Samsonite Group S.A. — Proxy Solicitation & Information Statement 2025

May 22, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Eternity Investment Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

ETERNITY INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 764)

PROPOSED SHARE CONSOLIDATION

AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting of the Company to be convened and held at Meeting Room (Soho 1), 6/F., ibis Hong Kong Central & Sheung Wan Hotel, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong on Wednesday, 18 June 2025 at 11:00 a.m. is set out on pages 12 to 13 of this circular. A form of proxy for use at the special general meeting is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk.

Whether or not you are able to attend the special general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the special general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the special general meeting or any adjournment thereof should you so wish.

No gifts, food or beverages will be provided to attendees at the special general meeting.

23 May 2025

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CONTENTS

Page

Definitions ... 1
Expected timetable ... 3
Letter from the Board ... 5
Notice of SGM ... 12

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

"Board"
the board of Directors

"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC

"CCASS Operational Procedures"
the operational procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS from time to time in force

"Company"
Eternity Investment Limited, an exempted company incorporated in Bermuda with limited liability and the issued Shares are listed on the Main Board of the Exchange under stock code: 764

"Consolidated Share(s)"
ordinary share(s) with par value of HK$0.10 each in the share capital of the Company upon the Share Consolidation having become effective

"Director(s)"
the director(s) of the Company

"Exchange"
The Stock Exchange of Hong Kong Limited

"Existing Share(s)"
ordinary share(s) with par value of HK$0.01 each in the share capital of the Company before the Share Consolidation becoming effective

"General Rules of CCASS"
the terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permits, shall include the CCASS Operational Procedures

"Group"
the Company and its subsidiaries

"HKSCC"
Hong Kong Securities Clearing Company Limited

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date"
19 May 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

"Listing Rules"
the Rules Governing the Listing of Securities on the Exchange

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DEFINITIONS

"SGM"
the special general meeting of the Company to be convened and held at Meeting Room (Soho 1), 6/F., ibis Hong Kong Central & Sheung Wan Hotel, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong on Wednesday, 18 June 2025 at 11:00 a.m. to consider and, if thought fit, approve the Share Consolidation

"Share(s)"
the Existing Share(s) and/or the Consolidated Share(s) as the case may be

"Share Award Scheme"
the share award scheme adopted by the Company on 16 September 2021

"Share Consolidation"
the proposed consolidation of every ten (10) issued and unissued Existing Shares in the share capital of the Company into one (1) Consolidated Share in the share capital of the Company

"Share Option Scheme"
the share option scheme adopted by the Company on 15 August 2024

"Shareholder(s)"
the holder(s) of the issued Share(s)

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

"%"
per cent.

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EXPECTED TIMETABLE

The expected timetable for the implementation of the Share Consolidation is set out below. The expected timetable is subject to the results of the SGM and has been prepared on the assumption that all the conditions to the Share Consolidation will be fulfilled or otherwise waived, and is therefore for indicative purpose only. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate.

2025

Latest date and time for lodging transfers of Existing Shares for attending and voting at the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Thursday, 12 June

Closure of register of members of the Company for determining the identity of the Shareholders entitled to attend and vote at the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 13 June to Wednesday, 18 June (both dates inclusive)

Latest time for lodging proxy forms for the SGM (not less than 48 hours prior to time of the SGM) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Monday, 16 June

Expected date and time of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Wednesday, 18 June

Announcement of the poll results of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 18 June

The following events are conditional on the fulfillment of the conditions for the implementation of the Share Consolidation.

Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 20 June

First day of free exchange of existing share certificates for new share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 20 June

Commencement of dealings in the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 20 June

Original counter for trading in the Existing Shares in board lots of 10,000 Existing Shares (in the form of existing share certificates) temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 20 June

Temporary counter for trading in the Consolidated Shares in board lots of 1,000 Consolidated Shares (in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 20 June

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EXPECTED TIMETABLE

2025

Original counter for trading in the Consolidated Shares
in board lots of 10,000 Consolidated Shares (in the form of
new share certificates) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 7 July

Parallel trading in the Consolidated Shares (in the form of
new share certificates and existing share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 7 July

Designated broker states to stand in the market to provide
matching services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 7 July

Designated broker ceases to stand in the market to
provide matching services for odd lots of
the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 25 July

Temporary counter for trading in the Consolidated Shares
in board lots of 1,000 Consolidated Shares (in the form of
existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Friday, 25 July

Parallel trading in the Consolidated Shares (in the form of
new share certificates and existing share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Friday, 25 July

Last day and time for free exchange of existing share
certificates for new share certificates for
the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Tuesday, 29 July

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LETTER FROM THE BOARD

ETERNITY INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 764)

Executive Directors:
Mr. Lei Hong Wai (Chairman and Chief Executive Officer)
Mr. Cheung Kwok Wai Elton
Mr. Cheung Kwok Fan

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

Independent non-executive Directors:
Mr. Wan Shing Chi
Mr. Ng Heung Yan
Ms. Leung Man Yee Fanny
Mr. Law Kwok Ho Kenward

Head office and principal place of
business in Hong Kong:
Unit 1211, Shun Tak Centre
West Tower
168-200 Connaught Road Central
Hong Kong

23 May 2025

To the Shareholders

Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION

AND

NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

References are made to the announcement of the Company dated 16 April 2025 in relation to the Share Consolidation.

