Samsonite Group S.A. — Share Issue/Capital Change 2011

Jul 26, 2011

TO BE VALID, THE WHOLE OF THIS APPLICATION FORM MUST BE RETURNED

本申請表格必須整合交回方為有效

Application Form No.

申請表格編號

IMPORTANT

重要提示

THIS APPLICATION FORM IS VALUABLE BUT IS NOT TRANSFERABLE AND IS FOR THE USE OF THE QUALIFYING SHAREHOLDER(S) NAMED BELOW ONLY. NO APPLICATION CAN BE MADE AFTER 4:00 P.M. ON TUESDAY, 8 AUGUST 2011.
本申請表格具有優渥，但不作關鍵，若選拔下交回成立或僅限服務使用，二零一一年八月九日(星期二)下午四時正會不得提出申請。

IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THIS APPLICATION FORM OR AS TO THE ACTION TO BE TAKEN, YOU SHOULD CONSULT A LICENSED SECURITIES DEALER, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.

閣下請致本申請表格之任何方面或應該致之行動有任何疑問，應該請另聘請參合表格，履行威權，律師、專業履於領域其他業務顧問。

TERMS USED HEREIN SHALL HAVE THE SAME MEANINGS AS DEFINED IN THE PROSPECTUS OF ETERNIY INVESTMENT LIMITED DATED 26 JULY 2011 UNLESS THE CONTEXT OTHERWISE REQUIRES.

除主義另有所指外，本表格所用詞彙與Eternity Investment Limited(永恆策略投資有限公司「計二零一一年七月二十六日刊登之發售車股份表示意義有相同認義。

A copy of each of the Prospectus Documents, and having attached thereto the documents specified in the paragraph headed "Documents delivered to the Registrars of Companies' in Appendix III to the Prospectus, has been registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies Ordinance and a copy of each of the Prospectus Documents has been in; will as soon as practicable be, filed with the Registrar of Companies in Bermuda in accordance with the Companies Act. The Securities and Futures Commission of Hong Kong, the Registrar of Companies in Hong Kong and the Registrar of Companies in Bermuda take no responsibility as to the contents of these documents.

此行動有任何通則或僚章或附錄二(請另立司法常識交回日)。但公聘之文件已根據公司條例第342C條向香港公司註明處登記，而各份章程文件已經收錄於實際可行情況下儘快根據公司法之規定請至百萬填公司註明處存權。香港證券及期貨事務監察委員會，香港公司註明處及百萬填公司註明處於任何該等文件之內容都不容稟。

Hong Kong Exchange and Clearing Limited, the Stock Exchange and HKSCC take no responsibility for the contents of this Application Form, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this Application Form.

香港已有及結業所有限公司，獨立的及徵得結業股本申請表格之內容極不負責。股票準備告成完整性及不發表任何聲明，並明確表示概不提因本申請表格全部由任何部分內容而產生成因依賴該等內容而引致之任何損失承擔任何責任。

Dealing in the Shares and the Offer Shares may be settled through CCASS and you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser for details of these settlement arrangements and how such arrangements may affect your rights and interests.

股份及發售股份之證書可以透過外來結業及經銷行公佈。閣下應提請等价保存該之註冊及該等安排可抵抵。閣下之權利及權益於購買之影響認測。閣下之股票保牌證券交易商、銀行證照、律師、專業履於領域其他業務顧問。

Subject to the granting of lading of, and permission to deal in, the Offer Shares on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Offer Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealing in the Offer Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

任何香港及其所有限公司，不在商業、公益僅可享受結業之證券收納與交易。發售股份承擔香港結業股份及香港證券，可由發售股份開放及獨立向香港之自由香港結業獨立公有機商及其商品。於中央結業系統內享有、結業及公有、獨立向香港及之間於任何交易日之交易必須於其後第三個交易日於中央結業系統內發行交易。於中央結業系統內發行之所有活動均須依據不同香港之中央結業系統，如規則及中央結業系統講中程序規則進行。

ETERNITY INVESTMENT LIMITED

永恒策略投資有限公司*

(Incorporated in Bermuda with limited liability)

