Samsonite Group S.A. — Regulatory Filings 2015

Sep 1, 2015

For Main Board and GEM listed issuers

HKE

香港交易所

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 31/08/2015

To: Hong Kong Exchanges and Clearing Limited

Name of Issuer
Eternity Investment Limited

Date Submitted
01/09/2015

I. Movements in Authorised Share Capital

1. Ordinary Shares

(1) Stock code: 764 Description: ETERNITY INV
	No. of ordinary shares	Par value (HK$)	Authorised share capital (HK$)
Balance at close of preceding month	10,000,000,000	0.01	100,000,000.00
Increase/(decrease)	0		0
Balance at close of the month	10,000,000,000	0.01	100,000,000.00
(2) Stock code: N/A Description:
	No. of ordinary shares	Par value (State currency)	Authorised share capital (State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month

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For Main Board and GEM listed issuers

1. Preference Shares

Stock code: N/A Description:
	No. of preference shares	Par value (State currency)	Authorised share capital (State currency)
Balance at close of preceding month	_____	_____	_____
Increase/(decrease)	_____	_____	_____
Balance at close of the month	_____	_____	_____

1. Other Classes of Shares

Stock code: N/A Description:
	No. of other classes of shares	Par value (State currency)	Authorised share capital (State currency)
Balance at close of preceding month	_____	_____	_____
Increase/(decrease)	_____	_____	_____
Balance at close of the month	_____	_____	_____

Total authorised share capital at the end of the month (HK$): 100,000,000.00

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For Main Board and GEM listed issuers

II. Movements in Issued Share Capital

	No. of ordinary shares		No of preference shares	No. of other classes of shares
	(1)	(2)
Balance at close of preceding month	590,003,243	N/A	N/A	N/A
Increase/ (decrease) during the month	590,003,243	N/A	N/A	N/A
Balance at close of the month	1,180,006,486	N/A	N/A	N/A

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars of share option scheme including EGM approval date (dd/mm/yyyy) and class of shares issuable	Movement during the month				No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
	Granted	Exercised	Cancelled	Lapsed
1. Share option scheme adopted on 21/01/2002
Exercise price: HK$1,470.308 (see remark below)						4,835
Ordinary shares	0	0	0	0	0	(see remark below)
(Note 1)
2. Share option scheme adopted on 21/01/2002
Exercise price: HK$2,188.687 (see remark below)						25,309
Ordinary shares	0	0	0	0	0	(see remark below)
(Note 1)
3. Share option scheme adopted on 12/12/2011
Exercise price: HK$0.655 (see remark below)						4,100,060
Ordinary shares	0	0	0	0	0	(see remark below)
(Note 1)
			Total A. (Ordinary shares)		0
				(Preference shares)	N/A
				(Other class)	N/A
Total funds raised during the month from exercise of options (HK$)			N/A

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For Main Board and GEM listed issuers

Warrants to Issue Shares of the Issuer which are to be Listed

| Description of warrants
(Date of expiry - dd/mm/yyyy) | Currency of nominal value | Nominal value at close of preceding month | Exercised during the month | Nominal value at close of the month | No. of new shares of issuer issued during the month pursuant thereto | No. of new shares of issuer which may be issued pursuant thereto as at close of the month |
| --- | --- | --- | --- | --- | --- | --- |
| 1. N/A | | | | | | |
| ( / / ) | | | | | | |
| Stock code (if listed) | | | | | | |
| Class of shares issuable (Note 1) | | | | | | |
| Subscription price EGM approval date (if applicable) (dd/mm/yyyy) | ( / / ) | | | | | |
| 2. N/A | | | | | | |
| ( / / ) | | | | | | |
| Stock code (if listed) | | | | | | |
| Class of shares issuable (Note 1) | | | | | | |
| Subscription price EGM approval date (if applicable) (dd/mm/yyyy) | ( / / ) | | | | | |
| 3. N/A | | | | | | |
| ( / / ) | | | | | | |
| Stock code (if listed) | | | | | | |
| Class of shares issuable (Note 1) | | | | | | |
| Subscription price EGM approval date (if applicable) (dd/mm/yyyy) | ( / / ) | | | | | |
| 4. N/A | | | | | | |
| ( / / ) | | | | | | |
| Stock code (if listed) | | | | | | |
| Class of shares issuable (Note 1) | | | | | | |
| Subscription price EGM approval date (if applicable) (dd/mm/yyyy) | ( / / ) | | | | | |
| Total B. (Ordinary shares) N/A
(Preference shares) N/A
(Other class) N/A | | | | | | |

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For Main Board and GEM listed issuers

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

Class and description	Currency of amount outstanding	Amount at close of preceding month	Converted during the month	Amount at close of the month	No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1. N/A
Stock code (if listed)
Class of shares issuable (Note 1)
Subscription price EGM approval date (if applicable) (dd/mm/yyyy)	( / / )
2. N/A
Stock code (if listed)
Class of shares issuable (Note 1)
Subscription price EGM approval date (if applicable) (dd/mm/yyyy)	( / / )
3. N/A
Stock code (if listed)
Class of shares issuable (Note 1)
Subscription price EGM approval date (if applicable) (dd/mm/yyyy)	( / / )
4. N/A
Stock code (if listed)
Class of shares issuable (Note 1)
Subscription price EGM approval date (if applicable) (dd/mm/yyyy)	( / / )
			Total C. (Ordinary shares) N/A
			(Preference shares) N/A
			(Other class) N/A