The purpose of this circular is to provide you with details of the Share Consolidation and notice of the SGM.

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every ten (10) issued and unissued Existing Shares of par value of HK$0.01 each in the share capital of the Company to be consolidated into one (1) Consolidated Share of par value of HK$0.10 each.

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LETTER FROM THE BOARD

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company was HK$100,000,000 divided into 10,000,000,000 Existing Shares of HK$0.01 each, of which 3,819,606,486 Existing Shares have been allotted and issued, and are fully paid or credited as fully paid.

Upon the Share Consolidation becoming effective and on the basis that the Company will not allot, issue or repurchase any Existing Shares prior to completion of the Share Consolidation, the authorised share capital of the Company will be HK$100,000,000 divided into 1,000,000,000 ordinary shares of par value HK$0.10 each, of which 381,960,648 Consolidated Shares will be in issue and fully paid or credited as fully paid.

Save for (i) any fractional Consolidated Shares which will not be allocated to the Shareholders who may otherwise be entitled; and (ii) the necessary professional expenses for the implementation of the Share Consolidation, the Directors consider that the Share Consolidation will have no effect on the underlying assets, business operations, management or financial position of the Company or the proportional interests of the Shareholders in the Company.

Status of the Consolidated Shares

The Consolidated Shares shall rank pari passu in all respects with each other.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the following:

(i) the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the SGM;

(ii) the compliance with all relevant procedures and requirements under the Listing Rules to effect the Share Consolidation; and

(iii) the Exchange granting the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective.

As at the Latest Practicable Date, none of the conditions above had been fulfilled.

Subject to the fulfilment of the conditions of the Share Consolidation, the effective date of the Share Consolidation is expected to be Friday, 20 June 2025.

Listing application

An application will be made by the Company to the Exchange for the listing of, and the permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective.

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LETTER FROM THE BOARD

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Exchange upon the Share Consolidation becoming effective, as well as compliance with the stock admission requirements of HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of HKSCC and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS.

None of the Existing Shares are listed or dealt in on any other stock exchange other than the Exchange. Upon the Share Consolidation becoming effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Exchange, and no such listing or permission to deal is being or is currently proposed to be sought.

Board lot size

The Existing Shares are currently traded on the Exchange in the board lot size of 10,000 Existing Shares. Upon the Share Consolidation becoming effective, the board lot size for trading in the Consolidated Shares will remain unchanged at 10,000 Consolidated Shares per board lot. Based on the closing price of HK$0.047 per Existing Shares as at the Latest Practicable Date, the value of the current board lot of HK$470 was expected to become HK$4,700 upon the Share Consolidation becoming effective.

Fractional entitlement to the Consolidated Shares

The Consolidated Shares will be rounded down to a whole number and fractional Consolidated Shares arising from the Share Consolidation, if any, will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of share certificates held by such holder.

Shareholders who are concerned about losing out on any fractional entitlement and may wish to consider the possibility of buying or selling the Existing Shares in a number sufficient to make up an entitlement to receive a whole number of Consolidated Shares are recommended to consult their own professional advisers.

Arrangement on odd lots trading and matching services

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, the Company has appointed Global Mastermind Securities Limited at Unit 1203, 12/F, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong, as an agent to provide matching services, on a best-efforts basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to disposal of their holding of odd lots of the Consolidated Shares from 9:00 a.m. on Monday, 7 July 2025 to 4:00 p.m. on Friday, 25 July 2025. Shareholders who wish to take advantage of this service should contact Ms. Cora Lau at telephone number (852) 2763-3928 during office hours (i.e. 9:00 a.m. to 6:00 p.m.) of such period.

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LETTER FROM THE BOARD

Shareholders or potential investors should note that (i) odd lots will be created after the Share Consolidation; (ii) odd lots arrangements do not guarantee successful matching of all odd lots at the relevant market price; and (iii) odd lots might be sold below the market price in the market. Shareholders who are in any doubt about the odd lots trading arrangement are recommended to consult their own professional advisers.