（於百萬填註冊成立之表格公司）

(Stock Code: 764)

（股份代號：764）

OPEN OFFER OF 6,611,960,980 OFFER SHARES AT HK$0.04 PER OFFER SHARE

ON THE BASIS OF FIVE OFFER SHARES

FOR EVERY ONE EXISTING SHARE HELD ON THE RECORD DATE

按於記錄日期每持有一股現有股份獲發五股發售股份之基準

按每股公開發售股份港幣0.04元公開發售6,611,960,980股發售股份

PAYABLE IN FULL ON APPLICATION BY NO LATER THAN 4:00 P.M. ON TUESDAY, 9 AUGUST 2011

股款須於申請時(不得遲於二零一一年八月九日(星期二)下午四時正)繳足

APPLICATION FORM

申請表格

Registered office:

註冊辦業處

Cigarettes House

2 Church Street

Hamilton HM 11

Bermuda

Head office and principal place of

business in Hong Kong

總辦業處及香港主要營業地點

Unit 3811, Shun Tak Centre

West Tower

168-200 Connaught Road Central

Hong Kong

香港

千禧禪寺168-200號

宣講中心

西南3811號

28 July 2011

二零一一年七月二十六日

Name(s) and address of the Qualifying Shareholder(s) 合資格股東經名及地址

Application can only be made by the Qualifying Shareholder(s) named above.

申請僅可由上文列名之合資格股東作出

Please enter in Box D the number of Offer Shares applied for and the amount of remittance enclosed (calculated as the number of Offer Shares applied for multiplied by HK$0.04).

請於下欄填並所申請認購之發售股份數目及隨附之股款金額(以申請認購之發售股份數目乘以港幣0.04元計算)

Date	Number of Shares registered in your name on 25 July 2011
1/8	2011

Number of Offer Shares in your assured allotment subject to payment in full on application by no later than 4:00 p.m. on Tuesday, 9 August 2011.

閣下應與請募得之各幣股份數目(請不遲於二零一一年八月九日(星期二)下午四時正申請時繳足)

Date	Number of Offer Shares in your assured allotment subject to payment in full
1/16	2011

Number of Other Shares in your assured allotment subject to payment in full as applicable by no later

Date	Number of Offer Shares applied for
1/16	未抽註獨立發售股份數目
Signature enclosed	請於註冊
2011	2011

You are entitled to apply for any number of Offer Shares which is equal to or less than your assured allotment shown in Box B above by filling in this Application Form. Subject as mentioned in the Prospectus and this Application Form, such allotment is made to the Shareholders who (a) were registered on the register of members of the Company and (b) were not the Prohibited Shareholders at the close of business on Monday, 25 July 2011 on the basis of an assured allotment of five Offer Shares for every one existing Share held on Monday, 25 July 2011.

閣下有權透過庫寫本申請表格申請認購前等於成少於上文乙欄所列。閣下獲保證配發之任何發售股份數目。在發售車間及本申請表格所述者規限下，有關配稿乃向於二零一一年七月二十五日(星期一)營業時間結束時(a)登記於本公司股東名冊及(b)並依常慧止股東之股東作出。基準為按於二零一一年七月二十五日(星期一)每持有一股現有股份獲保證配發五股發售股份。

If you wish to apply for such number of Offer Shares which is more than your assured allotment shown in Box B above, i.e. the excess Offer Shares, you should also fill in the Excess Application Form, and lodge it with a separate remittance for full amount payable in respect of the excess Offer Shares.

倘閣下欲申請認購多於上文乙欄所列，閣下獲保證配發之有關發售股份數目(即額外發售股份)，則閣下亦須填寫額外申請表格，並連同額外發售股份涉及之全數應繳款項之認別股款一併交回。

If you wish to apply for any Offer Shares, you should complete and sign this Application Form, and lodge this Application Form together with a remittance for the full amount payable in respect of the Offer Shares applied for with the Company's branch share registrar and transfer office in Hong Kong, Tinsor Standard Limited at 26th Floor, Teabury Centre, 28 Queen's Road East, Wanchai, Hong Kong by not later than 4:00 pm on Tuesday, 9 August 2011. All remittances must be in Hong Kong dollars. Cheques must be drawn on an account with, or cashier's orders must be issued by, a licensed bank in Hong Kong and made payable to "Eternity Investment Limited - Open Offer Account" and crossed "Account Payee Only" and comply with the procedures set out overleaf. No receipt will be given for such remittances.