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For Main Board and GEM listed issuers

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)

Full particulars including EGM approval date (dd/mm/yyyy), if applicable, and class of shares issuable:		No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1.	On 11/12/2014, a conditional sale and purchase agreement was entered into between the Company as purchaser, Unique Talent Group Limited as vendor and China Jiuhao Health Industry Corporation Limited as guarantor relating to the proposed acquisition of the entire issued share capital in Smart Title Limited and the assignment of the shareholder's loan due by Smart Title Limited at an aggregate consideration of HK$1,650,000,000, of which HK$600,000,000 will be settled in cash and the remaining HK$1,050,000,000 will be settled by the allotment and issue of 1,500,000,000 new ordinary shares of HK$0.01 each at an issue price of HK$0.70 per share.
	( / / )
	Ordinary shares (Note 1)	0	1,500,000,000
2.	On 15/05/2015, the Company proposed to issue not less than 547,673,243 and not more than 593,921,844 new ordinary shares of the Company to the qualifying shareholders by way of rights issue at a price of HK$0.70 per new ordinary share on the basis of one new ordinary share for every one existing ordinary share held on 28/07/2015.
	On 15/05/2015, the Company as issuer and Kingston Securities Limited as underwriter entered into the underwriting agreement in relation to the underwriting arrangement in respect of the rights issue.
	The rights issue was approved by the independent shareholders at the special general meeting of the Company held on 16/07/2015. Please refer to the Company's announcements dated 15/05/2015 and 20/05/2015 and prospectus dated 29/07/2015 for further details.
	On 24/08/2015, the Company issued 590,003,243 new ordinary shares at a price of HK$0.70 per new ordinary shares. Please refer to the Company's announcement dated 20/08/2015 for further details.
	(16/07/2015)
	Ordinary shares (Note 1)	590,003,243
3.	N/A
	( / / )
	shares (Note 1)
	Total D. (Ordinary shares)	590,003,243
	(Preference shares)	N/A
	(Other class)	N/A

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For Main Board and GEM listed issuers

Other Movements in Issued Share Capital

Type of Issue						No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1.	Rights issue	At price : State currency	Class of shares issuable (Note 1)
			Issue and allotment date : (dd/mm/yyyy)	( / / )
			EGM approval date: (dd/mm/yyyy)	( / / )
					N/A	N/A
2.	Open offer	At price : State currency	Class of shares issuable (Note 1)
			Issue and allotment date : (dd/mm/yyyy)	( / / )
			EGM approval date: (dd/mm/yyyy)	( / / )
					N/A	N/A
3.	Placing	At price : State currency	Class of shares issuable (Note 1)
			Issue and allotment date : (dd/mm/yyyy)	( / / )
			AGM approval date: (dd/mm/yyyy)
					N/A	N/A
4.	Bonus issue		Class of shares issuable (Note 1)
			Issue and allotment date : (dd/mm/yyyy)	( / / )
			EGM approval date: (dd/mm/yyyy)	( / / )
					N/A	N/A

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For Main Board and GEM listed issuers

Type of Issue	No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
5. Scrip dividend
At price: State currency	Class of shares issuable (Note 1)
Issue and allotment date: (dd/mm/yyyy)
EGM approval date: (dd/mm/yyyy)	( / / )
( / / )
N/A
N/A
6. Repurchase of shares	Class of shares repurchased (Note 1)
Cancellation date: (dd/mm/yyyy)
EGM approval date: (dd/mm/yyyy)	( / / )
( / / )
N/A
N/A
7. Redemption of shares	Class of shares redeemed (Note 1)
Redemption date: (dd/mm/yyyy)
EGM approval date: (dd/mm/yyyy)	( / / )
( / / )
N/A
N/A
8. Consideration issue
At price: State currency	Class of shares issuable (Note 1)
Issue and allotment date: (dd/mm/yyyy)
EGM approval date: (dd/mm/yyyy)	( / / )
( / / )
N/A
N/A

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For Main Board and GEM listed issuers

Type of Issue	No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
9. Capital reorganisation	Class of shares issuable (Note 1)
	Issue and allotment date: (dd/mm/yyyy)	( / / )
	EGM approval date: (dd/mm/yyyy)	( / / )
		N/A N/A
10. Other (Please specify) At price: State currency	Class of shares issuable (Note 1)
	Issue and allotment date: (dd/mm/yyyy)	( / / )
	EGM approval date: (dd/mm/yyyy)	( / / )
		N/A N/A
Total E. (Ordinary shares) N/A
(Preference shares) N/A
(Other class) N/A
Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E):	(1)	590,003,243
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	(2)	N/A
Total increase / (decrease) in preference shares during the month (i.e. Total of A to E):		N/A
Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E):		N/A
(These figures should be the same as the relevant figures under II above (“Movements in Issued Share Capital”).)

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For Main Board and GEM listed issuers

Remarks (if any):
The exercise prices and number of the outstanding share options have been adjusted for the rights issue as completed on 24 August 2015.

Submitted by: Chan Kin Wah, Billy

Title: Director
(Director, Secretary or other duly authorised officer)

Notes:
1. State the class of shares (e.g. ordinary, preference or other).
2. If there is insufficient space, please append the prescribed continuation sheet.