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This announcement is for information purposes only and does not constitute an offer or invitation to subscribe for or
purchase any securities, nor is it calculated to invite any such offer or invitation.

SAMSON HOLDING LTD.

(Incorporated in the Cayman Islands with limited liability)
(Stock code: 0531)
PROPOSED MAJOR AND CONNECTED TRANSACTION
SPECIAL MANDATE TO ISSUE SHARES

Acquisition of 13.2% Equity Interest in Furniture Brands International Inc.
The Board is pleased to announce that, further to the Company’s announcement on 1 October
2007 regarding its strategic investment in Furniture Brands, the Company has today entered into
the Purchase Agreement pursuant to which, and subject to the fulfilment of certain conditions
precedent described in greater detail below, the Sellers have agreed to sell and the Company has
agreed to purchase the 13.2% equity interest held by the Sellers in Furniture Brands for a total
consideration of US$60,590,985 (HK$472,724,809). Pursuant to the terms of the Purchase
Agreement, the consideration is to be satisfied by the issue of an aggregate of 303,846,773
Consideration Shares to the Sellers.
The Sellers are wholly-owned subsidiaries of the Controlling Shareholders which hold in aggregate
1,966,500,000 shares of the Company, representing approximately 71.25% of the total share
capital of the Company, and are hence connected persons of the Company for the purpose of the
Listing Rules. Accordingly, the Purchase Agreement and the Acquisition contemplated therein
constitute a connected transaction of the Company which, as required under Chapter 14A of the
Listing Rules, is subject to the reporting, announcement and Independent Shareholders’ approval
requirements. The Purchase Agreement and the Acquisition contemplated therein also constitute
a major transaction of the Company under Rule 14.08 of the Listing Rules and are subject to the
reporting, announcement and Independent Shareholders’ approval requirements.
The Company will convene an EGM for the purpose of considering and, if deemed appropriate,
approving the Purchase Agreement and the Acquisition and authorising the Directors to issue
the Consideration Shares. The Controlling Shareholders and their associates (as defined in the
Listing Rules) will abstain from voting at the EGM on the ordinary resolution approving each of
the Purchase Agreement and the Acquisition and the issue of the Consideration Shares, which
will be taken on poll as required under the Listing Rules.

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The Independent Board Committee, comprising all the independent non-executive Directors, has
been established to advise the Independent Shareholders in respect of the Acquisition. The
Company has also appointed CIMB as the independent financial adviser to advise the Independent
Board Committee and the Independent Shareholders as to whether the Acquisition is in the
interests of the Company and its Shareholders as a whole and whether the terms of the Acquisition
are fair and reasonable.
A circular containing further information in relation to the Purchase Agreement and the
Acquisition and other transactions contemplated therein, the recommendation of the Independent
Board Committee, the advice from CIMB to the Independent Board Committee and the
Independent Shareholders and a notice of the EGM is expected to be dispatched to the
Shareholders as soon as practicable.
The Board hereby announces that on 19 December 2007, the Company has entered into the Purchase
Agreement pursuant to which, and subject to the fulfilment of certain conditions precedent described
in greater detail below, the Sellers have agreed to sell and the Company has agreed to purchase the
13.2% equity interest held by the Sellers in Furniture Brands. Pursuant to the terms of the Purchase
Agreement, the consideration is to be satisfied by the issue of an aggregate of 303,846,773
Consideration Shares to the Sellers.
1. THE PURCHASE AGREEMENT

Certain principal terms of the Purchase Agreement are set out as follows:
Date
19 December 2007
Parties
(i) The Sellers (Sun Fortune and Trade Decade), as transferors; and
(ii) The Company, as transferee
Interest to be transferred and thus acquired by the Company
6,255,860 and 149,513 shares of common stock of Furniture Brands held by Sun Fortune and Trade
Decade, respectively, representing an aggregate of approximately 13.2% equity interest in Furniture
Brands.
The 6,255,860 Sale Shares were purchased by Sun Fortune over a period from 13 to 28 September
2007 for an aggregate purchase price of US$61,388,835. The 149,513 Sales Shares were purchased
by Trade Decade on 20 and 21 September 2007 for an aggregate purchase price of US$1,474,998.