倘閣下欲申請認購任何發售股份，請填妥及簽署本申請表格，並將本申請表格連同申請認購發售股份涉及之全數應繳款項之呈額股款，須不遲於二零一一年八月九日(星期二)下午四時正交回本公司之香港股份過戶登記介護或待標準有限公司，徐汝為香港現行當日大證票28號全據書中心28樓。所有股款必須以港幣支付。支票必須以香港持牌銀行之賬戶開出，若銀行本票須由香港持牌銀行發出，並以Eternity Investment Limited - Open Offer Account(為如第人，並劃線註明)共進入股票人數戶。以及須符合反而所載手續。該等股款不會獲發收據。

Additional information including conditions and procedures for application of the Offer Shares and/or the excess Offer Shares is enclosed.

隨附額外資料載有發售股份及/或額外發售股份之條件及申請手續。

• For identification purpose only

僅供識別

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ETERNITY INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 764)

CONDITIONS

1. No Prohibited Shareholder is permitted to apply for any Offer Shares and/or excess Offer Shares.
2. No receipt will be issued for sums received on application(s) but it is expected that share certificate(s) for any Offer Shares and/or excess Offer Shares in respect of which the application(s) is/are accepted in full or in part will be sent to the allottee(s) or, in the case of joint allottees, to the first named allottee by ordinary post, at their own risk, at the address stated on the form(s).
3. Completion of this Application Form and/or Excess Application Form will constitute an instruction and authority by the applicant(s) to the Company and/or Tricor Standard Limited or some person nominated by them for the purpose, on behalf of the applicant(s), to execute any registration of this Application Form and/or Excess Application Form or other documents and, generally, to do all such other things as such company or person may consider necessary or desirable to effect registration in the name of the applicant(s) of the Offer Shares and/or excess Offer Shares applied for or any lesser number in accordance with the arrangements described in the Prospectus.
4. The applicant(s) of the Offer Shares and/or excess Offer Shares undertake to sign all documents and to do all other acts necessary to enable him/her/them to be registered as the holder(s) of the Offer Shares and/or excess Offer Shares which he/she/they has/have applied for subject to the memorandum of association and the bye-laws of the Company.
5. Remittance(s) will be presented for payment upon receipt by the Company and all interest earned (if any) will be retained for the benefit of the Company. Completion and return of this Application Form and/or Excess Application Form will constitute a warranty by the applicant(s) that the cheque or the cashier's order will be honoured on first presentation. Without prejudice to the other entitlements of the Company in respect thereof, the Company reserves the right to reject any Application Form and/or Excess Application Form in respect of which the accompanying cheque or cashier's order is dishonoured on first presentation or, at the option of the Company, subsequent presentation. In such event, the relevant assured allotments of the Offer Shares and all entitlements thereunder and/or the application for excess Offer Shares will be deemed to have been declined and will be cancelled.
6. Your right to apply for the Offer Shares and/or the excess Offer Shares is not transferable.
7. The Company reserves the right to accept or refuse any application(s) for Offer Shares and/or excess Offer Shares which does/do not comply with the procedures for application set out herein and/or in the Excess Application Form.
8. Completion and return of this Application Form and/or Excess Application Form will constitute a warranty and representation to the Company that all registration, legal and regulatory requirements of all relevant jurisdictions other than Hong Kong in connection with this Application Form and/or Excess Application Form and any acceptance of them have been, or will be, duly complied with. If you are in doubt as to your position, you should consult your professional advisers.
9. The Underwriting Agreement contains provisions entitling Kingston by notice in writing to the Company at any time prior to 4:00 p.m. on Friday, 12 August 2011 to terminate its obligations thereunder on the occurrence of certain events including force majeure. These events are set out in the section headed "Termination of the Underwriting Agreement" and the paragraph headed "Termination of the Underwriting Agreement" under the section headed "Letter from the Board" of the Prospectus. If Kingston terminates the Underwriting Agreement in accordance with the terms thereof, the Open Offer will not proceed. In addition, the Open Offer is conditional upon the fulfillment of the conditions set out in the paragraph headed "Conditions of the Open Offer" under the section headed "Letter from the Board" of the Prospectus.

