Samsonite Group S.A. — Share Issue/Capital Change 2013

Apr 8, 2013

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 MONDAY, 22 APRIL 2013.

本申請表格具有價值，但不可轉讓，並適用下文與名之合資格股東使用。二零一三年初月二十二日（星期一）下午四時正逢不得提出申請。

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, REGISTERED INSTITUTION IN SECURITIES, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.

閣下出獄本申請表格之任何方需或應提取之行動有任何疑問，應提請指揮廳各交表致，註冊證各備備，銀行銀貨、律師、義務會計師或其他業務顧問。

TERMS USED HEREIN SHALL HAVE THE SAME MEANINGS AS DEFINED IN THE PROSPECTUS OF ETERNITY INVESTMENT LIMITED DATED 8 APRIL 2013 UNLESS THE CONTEXT OTHERWISE REQUIRES.

致文書沒有充裕方，本表格仍然開刪除Eternity Investment Limited（未按資格依據有限公司*）於二零一三年初月八日刊發之發售章程的界定者具有相同涵義。

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 Hong Kong and Bermuda" 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 will as soon as practicable be filed with the Registrar of Companies in Bermuda in compliance 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.

各份章程文件連同發售章程附錄三（送呈香港及百展達公司註冊處處長之文件）：該訂明之文件已根據公司條例第342C條向香港公司註冊處登記，而各份章程文件將於實際可行情況下盡快遞開公司法（如需要）之規定送至百展達公司註冊處處長徐協。香港證券及開放事務監察委員會、香港公司註冊處處長及百展達公司註冊處處長劉任明證等文件之內容概不負責。

Hong Kong Exchanges 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 howsoever arising from or in reliance upon the whole or any part of the contents of this Application Form.

香港交易及結算所有限公司、聯交所及香港結算副本申請表格之內容概不負責。副其準確性或完整性亦不發表任何聲明，並明確表示概不提因本申請表格全部或任何部分內容乖處生或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, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser for details of the settlement arrangements and how such arrangements may affect your rights and interests.

該份及發售該份之買賣可以透過中央結算系統進行交易。閣下應提請等交易受訴之詳情並請等安排可能對閣下之權利及權益作備用之影響請請閣下之持牌證券交易商、註冊證券備備、銀行經理、律師、專業會計師或其他業務顧問。

Subject to the granting of listing 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 dealings 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.

待發售股份獲准於聯交所上司及買賣，以及遵守香港結算之證券收納規定後，發售該份將獲香港結算接納為合資格證券，可由發售股份開始至聯交所買賣之日起香港結算屬妥之有關其他日期起，於中央結算系統內曾存、結算及交收。聯交所參與者之間於任何交易日之交易必須於其後第二個交易日於中央結算系統內進行交收。於中央結算系統內進行之所有活動均須依據不時有效之中央結算系統一般能夠及中央結算系統連作程序規則進行。

ETERNITY INVESTMENT LIMITED

永恒策略投資有限公司*

(Incorporated in Bermuda with limited liability)

（於百展達註冊班之之有限公司）

(Stock Code: 784)

（股份代號：784）

OPEN OFFER OF 152,224,414 OFFER SHARES AT HK$1.20 PER OFFER SHARE

ON THE BASIS OF ONE OFFER SHARE

FOR EVERY TWO EXISTING SHARES HELD ON THE RECORD DATE

按於記錄日期每持有兩股現有股份獲發一股發售股份之基準

按每股公開發售股份1.20港元公開發售152,224,414股發售股份

PAYABLE IN FULL UPON APPLICATION BY NO LATER THAN 4:00 P.M. ON MONDAY, 22 APRIL 2013

股款須於申請時（不得擱於二零一三年四月二十二日（星期一）下午四時正）繳足

APPLICATION FORM

申請表格

Registered office:

註冊辦事處：

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

Head office and principal place of

business in Hong Kong:

將辦事處交接港主要發展包點：

Unit 3811, Shun Tak Centre

West Tower

168-200 Connaught Road Central

Hong Kong

香港

千層道中168-200號

信德中心

西部3811室

8 April 2013

二零一三年四月八日

Name

(1)

Number of Shares registered in your name on 3 April 2013

或（第一三年四月五日） 閣下在簽發前之股份數目

Number of Offer Shares in your payroll (abstract subject to payment in full upon application by no later than 4:00 p.m. on Monday, 23 April 2013)

閣下應提請簽發之股東股份數目（或不遵守二零一三年四月二十二日（星期一）下午四時正申請時繳足）

Date

(2)

Number of Shares in your account (abstract when applied in full

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

or

---

ETERNITY INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 764)

CONDITIONS

1. No Prohibited Shareholder is permitted to subscribe for any 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 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 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 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 applied for or any lesser number in accordance with the arrangements described in the Prospectus.
4. The applicant(s) of the Offer Shares undertake to sign all documents and to do all other acts necessary to enable him/her/it/them to be registered as the holder(s) of the Offer Shares which he/she/it/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 with a cheque and/or cashier's order 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 in respect of which the accompanying cheque and/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 rights and entitlements thereunder will be deemed to have been declined and will be cancelled.
6. Your right to apply for the Offer Shares is not transferable.
7. The Company reserves the right to accept or refuse any application(s) for Offer Shares which does/do not comply with the procedures for application set out herein.
8. Completion and return of this 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 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 the Underwriter by notice in writing to the Company at any time prior to 4:00 p.m. on Thursday, 25 April 2013 to terminate its obligations thereunder on the occurrence of certain events including force majeure. These events are set out below and 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 the Underwriter 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 subscribe 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 subscribe 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 subscribe for and the total amount payable (calculated as the number of Offer Shares subscribed for multiplied by HK$1.20). If the amount of the corresponding remittance received is less than that required for the number of Offer Shares inserted or entitled in Box B, the applicant(s) will be deemed to have applied for such lesser number of the Offer Shares for which full payment has been received. If you apply for a number of Offer Shares that is in excess of your assured entitlement set out in Box B of the Application Form, your application is liable to be rejected.