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The Consideration
The Consideration and the terms of the Purchase Agreement were arrived at after arm’s length
negotiations between the Parties.
The Consideration payable by the Company for the Acquisition is US$60,590,985 (HK$472,724,809),
which amounts to US$9.4594 (HK$73.8013) per Sale Share, being the lowest per share price at
which the Sellers purchased the Sale Shares.
The Consideration of US$9.4594 per Sale Share represents:
(i) a discount of approximately 2.4% to the closing price of US$9.6900 per Sale Share as quoted
on the NYSE on 18 December, 2007, being the last trading day prior to the issuance of this
announcement;
(ii) a discount of approximately 5.1% to the volume-weighted average closing price of US$9.9717
per Sale Share over the last 5 trading days up to and including 18 December, 2007 as quoted
on the NYSE; and
(iii) a discount of approximately 11.4% to the volume-weighted average closing price of US$10.6711
per Share over the last 30 trading days up to and including 18 December, 2007 as quoted on
the NYSE.
The Consideration will be satisfied by the issue of 296,754,439 and 7,092,334 Consideration Shares
by the Company to Sun Fortune and Trade Decade, respectively, at an issue price of HK$1.5558
(equivalent to approximately US$0.1994 per Consideration Share), credited as fully paid. The
aggregate market value of the Consideration Shares is HK$464,885,563 (US$59,586,199) as of 19
December, 2007.
The issue price of the Consideration Shares of HK$1.5558 (equivalent to approximately US$0.1994)
was determined after arm’s length negotiations between the Parties with reference to the recent
market price of the Shares. The issue price of HK$1.5558 per share represents:
(i) a premium of approximately 1.7% to the closing price of HK$1.5300 per Share as quoted on
the Stock Exchange on 19 December, 2007, being the last trading day prior to the issuance of
this announcement;
(ii) the volume-weighted average closing price over the last 5 trading days up to and including 19
December, 2007 as quoted on the Stock Exchange; and
(iii) a discount of approximately 12.1% to the volume-weighted average closing price of HK$1.7706
per Share over the last 30 trading days up to and including 19 December, 2007 as quoted on
the Stock Exchange.
The Consideration Shares represent approximately 11.01% of the existing share capital of the
Company and will represent approximately 9.92% of the issued share capital of the Company as
enlarged by the issue of the Consideration Shares. The Consideration Shares are proposed to be
issued pursuant to a specific mandate to be sought from the Independent Shareholders of the
Company at an extraordinary general meeting to be convened for that purpose.
Application will be made to the Stock Exchange for the listing of, and permission to deal in, the
Consideration Shares.

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The Directors are of the view that the consideration for the purchase of the Sale Shares and the
other terms of the Purchase Agreement are fair and reasonable, on normal commercial terms and
that the Acquisition is in the interests of the Company and its shareholders as a whole.
Corporate Structure
The following diagrams set out the corporate structure (i) before the Acquisition; and (ii) immediately
after the Acquisition and issue of Consideration Shares:
Corporate structure immediately before the Acquisition
Trade Decade Limited (BVI)
Mr. Shan Huei Kuo Ms. Yi-Mei Liu
Magnificent Capital Holding Limited
(BVI)
Advent Group Limited (BVI)
Sun Fortune Investments Limited
(BVI)
Samson Holding Ltd. (Cayman)
Elite Management
Global Limited (BVI)
Family BVI 1 Family BVI 2
Public
Furniture Brands (US)
50%
50% 50%
50%
70% 20% 10%
66.76% 4.49% 28.75%
50%
100%
1.7%12.9%0.3%
50%
Corporate structure immediately after the Acquisition and issue of Consideration Shares
Trade Decade Limited (BVI)
Ms. Yi-Mei Liu
Magnificent Capital Holding Limited
(BVI)
Advent Group Limited (BVI)
Sun Fortune Investments Limited
(BVI)
Samson Holding Ltd. (Cayman)
Elite Management
Global Limited (BVI)
Family BVI 1 Family BVI 2
Public
50%
50% 50%
50%
70% 20% 10%
60.14% 4.05% 25.90%
50%
100%
14.9%
9.68%0.23%
Mr. Shan Huei Kuo
Furniture Brands (US)
50%