PROCEDURES FOR APPLICATION

You may apply for such number of Offer Shares which is equal to or less than your assured allotment set out in Box B by filling in this Application Form.

To apply for such number of Offer Shares which is less than your assured allotment, enter in Box D of this Application Form the number of Offer Shares for which you wish to apply for and the total amount payable (calculated as the number of Offer Shares applied for multiplied by HK$0.04). If the amount of the corresponding remittance received is less than that required for the number of Offer Shares inserted, the applicant(s) will be deemed to have applied for such lesser number of Offer Shares for which full payment has been received.

If you wish to apply for the exact number of Offer Shares set out in Box B of this Application Form, this number should be inserted in Box D of this Application Form. If no number is inserted, you will be deemed to have applied for the number of Offer Shares for which full payment has been received.

If you wish to apply for any number of Offer Shares which is more than your assured allotment set out in Box B of this Application Form, i.e. the excess Offer Shares, you should use the Excess Application Form and enter in the appropriate space provided in the Excess Application Form the number of excess Offer Shares for which you wish to apply for and the total amount payable (calculated as the number of excess Offer Shares applied for multiplied by HK$0.04). You may apply for any number of excess Offer Shares as you wish. If the amount of the corresponding remittance received is less than that required for the number of excess Offer Shares inserted, the applicant(s) will be deemed to have applied for such lesser number of excess Offer Shares for which full payment has been received.

This Application Form and/or Excess Application Form, when duly completed, to which the appropriate remittance(s) should be stapled accordingly, should be folded once and must be returned to the Company's branch share registrar and transfer office in Hong Kong, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong, no later than 4:00 p.m. on Tuesday, 9 August 2011. All remittance(s) must be made in Hong Kong dollars. Cheques must be drawn on an account with, or cashier's orders must be issued by, a licensed bank in Hong Kong, and made payable to "Eternity Investment Limited — Open Offer Account" for your assured allotment of Offer Shares and made payable to "Eternity Investment Limited—Excess Application Account" for excess Offer Shares and crossed "Account Payee Only". Unless this Application Form and/or Excess Application Form, together with the appropriate remittance shown in Box C or Box D (as the case may be) of this Application Form and/or the appropriate remittance shown in the Excess Application Form has/have been received by 4:00 p.m. on Tuesday, 9 August 2011, your right to apply for the Offer Shares and/or excess Offer Shares and all rights in relation thereto shall be deemed to have been declined and will be cancelled.

Share certificate is expected to be posted by ordinary post to you on or before Monday, 15 August 2011 at your own risk. You will receive one share certificate for all the entitlement to Offer Shares and/or excess Offer Shares validly applied for and issued to you.

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Q

ETERNITY INVESTMENT LIMITED

永恒策略投資有限公司*

(Incorporated in Bermuda with limited liability)

（於百慕達註冊成立之有限公司）

(Stock Code: 764)

（股份代號：764）

To: Eternity Investment Limited

致：永恒策略投資有限公司*

Dear Sirs,

I/We, being the registered holder(s) of the Shares stated overleaf, enclose a remittance** for the amount payable in full on application for the number of Offer Shares at an issue price of HK$0.04 per Offer Share specified in Box B (or, if and only if Box D is completed, in Box D). I/We accept that number of Offer Shares on the terms and conditions of the Prospectus dated 26 July 2011 and subject to the memorandum of association and by-laws of the Company and I/we hereby undertake and agree to apply for the same or any lesser number of such Offer Shares in respect of which this application may be made. I/We authorise the Company to place my/our name(s) on the register of members as the holder(s) of such Offer Shares or any lesser number of Offer Shares as aforesaid and to send the share certificate in respect thereof by ordinary post at my/our risk to the address specified overleaf. I/We have read the conditions and procedures for application set out overleaf and agree to be bound thereby.