Exchange of share certificates

Subject to the Share Consolidation becoming effective, which is currently expected to be on Friday, 20 June 2025, the Shareholders may during the business hours, on or after Friday, 20 June 2025 and until Tuesday, 29 July 2025 (both dates inclusive) submit existing share certificates for the Existing Shares to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, in exchange for new share certificates for the Consolidated Shares in blue colour at the expense of the Company.

Thereafter, share certificates of the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Exchange) by the Shareholders for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the Consolidated Shares, whichever the number of share certificates cancelled/issued is higher.

Subject to the Share Consolidation becoming effective, after 4:10 p.m. on Friday, 25 July 2025, trading will only be in Consolidated Shares and existing share certificates for the Existing Shares in gold colour will only remain effective as documents of title and may be exchanged for share certificates for Consolidated Shares at any time but will not be accepted for delivery, trading, registration and settlement purposes.

Other securities of the Company

Share options and share awards

As at the Latest Practicable Date, there were (i) no outstanding share options granted by the Company under the Share Option Scheme; and (ii) 38,000,000 outstanding share awards granted by the Company under the Share Award Scheme. Upon the Share Consolidation becoming effective, there will be 3,800,000 outstanding share awards granted by the Company under the Share Award Scheme.

As a result of the Share Consolidation, the maximum number of Shares available for future grant under the Share Option Scheme and Share Award Scheme will be adjusted from 343,960,648 Existing Shares to 34,396,064 Consolidated Shares; and (iii) the maximum number of Shares available for future grant to service provider participants under the Share Award Scheme will be adjusted from 196,064 Existing Shares to 19,606 Consolidated Shares.

As the adjustment(s) to the outstanding share awards will be subject to the Share Consolidation taking effect and the written confirmation from the Company’s auditors or an independent financial adviser, the Company will make further announcement(s) regarding such adjustment(s) as and when appropriate.

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LETTER FROM THE BOARD

Convertible bonds

As at the Latest Practicable Date, the Company had outstanding convertible bonds (i) in a principal amount of HK$4,000,000 and an aggregate of 51,679,586 conversion Shares may be allotted and issued by the Company upon exercise of the conversion rights attaching to the convertible bonds in full assuming full conversion of such convertible bonds; and (ii) in a principal amount of HK$9,000,000 and an aggregate of 161,290,321 conversion Shares may be allotted and issued by the Company upon exercise of the conversion rights attaching to the convertible bonds in full assuming full conversion of such convertible bonds. The Share Consolidation may cause adjustments to the conversion price of convertible bonds and/or the maximum number of consolidated Shares that will be issued upon conversion. The Company will make further announcement(s) on any adjustment(s) of the outstanding convertible bonds of the Company as and when appropriate.

Save as aforesaid, the Company did not have any other derivatives, options, warrants and conversion rights or other similar rights which are convertible or exchangeable into any Shares as at the Latest Practicable Date.

REASONS FOR THE SHARE CONSOLIDATION

Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01, the issuer may be required to proceed with a consolidation of its securities. According to the "Guide on Trading Arrangements for Selected Types of Corporate Actions" issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated in September 2024, (i) any trading price less than HK$0.1 will be considered as trading at extremities; and (ii) taking into account the minimum transaction costs for a securities trade, the expected board lot value should be greater than HK$2,000.

In view that (i) the trading prices of the Shares have remained below HK$0.1 since March 2023; and (ii) the Shares are trading under HK$2,000 per board lot based on the closing price of each Share of HK$0.047 as at the Latest Practicable Date and the board lot size of 10,000 Shares, the Board proposes the Share Consolidation in order for the Company to comply with the trading requirements under the Listing Rules. It is also expected that the Share Consolidation would bring a corresponding upward adjustment in the trading price per board lot of the Consolidated Shares on the Exchange which will reduce the overall transaction and handling costs of dealings in the Shares and may attract more investors and extend the shareholders base of the Company.

The Board believes that the Share Consolidation will neither have any material adverse effect on the financial position of the Group nor alter the proportionate interests or rights of the Shareholders.

Taking into account the above, the Board is of the view that the Share Consolidation is beneficial to and in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company had no intention to carry out other corporate actions or arrangements which may have an effect of undermining or negating the intended purpose of the Share Consolidation in the next 12 months. Save for the issue of bonds with conditional conversion rights under the general mandate of the Company as announced on 23 December 2024 and 2 April 2025 respectively, although the Company currently does not have concrete plans or arrangements to conduct any fund-raising activities in the next 12 months, the Board cannot rule out the possibility of the Company conducting debt and/or equity fund-raising activities when suitable fund-raising and/or investment opportunities arise in order to meet the Group's operational needs or support the future development of the Group. In considering any potential corporate action and/or fund-raising activity, the Board will endeavour to minimise the impact it may have on the intended purpose of the Share Consolidation. The Company will make further announcement(s) in this regard in accordance with the Listing Rules as and when appropriate.