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Effects on shareholding structure
The following table sets out the shareholding table (i) before the Acquisition; and (ii) immediately
after the Acquisition and issue of Consideration Shares:
Share capital Enlarged share capital
(before Acquisition and (after Acquisition and
issue of Consideration Shares) issue of Consideration Shares)
Approximate Approximate
Number of percentage of Number of percentage of
shares held shareholding shares held shareholding
Controlling Shareholder 1,966,500,000 71.25% 2,270,346,773 74.10%
Sun Fortune – – 296,754,439 9.68%
Trade Decade – – 7,092,334 0.23%
Magnificent Capital
Holding Limited 1,966,500,000 71.25% 1,966,500,000 64.19%
Advent Group Limited 1,842,500,000 66.76% 1,842,500,000 60.14%
Elite Management
Global Limited 124,000,000 4.49% 124,000,000 4.05%
Public shareholders 793,500,000 28.75% 793,500,000 25.90%
Total Outstanding Shares 2,760,000,000 100.00% 3,063,846,773 100.00%
The Company has not appointed, and does not have any special right to appoint, any director at the
board of Furniture Brands.
Conditions of the Acquisition
Completion of the Acquisition is conditional upon satisfaction of, amongst other things, the following
conditions:
(i) the passing by the requisite majority of Independent Shareholders in the EGM of all resolutions
required to approve the performance by the Company of the transactions contemplated under
the Purchase Agreement and the issue of the Consideration Shares;
(ii) the application to the Stock Exchange for the listing of, and permission to deal in, the
Consideration Shares having been approved by the Stock Exchange with or without conditions;
(iii) that the Company shall have received on the Settlement Day a certificate or certificates dated
the Settlement Day and signed by an executive officer of each Seller to the effect that the
representations and warranties of such Seller made pursuant to the Purchase Agreement are
true and correct as of the Settlement Day and that the Seller has complied with all of the
obligations and satisfied all of the conditions on its part to be performed or satisfied under the
Purchase Agreement on or before the Settlement Day;

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(iv) that each Seller shall have received on the Settlement Day a certificate or certificates dated
the Settlement Day and signed by an executive officer of the Purchaser to the effect that the
representations and warranties of the Purchaser made pursuant to the Purchase Agreement are
true and correct as of the Settlement Day and that the Purchaser has complied with all of the
obligations and satisfied all of the conditions on its part to be performed or satisfied under the
Purchase Agreement on or before the Settlement Day; and
(v) that no relevant government, governmental, quasi-governmental, statutory or regulatory body,
court or agency having granted any order or made any decision that restricts or prohibits the
implementation of the transactions contemplated in the Purchase Agreement.
Termination
The Purchase Agreement may be terminated by any Party in writing:
(i) by mutual written agreement of the Parties; or
(ii) by any Party if the application to the Stock Exchange for the listing of, and permission to deal
in, the Purchaser Shares not have been approved; or
(iii) by any Party if the Purchaser shall have failed to obtain the approval of Independent
Shareholders of the Company in accordance with the Purchase Agreement; or
(iv) by any Party if the sale and purchase of the Sale Shares and the issue of the Purchaser Shares
as contemplated in the Purchase Agreement shall not have been consummated by 19 June
2008 (as may be extended by mutual written agreement of the Parties), provided that no Party
whose wilful breach of any provision of the Purchase Agreement has resulted in such
transactions not being consummated by such date shall be entitled to terminate the Purchase
Agreement.
2. INFORMATION ON FURNITURE BRANDS

Furniture Brands, a company incorporated in Delaware (United States), is a vertically integrated
operating company that is one of the leading designers, manufacturers, and retailers of home
furnishings in the United States. Furniture Brands is listed on the NYSE under the ticker FBN and
has a market capitalisation of approximately US$470.0 million as at 18 December 2007 and annual
sales in excess of US$2 billion. Furniture Brands markets its products through a wide range of retail
channels, from mass merchant stores to single-brand and independent dealers to specialised interior
designers.
For the year ended 31 December 2005, the audited consolidated net profit attributable to Furniture
Brands, before and after taxation, is US$92.0 million (approximately HK$717.7 million) and US$61.4
million (approximately HK$479.3 million), respectively. For the year ended 31 December 2006, the
audited consolidated net profit attributable to Furniture Brands, before and after taxation, is US$80.9
million (approximately HK$631.3 million) and US$55.1 million (approximately HK$429.5 million),
respectively. As at 30 September 2007, the unaudited consolidated net asset value of Furniture
Brands was approximately US$891.0 million (approximately HK$6,951.1 million).