If you wish to subscribe 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.

This 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 Monday, 22 April 2013. 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 crossed "Account Payee Only". Unless this Application Form, together with the appropriate remittance shown in Box C or Box D (as the case may be) of this Application Form has/have been received by 4:00 p.m. on Monday, 22 April 2013, your right to apply for the 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 Friday, 26 April 2013 at your own risk. You will receive one share certificate for all the entitlements to Offer Shares validly subscribed for and issued to you.

TERMINATION OF THE UNDERWRITING AGREEMENT

The Underwriter may terminate the arrangements set out in the Underwriting Agreement by notice in writing issued to the Company at any time prior to the Latest Time for Termination if, prior to the Latest Time for Termination (provided that for the purposes of the termination clause of the Underwriting Agreement, if the date of the Latest Time for Termination shall be a business day on which a tropical cyclone warning signal no. 8 or above or a black rainstorm warning signal is or remains hoisted in Hong Kong between 9:00 a.m. and 4:00 p.m. on that day, the date of the Latest Time for Termination shall be the next business day on which no tropical cyclone warning signal no. 8 or above or no black rainstorm warning signal is or remains hoisted in Hong Kong between 9:00 a.m. and 4:00 p.m. on that day).

(1) In the absolute opinion of the Underwriter, the success of the Open Offer would be materially and adversely affected by:

(a) the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the absolute opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or is materially adverse in the context of the Open Offer; or
(b) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date hereof) of a political, military, financial, economic or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the absolute opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or materially and adversely prejudice the success of the Open Offer or otherwise makes it inexpedient or inadvisable to proceed with the Open Offer; or

(2) any adverse change in market conditions (including without limitation, any change in fiscal or monetary policy, or foreign exchange or currency markets, suspension or material restriction or trading in securities) occurs which in the absolute opinion of the Underwriter is likely to materially or adversely affect the success of the Open Offer or otherwise makes it inexpedient or inadvisable to proceed with the Open Offer; or
(3) there is any change in the circumstances of the Company or any member of the Group which in the absolute opinion of the Underwriter will adversely affect the prospects of the Company, including without limiting the generality of the foregoing the presentation of a petition or the passing of a resolution for the liquidation or winding up or similar event occurring in respect of any of member of the Group or the destruction of any material asset of the Group; or
(4) any event of force majeure including, without limiting the generality thereof, any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out; or
(5) any other material adverse change in relation to the business or the financial or trading position or prospects of the Group as a whole whether or not ejusdem generis with any of the foregoing; or
(6) any matter which, had it arisen or been discovered immediately before the date of the Prospectus and not having been disclosed in the Prospectus, would have constituted, in the absolute opinion of the Underwriter, a material omission in the context of the Open Offer; or
(7) any suspension in the trading of securities generally or the Company's securities on the Stock Exchange for a period of more than ten consecutive business days, excluding any suspension in connection with the clearance of the Announcement, or the Prospectus Documents or other announcements or circulars in connection with the Open Offer,

the Underwriter shall be entitled by notice in writing to the Company, served prior to the Latest Time for Termination, to terminate the Underwriting Agreement.

The Underwriter shall be entitled by notice in writing to rescind the Underwriting Agreement if prior to the Latest Time for Termination:

(1) any material breach of any of the representations, warranties or undertakings contained in the Underwriting Agreement above comes to the knowledge of the Underwriter; or
(2) any specified event comes to the knowledge of the Underwriter.

Any such notice shall be served by the Underwriter prior to the Latest Time for Termination.

Shareholders should note that the Shares have been dealt in on an ex-entitlement basis commencing from Wednesday, 27 March 2013, and that dealing in the Shares will take place even though the conditions to which the Open Offer is subject remain unfulfilled. Any Shareholder or other person dealing in the Shares on an ex-entitlement basis until the Open Offer becomes unconditional and the force majeure under the Underwriting Agreement expires (which is expected to be at 4:00 p.m. on Thursday, 25 April 2013) will accordingly bear the risk that the Open Offer may not become unconditional and may not proceed. Any Shareholder(s) or other person(s) contemplating dealing in the Shares during such period who is in any doubt about his/her/its/their position is advised to consult his/her/its/their professional adviser.

---

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 upon application for the number of Offer Shares entitled at an issue price of HK$1.20 per Offer Share specified in Box B (or, if and only if Box D is completed, in Box D). I/We hereby accept that number of Offer Shares on the terms and conditions of the Prospectus dated Monday, 8 April 2013 and subject to the memorandum of association and bye-laws of the Company and I/we hereby undertake and agree to subscribe 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 of the Company as the holder(s) of such Offer Shares or any lesser number of Offer Shares as aforesaid and to send the share certificate(s) 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 and Bermuda.

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)所列配額之發售股份數目，並附上按每股發售股份1.20港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二零一三年四月八日(星期一)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／吾等之姓名列入貴公司之股東名冊，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郵方式寄予本人／吾等，郵誤風險概由本人／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及百慕達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 _______ 2013

日期：二零一三年 ____ 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