THE SGM

The SGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Share Consolidation. The aforesaid approval shall be obtained by way of a poll.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder has a material interest in the Share Consolidation. Therefore, no Shareholder is required to abstain from voting for the resolution to approve the Share Consolidation at the SGM.

The notice of SGM is set out on pages 12 to 13 of this circular.

A proxy form for use by the Shareholders at the SGM is enclosed herewith. Whether or not you are able to attend the SGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit the same at the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the SGM or any adjournment thereof. The completion and return of the form of proxy will not preclude you from attending and voting at the SGM in person.

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the SGM, the register of members of the Company will be closed from Friday, 13 June 2025 to Wednesday, 18 June 2025, both days inclusive, during which period no transfer of Shares can be registered. In order to ascertain shareholders' rights for the purpose of attending and voting at the SGM, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Thursday, 12 June 2025.

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LETTER FROM THE BOARD

RESPONSIBILITY OF THE DIRECTORS

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors are of the opinion that the terms and conditions of the Share Consolidation are fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution(s) to approve the Share Consolidation.

MISCELLANEOUS

In case of any inconsistency between the English version and the Chinese translation of this circular and the form of proxy, the English version shall prevail.

As the Share Consolidation is subject to the satisfaction of conditions, the Share Consolidation may or may not become effective. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares and if they are in any doubt about their position, they should consult their professional advisers.

Yours faithfully,

For and on behalf of

Eternity Investment Limited

Lei Hong Wai

Chairman

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NOTICE OF SGM

ETERNITY INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 764)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting of Eternity Investment Limited (the "Company") will be held at Meeting Room (Soho 1), 6/F., ibis Hong Kong Central & Sheung Wan Hotel, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong on Wednesday, 18 June 2025 at 11:00 a.m. to transact the following ordinary business:

ORDINARY RESOLUTION

1. "THAT subject to and conditional upon (i) the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Exchange") granting the listing of, and permission to deal in, the Consolidated Shares (as defined below); and (ii) the compliance by the Company with all relevant procedures and requirements under the Rules Governing the Listing of Securities on the Exchange (the "Listing Rules") to effect the Share Consolidation, with effect from the second business day immediately following the day of passing of this resolution:

(a) every ten (10) issued and unissued ordinary shares with a par value of HK$0.01 each in the existing share capital of the Company be and are consolidated into one (1) consolidated share (the "Consolidated Share") with a par value of HK$0.10 each (the "Share Consolidation"), and such Consolidated Shares shall rank pari passu in all respects with each other and shall have the rights and privileges and be subject to the restrictions in respect of the ordinary shares of the Company;

(b) immediately following the Share Consolidation becoming effective, and assuming that no changes on the authorised share capital of the Company from the date hereof until the effective date of the Share Consolidation, the authorised share capital of the Company will become HK$100,000,000 divided into 1,000,000,000 Consolidated Shares with par value of HK$0.10 each;

(c) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to the shareholders but will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors (the "Directors") of the Company may think fit; and

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NOTICE OF SGM

(d) the Directors and each of them be and are fully authorised to take any and all steps, and to do and/or procure to be done any and all acts and things, and to approve, sign and execute (under hand, seal or as a deed) any documents which they in their absolute discretion consider necessary, desirable, expedient or appropriate to effect and implement this resolution and to exercise such discretion in connection, relating to or arising from the Share Consolidation and/or the matters contemplated herein, with such modifications thereto (if any) as they/he/she may from time to time consider necessary, expedient and/or appropriate in order to implement, finalise and give full effect to the Share Consolidation.”

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

Hong Kong, 23 May 2025

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

Head office and principal place of business in Hong Kong:
Unit 1211, Shun Tak Centre West Tower
168-200 Connaught Road Central
Hong Kong

Notes:

1. A member entitled to attend and vote at the special general meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his/her/its behalf. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time for holding the special general meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the special general meeting or any adjournment thereof, should he/she/it so wish.

3. Where there are joint registered holders of any Shares, any one of such holders may vote at the special general meeting, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto, but if more than one of such holders be present at the special general meeting personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

4. The register of members of the Company will be closed from Friday, 13 June 2025 to Wednesday, 18 June 2025, both days inclusive, during which period no transfer of Shares can be registered. In order to ascertain shareholders’ rights for the purpose of attending and voting at the special general meeting, all transfers, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Thursday, 12 May 2025.

5. No gifts, food or beverages will be provided to attendees at the special general meeting.

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