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3. REASONS FOR AND BENEFITS OF THE ACQUISITION

As set out in the Company’s announcement dated 1 October 2007, the Company views the 816,000
shares it currently holds in Furniture Brands as an attractive strategic investment given that Furniture
Brands is a major customer of the Company and in a business that is complementary to the Company’s
businesses. As it will better position the Company to explore the potential for long-term value
creation of this strategic investment, the Company believes it to be in its interest to consolidate the
6,405,373 shares in Furniture Brands currently held by parties connected to the Company into a
single holding by the Company of 7,221,373 shares in Furniture Brands.
The Company has decided to fund the Acquisition of the Sale Shares through the issue of new
Consideration Shares to the Sellers in order to maintain its financial flexibility and to ensure that
the Company continues to drive its organic growth through ongoing investment in its businesses
and, in the current weak U.S. furniture industry environment, can take advantage of acquisition
opportunities as they are identified.
The acquisition of and income derived from the Sale Shares will be treated as long-term investment
in the accounts of the Company after the Acquisition.
The Directors (excluding the independent non-executive Directors) believe that the terms of the
Purchase Agreement are fair and reasonable insofar as the Company and the Shareholders are
concerned and the Directors (excluding the independent non-executive Directors) consider the terms
of the Acquisition to be fair and reasonable and in the interests of the Shareholders as a whole. The
Independent Board Committee will give their recommendations, after taking into account the advice
of CIMB, the independent financial adviser, in their letter to the Independent Shareholders to be
included in the Company’s circular to the Shareholders on this transaction.
4. LISTING RULES IMPLICATIONS

As at 19 December 2007, (i) the Company holds 816,000 shares in Furniture Brands International,
representing approximately 1.7% of the outstanding share capital of Furniture Brands (which were
acquired between July, 2007 and August, 2007); (ii) Sun Fortune holds 6,255,860 shares in Furniture
Brands, representing approximately 12.9% of the outstanding share capital of Furniture Brands; and
(iii) Trade Decade holds 149,513 shares in Furniture Brands, representing approximately 0.3% of
the outstanding share capital of Furniture Brands International.
The equity interest in Sun Fortune is held by Mr. Kuo (50%) and Ms. Liu (50%). All the equity
interest in Trade Decade is held by Mr. Kuo. Mr. Kuo and Ms. Liu are the controlling shareholders
of the Company, with Mr. Kuo directly and indirectly holding a total of 983,250,000 shares and Ms.
Liu directly and indirectly holding a total of 983,250,000 shares of the Company respectively,
representing approximately 35.625% and 35.625% of the total share capital of the Company
respectively, and is hence each a connected person of the Company for the purpose of the Listing
Rules. Accordingly, the Purchase Agreement and the Acquisition contemplated therein constitute a
connected transaction of the Company which, as required under Chapter 14A of the Listing Rules,
is subject to the reporting, announcement and Independent Shareholders’ approval requirements.

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The Purchase Agreement and the Acquisition contemplated therein also constitute a major transaction
of the Company under Rule 14.08 of the Listing Rules and are subject to the reporting, announcement
and Independent Shareholders’ approval requirements. The Controlling Shareholders and their
associates (as defined under the Listing Rules) have a material interest in the Purchase Agreement
and the Acquisition and are required under the Listing Rules to abstain from voting at the
shareholders’ meeting convened for this purpose.
The Consideration Shares will be issued under a specific mandate to be sought from the Independent
Shareholders of the Company at an extraordinary general meeting to be convened for that purpose.
An Independent Board Committee (comprising all the independent non-executive directors of the
Company) has been established to advise the Independent Shareholders in respect of the terms of
the Acquisition. CIMB has been appointed as the independent financial advisor to advise the
Independent Board Committee and the Independent Shareholders on whether the terms of the
Purchase Agreement are fair and reasonable and in the interests of the shareholders of the Company
as a whole.
5. INFORMATION ON THE COMPANY AND THE CONTROLLING SHAREHOLDERS

The Company
The Company is one of the leading wholesalers in the U.S. residential furniture industry and
distinguishes itself in its industry through its vertically-integrated U.S. wholesaler and Chinese
manufacturer business model. This business model provides the Company with the competitive
advantage of large-scale and cost-effective manufacturing facilities in the PRC to support its U.S.
branded products business. Its vertically-integrated business model is further enhanced by its
comprehensive logistics and delivery capabilities that provide the Company’s customers with the
flexibility to mix different furniture collections in their respective shipments.
The Company produces and markets a wide range of high quality residential furniture at mid to
high price points for the U.S. wholesale market under its own brand names, “Universal Furniture”,
“Legacy Classic” and “Craftmaster”. The Company is committed to offering quality furniture with
a high degree of perceived value at attractive prices, combined with comprehensive customer
service. The Company has over 3,000 customers, comprised primarily of national or regional
department stores and retail chain stores as well as traditional independent retail stores throughout
the U.S. and Canada and other parts of the world.
In addition to its powerful and trusted brands, the Company’s manufacturing division in the PRC,
operating under the name of Lacquer Craft, is the preferred original equipment manufacturer to
many leading furniture brands and private label retailers in the North America and the rest of the
world.
The Controlling Shareholders
The Controlling Shareholders, Mr. Kuo and Ms. Liu, husband and wife, are both executive directors
and substantial shareholders of the Company. The Controlling Shareholders are currently holding
their interests in the Sale Shares through their shareholdings in Sun Fortune and Trade Decade. The
equity interest in Sun Fortune are held by Mr. Kuo (50%) and Ms. Liu (50%) and all the equity
interest in Trade Decade is held by Mr. Kuo.

