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

Feb 15, 2013

50259_rns_2013-02-15_e9fc2ca6-6772-4fda-937c-f1d43637273c.pdf

Share Issue/Capital Change

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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)

HOLDING ANNOUNCEMENT

This announcement is made by the board (the "Board") of directors (the "Directors") of Eternity Investment Limited (the "Company", together with its subsidiaries as the "Group") pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and under Part XIVA of the Securities and Future Ordinance (Cap.571).

Reference is made to the announcement of the Company dated 4 February 2013, whereby it announced that at the request of the Company, trading in the shares of the Company on The Stock Exchange of Hong Kong Limited was suspended with effect from 9:00 a.m. on 4 February 2013 pending the release of an announcement relating to a very substantial acquisition and a very substantial disposal of the Company.

The Company makes this holding announcement to inform its shareholders (the "Shareholders") of the current status of the Company. The Board wishes to inform the Shareholders and potential investor that the Board intends to obtain approvals from the Shareholders for (i) the exercise of conversion rights (the "Conversion") attached to the bonus convertible bonds (the "Bonus CBs") issued by China Star Entertainment Limited ("China Star") in an aggregate principal amount of HK$6,079,806.76 to convert their principal amount into 607,980,676 new shares in China Star at an initial conversion price of HK$0.01 per share (subject to adjustment); and (ii) the possible disposal (the "Disposal") of 303,990,338 shares in China Star that already owned by the Group and the 3,524,647,342 new shares in China Star to be allotted and issued to the Group pursuant to the exercise of the conversion rights attached to the Bonus CBs and the convertible bonds issued by China Star to the Group on 7 July 2011. The Conversion constitutes a very substantial acquisition of the Company under Chapter 14 of the Listing Rules and the Disposal, if effected, constitutes a very substantial disposal of the Company under Chapter 14 of the Listing Rules. Accordingly, the Conversion and the Disposal are subject to the Shareholders' approvals at a special general meeting.

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As at the date of this announcement, the Company was in the process of preparing the announcement in relation to the Conversion and the Disposal and the Directors consider that additional time is required for such purposes. An announcement setting out, among others, details of the Conversion and the Disposal will be published as and when appropriate.

Suspension of trading in shares of the Company will remain until publication of an announcement in relation to the Conversion and the Disposal.

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

Hong Kong, 15 February 2013

As at the date of this announcement, the Board comprises of 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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