws in order to bring the constitution of the Company in line with (i) current amendments made to the Listing Rules that came or would come into effect on 1 January 2012 or 1 April 2012; and (ii) amendments of the Companies Act 1981 of Bermuda pursuant to the Companies Amendment (No. 2) Act 2011 in Bermuda which became operative on 18 December 2011.

The amendments to the Bye-laws are subject to approval of the Shareholders by way of passing special resolutions to be proposed at the SGM.

PROPOSED AMENDMENTS TO THE BYE-LAWS OF THE COMPANY

The Stock Exchange of Hong Kong Limited (the "Stock Exchange") has amended the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") relating to, among other things, the bye-laws (the "Bye-laws") of Eternity Investment Limited (the "Company") or equivalent constitutional documents of listed issuers. The amendments to the Listing Rules came or would come into effect on 1 January 2012 or 1 April 2012. In addition, significant amendments of the Companies Act 1981 of Bermuda pursuant to the Companies Amendment (No. 2) Act 2011 in Bermuda became operative on 18 December 2011.

Accordingly, the directors (the "Directors") of the Company propose to seek the approval of the shareholders of the Company (the "Shareholders") by way of special resolutions for the amendments to the Bye-laws at the forthcoming special general meeting of the Company (the "SGM"), so as to bring the constitution of the Company in line with current amendments made to the Listing Rules and the Companies Act 1981 of Bermuda.


A circular containing further information in respect of the proposed amendments to the Bye-laws and a notice of SGM will be despatched to the Shareholders as soon as practicable.

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

Hong Kong, 21 February 2012

As at the date of this announcement, the Board comprises three executive Directors, namely, Mr. Lei Hong Wai, Mr. Cheung Kwok Wai, Elton and Mr. Chan Kin Wah, Billy; one non-executive Director, namely, 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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