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6. INFORMATION ON THE SELLERS

Sun Fortune and Trade Decade are both incorporated in the British Virgin Islands and principally
engage in investment activities.
7. EGM

The Company will convene an EGM for the purpose of considering and, if deemed appropriate,
approving the Purchase Agreement and the Acquisition and the issue of the Consideration Shares.
The Controlling Shareholders and their associates will abstain from voting at the EGM on the
ordinary resolution approving each of Purchase Agreement and the Acquisition, which will be taken
on poll as required under the Listing Rules.
A circular containing further information in relation to the Acquisition, the recommendation of the
Independent Board Committee, the advice from CIMB to the Independent Board Committee and the
Independent Shareholders and a notice of the EGM is expected to be dispatched to the shareholders
of the Company as soon as practicable.
8. DEFINITIONS

“Acquisition” the acquisition of the 13.2% equity interest of Furniture Brands
by the Company from the Controlling Shareholders;
“Board” the board of directors of the Company;
“Business Day” any day other than a day on which banks are permitted or
required to be closed in New York City, New York, United
States and Hong Kong;
“CIMB” CIMB-GK Securities (HK) Limited;
“Company” Samson Holding Ltd.;
“Consideration” US$9.4594 per Sale Share;
“Consideration Shares” 303,846,773 Shares to be allotted and issued to the Sellers for
the full settlement of the consideration for the Acquisition
pursuant to the terms of the Purchase Agreement;
“Controlling Shareholders” Mr. Kuo and Ms. Liu;
“Directors” the directors of the Company;
“EGM” an extraordinary general meeting of the Company to be held to
approve, among other things, the Acquisition and the issue of
Consideration Shares;
“Furniture Brands” Furniture Brands International Inc., a company listed on the
New York Stock Exchange and is incorporated in Delaware,
United States, a major customer of the Company;

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“Hong Kong” Hong Kong Special Administrative Region of the People’s
Republic of China;
“Independent Board Committee” the committee of Directors formed to advise the Independent
Shareholders in respect of the terms of the Acquisition;
“Independent Shareholders” shareholders of the Company other than the Controlling
Shareholders and their associates, and who are not involved in,
or interested in the Acquisition;
“Listing Rules” the Rules Governing the Listing of Securities on the Stock
Exchange;
“Mr. Kuo” Shan Huei Kuo, an executive director and substantial shareholder
of the Company, and Ms. Liu’s husband;
“Ms. Liu” Yi-Mei Liu, an executive director and substantial shareholder
of the Company, and Mr. Kuo’s wife;
“NYSE” The New York Stock Exchange;
“Parties” parties to the Purchase Agreement;
“PRC” the People’s Republic of China, but for the purposes of this
announcement only, excludes Hong Kong, Macau and Taiwan;
“Purchase Agreement” the conditional agreement dated 19 December 2007 entered into
between the Company and the Sellers for the Acquisition;
“Requisite Shareholder Approval” approval of the Independent Shareholders approving the Purchase
Agreement and the Acquisition and the issue of the Consideration
Shares;
“Sale Share” common stock of Furniture Brands with a par value of US$1.00;
“SEC” The United States Securities and Exchanges Commission;
“Sellers” Sun Fortune and Trade Decade;
“Settlement Day” on or before 9:30 a.m. (New York time) on the first succeeding
Business Day following the receipt of the Requisite Shareholder
Approval (as hereinafter defined) or such other date as Parties
may agree;
“Shares” ordinary shares of the Company with a par value of US$0.05
per share;
“Stock Exchange” S.” United States of America; and
“US$” United States dollars, the lawful currency of the United States.
For the purpose of this announcement, the amounts in US$ have been converted at a HK$/US$
exchange rate of 7.8019/1.0000.
By order of the Board of Directors
Shan Huei KUO
Chairman
19 December 2007
As at the date of this announcement, Mr. Shan Huei Kuo, Ms. Yi-Mei Liu and Mr. Mohamad
Aminozzakeri are the executive directors of the Company; Mr. Sheng Hsiung Pan and Mr.
Yuang-Whang Liao are the non-executive directors of the Company and Ms. Huei-Chu Huang, Mr.
Ming-Jian Kuo and Mr. Siu Ki Lau are the independent non-executive directors of the Company.