By signing this form, I/we declare that I/we am/are not Prohibited Shareholder(s) and my/our application for the Offer Shares does not violate any applicable securities or other laws or regulations of any jurisdiction outside Hong Kong.

敬啟者：

本人／吾等為背頁所列股份之登記持有人，現申請認購乙欄(或倘已填妥丁欄，則丁欄)指定之發售股份數目，並附上提取股價股份港幣0.04元之發行價計算須於申請時繳足之全數股款**。本人／吾等謹此按照日期為二零一一年七月二十六日之發售章程所載之條款及條件，並在貴公司之組織章程大綱及公司細則限制下接納有關數目之發售股份，而本人／吾等謹此承諾並同意申請認購相等於或少於與本申請有關之發售股份數目。本人／吾等謹此授權貴公司將本人／吾等之姓名列入股東名冊，作為有關數目或前述數目較少之發售股份之持有人，並請貴公司將有關股票按背頁所列地址以平額方式寄予本人／吾等，願誤風險概由本人／吾等承擔。本人／吾等已詳閱背頁所載各項條件及申請手續，並同意全部遵守。

透過簽署本表格，本人／吾等聲明本人／吾等並非受禁止股東，而本人／吾等申請發售股份並無違反香港以外任何司法管轄區之任何適用證券或其他法律或法規。

| Please insert contact telephone number
請填上聯絡電話號碼 | |
| --- | --- |

Signature(s) of Qualifying Shareholder(s)

(all joint Qualifying Shareholder(s) must sign)

合資格股東簽署

（所有聯名合資格股東均須簽署）

(1) _______ (2) ______ (3) _____ (4) ________

Date _______ 2011

日期：二零一一年__月____日

Details to be filled in by Qualifying Shareholder(s):

請合資格股東填妥以下詳情：

| Number of Offer Shares applied for (being the total specified in Box D, or failing which, the total specified in Box B)
申請認購發售股份數目
（丁欄所列明之總數
或（如未有填妥）乙欄
所列明之總數） | Total amount of remittance (being the total specified in Box D, or failing which, the total specified in Box C)
股款總額
（丁欄所列明之股款總額或
（如未有填妥）
丙欄所列明之股款總額） | Name of bank on which cheque/cashier's order is drawn
支票／銀行本票之
付款銀行名稱 | Cheque/cashier's order number
支票／銀行本票號碼 |
| --- | --- | --- | --- |
| | HK$
港幣
元 | | |

** Cheque or cashier's order should be crossed "Account Payee Only" and made payable to "Eternity Investment Limited — Open Offer Account" (see the paragraph headed "Procedures for Application" on the reverse side of this form).

** 支票或銀行本票須劃線註明「只准入抬頭人賬戶」，並以「Eternity Investment Limited — Open Offer Account」為抬頭人（請參閱本表格背頁「申請手續」一段）。

Valid application for such number of Offer Shares which is less than or equal to an applicant's assured allotment will be accepted in full, assuming that the conditions of the Open Offer have been satisfied. If no number is inserted in the boxes above, you will be deemed to have applied for the number of Offer Shares for which payment has been received. If the amount of the remittance is less than that required for the number of Offer Shares inserted, you will be deemed to have applied for such lesser number of Offer Shares for which payment has been received. Application will be deemed to have been made for a whole number of Offer Shares. No receipt will be given for remittance.

假設公開發售之條件獲達成，申請認購發售股份數目少於或相等於申請人獲保證配發之數目之有效申請將獲全數接納。倘上欄內並無填上數目，則閣下將被視作申請認購已收款項所代表之發售股份數目。倘股款少於申請認購上欄所填數目之發售股份所需之股款，則閣下將被視作申請認購已收款項所代表之有關較少發售股份數目。申請將被視作為申請認購完整之發售股份數目而作出。本公司不會就股款發出收據。

• For identification purpose only

僅供識別